Securities code: 600063 securities abbreviation: Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) Announcement No.: 2022-006
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders’ meeting: March 15, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time of the meeting: 14:00 on March 15, 2022
Venue: meeting room for 100 people on the sixth floor of the R & D Center (5) online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 15, 2022
To March 15, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. （7） Not applicable to the public solicitation of shareholders’ voting rights II. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Name of voting stock order proposal class a shareholders
Non cumulative voting motion
1 proposal on issuing shares to purchase assets and raising supporting funds and related party transactions in compliance with relevant laws and regulations 2.00 proposal on specific scheme of issuing shares to purchase assets and raising supporting funds and related party transactions
2.01 purchase of assets by issuing shares – type and par value of issued shares √
2.02 issuing shares to purchase assets – issuing method and object √
2.03 issuing shares to purchase assets – benchmark date and issue price of issuing shares to purchase assets √
2.04 issuing shares to purchase assets – price adjustment mechanism √
2.05 issue shares to purchase assets – valuation of underlying assets √
2.06 purchase of assets by issuing shares – number of shares issued √
2.07 issuance of shares to purchase assets – lock up period of shares issued this time √
2.08 issuing shares to purchase assets – Performance Compensation √
2.09 issuing shares to purchase assets – arrangement of accumulated undistributed profits √
2.10 issuing shares to purchase assets – profit and loss arrangement in transition period √
2.11 issuing shares to purchase assets – listing place √
2.12 issuing shares to purchase assets – validity period of resolution √
2.13 issuing shares to raise matching funds – type and par value of issued shares √
2.14 issuing shares to raise matching funds – issuing method and issuing object √
2.15 issue of shares to raise matching funds – pricing base date and issue price √
2.16 supporting funds raised by issuing shares – amount and quantity of supporting funds raised √
2.17 issuance of shares to raise matching funds – share lock-in period √
2.18 supporting funds raised by issuing shares – purpose of supporting funds raised √
2.19 issuance of shares to raise matching funds – place of stock listing √
2.20 issuance of shares to raise matching funds – validity period of resolution √
3. Proposal on the report on Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) issuing shares to purchase assets and raising √ matching funds and related party transactions (Draft) and its abstract
4. Proposal that this transaction constitutes a connected transaction √
5. Proposal that this transaction does not constitute a major asset restructuring √
6. Proposal that this transaction does not constitute reorganization and listing √
7. The proposal that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
8. Proposal that this transaction complies with the provisions of √ in Article 11 of the measures for the administration of major asset restructuring of listed companies
9. Proposal on this transaction meeting the provisions of Article 43 √ of the measures for the administration of major asset restructuring of listed companies
10 proposal on the fluctuation of the company’s stock price before the release of this trading information √
11 proposal on signing the agreement on issuing shares to purchase assets with conditional effect √
12. Proposal on signing a conditional share subscription agreement √
13 √ proposal on signing the supplementary agreement to the agreement on issuing shares to purchase assets with conditional effect
14 √ proposal on signing the performance compensation agreement for issuing shares to purchase assets with conditional effect
15 proposal on performance commitment and compensation arrangements √
16 proposal on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted √
As for the relevant entities of this transaction, there is no guidance on the supervision of listed companies No. 7 – above
Proposal on √ explanation of the situation in Article 13 of the regulation on abnormal trading of stocks related to major asset restructuring of 17 municipal companies
18. Proposal on the independence of asset appraisal institutions, the rationality of assumptions, the relevance of appraisal methods and objectives, and the fairness of appraisal pricing
19 √ proposal on the basis and fair and reasonable explanation of the company’s issuing shares to purchase assets
20 √ proposal on the audit report, asset evaluation report and reference review report related to this transaction
21. Proposal on the measures for the company to issue shares to purchase assets and raise supporting funds to dilute the √ filling in the immediate return
22 √ proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction
23 proposal on requesting the general meeting of shareholders to approve the exemption of the counterparty from tender offer √
1. Time and media of disclosure of each proposal
The above proposal has been deliberated and adopted at the 13th meeting of the 8th board of directors. For details, see the relevant announcement documents publicly disclosed in China Securities News, Shanghai Securities News and the website of Shanghai Stock Exchange on February 11, 2022.
2. Special resolution proposal: none 3. Proposal for separate vote counting for small and medium-sized investors: none 4. Proposal involving avoidance of voting by related shareholders: all proposals
Name of related shareholders who should avoid voting: Anhui wanwei Group Co., Ltd
5. Proposals involving the voting of preferred shareholders: No. III. matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights 2.09 through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the designated trading securities company) 2.1 to vote, or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations. （2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A share 600063 Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) 2022 / 3 / 10
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method 1. Individual shareholders shall go through the registration procedures with their own ID card, shareholder account card and valid equity certificate; The entrusted agent must hold the power of attorney signed or sealed by the shareholder, the shareholder’s personal ID card, the shareholder’s account card, valid equity certificate and the agent’s personal ID card to go through the registration procedures. 2. The legal person shareholder shall go through the registration formalities with the shareholder’s account card, valid equity certificate, copy of the legal person’s business license and the identity certificate of the legal representative; The entrusted agent shall go through the registration formalities with the shareholder’s account card, valid equity certificate, copy of the business license of the legal person, power of attorney of the legal representative and ID card of the attendee. Non local shareholders may go through the registration formalities by letter or fax before the deadline for registration.
3. Centralized registration time: 8:00-11:30 a.m. and 14:00-18:00 p.m. on March 14, 2022. Registration place: Securities Department Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) No. 56, Chaowei Road, Chaohu City, Anhui Province. Attendance registration shall not be a necessary condition for shareholders to attend the general meeting of shareholders according to law. 6、 Other matters (I) meeting contacts: Wang Jun, Shi Fangyuan (II) meeting contact number: 0551-82189294; Fax: 0551-82189447 (III) the travel expenses and accommodation of shareholders attending the on-site meeting of the extraordinary general meeting of shareholders shall be borne by themselves. It is hereby announced.
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) Appendix 1 of the board of directors on February 11, 2022: power of attorney filing document, the resolution of the board of directors proposing to convene the general meeting of shareholders
Annex 1: power of attorney
Power of attorney
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) ：
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of your company in 2022 held on March 15, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
The serial number and the name of non cumulative voting proposal are the same as those of anti abandonment
