Xiamen Overseas Chinese Electronic Co.Ltd(600870)
The first extraordinary general meeting of shareholders in 2022
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February 9, 2022
Xiamen Overseas Chinese Electronic Co.Ltd(600870)
Notes to the on-site meeting of the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of the majority of investors and ensure the smooth convening of the general meeting of shareholders, in accordance with the company law, the articles of association, the rules of procedure of the general meeting of shareholders and other relevant provisions, the instructions for the general meeting of shareholders are hereby formulated, and all participants are expected to abide by and implement:
1、 During the convening of the general meeting of shareholders, the shareholders participating in the meeting and their representatives shall earnestly perform their statutory duties on the principle of safeguarding the legitimate rights and interests of all shareholders and ensuring the normal order and efficiency of the meeting.
2、 Shareholders and shareholders’ representatives participating in the meeting enjoy the right to speak, question, vote and other rights according to law. Shareholders and their representatives shall earnestly perform their legal obligations, consciously abide by the discipline of the general meeting, and shall not infringe on the rights and interests of other shareholders, so as to ensure the normal order of the general meeting of shareholders.
3、 During the meeting, only the shareholders and their representatives are allowed to speak or ask questions. The speeches or questions should focus on the topics of the meeting and be concise. It is suggested that each speech should not exceed three minutes.
4、 When shareholders and their representatives request to speak, they shall not interrupt the report of the meeting reporter or the speech of other shareholders. When voting at the general meeting, shareholders and their representatives will no longer speak at the general meeting. Those who violate the above provisions have the right to refuse or stop them.
5、 Two shareholders’ representatives and one supervisor will participate in the vote monitoring of this meeting, supervise the voting and counting process, and the general supervisor will announce the voting results.
6、 The meeting was witnessed by the lawyers of Fujian Tianheng united law firm.
7、 In case of any accident during the meeting, the board of directors of the company has the right to make emergency treatment to protect the interests of the company and all shareholders.
8、 Keep the venue quiet and tidy. Please turn your mobile phone to the vibration gear. No smoking in the venue.
Xiamen Overseas Chinese Electronic Co.Ltd(600870) February 9, 2022
Xiamen Overseas Chinese Electronic Co.Ltd(600870)
On site meeting agenda of the first extraordinary general meeting of shareholders in 2022
Meeting time: 14:30 on Friday, February 25, 2022 meeting place: third floor, No. 3088, Huandao South Road, Siming District, Xiamen host: Mr. Chen Shiyi, chairman witness law firm: Fujian Tianheng united law firm meeting agenda:
1、 The moderator declared the meeting open
2、 The host shall report to the general meeting the shareholders attending the on-site meeting, the number of shareholders’ representatives and the number of voting shares represented by them
3、 The following proposals shall be submitted to the general meeting of shareholders for deliberation and hearing:
1. Proposal on change of accounting firm;
2. Proposal on purchasing liability insurance for directors, supervisors and senior managers of the company
4、 Shareholders’ questions and speeches
5、 The host announced the on-site voting method of the proposal and elected the on-site vote counter and scrutineer
6、 Check box for chief drawer and witness lawyer
7、 On site shareholder voting
8、 After the meeting is adjourned, the staff count the votes and summarize the on-site voting results with the online voting results. IX. the meeting is resumed, and the voting director announces the voting results
10、 The chairman read out the resolution of the general meeting of shareholders
11、 The witness lawyer read out the legal opinion
12、 The moderator declared the meeting closed
Proposal 1:
Proposal on change of accounting firm
Dear shareholders
Because the project schedule of Daxin Certified Public Accountants (special general partnership) cannot meet the disclosure time requirements of the company’s 2021 annual report, it is unable to undertake the audit of the company’s 2021 annual financial report and internal control. In view of this, in order to better promote the audit work, after careful study and decision by the audit committee of the board of directors of the company, it is proposed to appoint Unitech Zhenqing Certified Public Accountants (special general partnership) as the financial report audit institution and internal control audit institution of the company in 2021 for one year.
The specific audit fees shall be submitted by the board of directors to the general meeting of shareholders and authorized the management to negotiate and determine with Unitech Zhenqing Certified Public Accountants (special general partnership) according to the actual business conditions of the company.
Please review the above proposal.
Proposal 2:
On the proposal to purchase liability insurance for directors, supervisors and senior managers of the company, shareholders:
In order to further improve the company’s risk management system, reduce the company’s operational risks and promote the directors, supervisors and senior managers of the company to fully exercise their powers and perform their duties within their scope of responsibility, the company plans to purchase liability insurance for directors, supervisors and senior managers in accordance with the standards for governance of listed companies and other relevant provisions of the CSRC. The specific insurance scheme is as follows:
1. Applicant: Xiamen Overseas Chinese Electronic Co.Ltd(600870)
2. Insured: all directors, supervisors, senior managers and other relevant responsible persons
3. Insurance liability limit: subject to the insurance contract finally signed
4. Total insurance premium: subject to the final signed insurance contract
5. Insurance period: 1 year
In order to improve the efficiency of decision-making, it is hereby proposed to submit to the general meeting of shareholders of the company to authorize the management of the company to handle the affairs of all directors Matters related to the purchase of liability insurance for supervisors and senior managers (including but not limited to determining the scope of other insured; determining the insurance company; determining the insurance liability limit, total premium and other insurance terms; selecting and appointing insurance brokerage companies or other intermediaries; signing relevant legal documents and dealing with other matters related to insurance), And handle matters related to renewal or re insurance before the expiration of the insurance contract in the future. Please review the above proposal.
