Securities code: 002723 securities abbreviation: Kennede Electronics Mfg.Co.Ltd(002723) announcement Code: 2022-020 Kennede Electronics Mfg.Co.Ltd(002723)
Announcement of the resolution of the second extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Important note (I) there is no veto of the proposal at this extraordinary general meeting of shareholders; (II) this extraordinary general meeting of shareholders does not change the resolution of the previous general meeting of shareholders; (III) the extraordinary general meeting of shareholders was held by combining on-site voting and online voting. The notice of the meeting was issued on January 12, 2022 and January 28, 2022 at Kennede Electronics Mfg.Co.Ltd(002723) (hereinafter referred to as “the company”) to designate information disclosure media such as China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Make an announcement.
2、 Basic information of the meeting
1. Convener: Board of directors
2. Moderator: Chairman Yang Jianjia
3. Meeting mode: the combination of on-site voting and online stocks
4. On site meeting time: 2:30 pm on Thursday, February 10, 2022
5. Online voting time: Thursday, February 10, 2022
6. Venue of the on-site meeting: conference room on the sixth floor of the company, No. 21 Jintong Road, Tangxia Town, Pengjiang district, Jiangmen City, Guangdong Province
7. Equity registration date: Wednesday, January 26, 2022
8. The meeting was held in accordance with the company law of the people’s Republic of China and other laws and regulations, the articles of association and the rules of procedure of the general meeting of shareholders, and was legal and effective.
3、 Attendance at the meeting
1. A total of 8 shareholders and shareholders’ agents attended the general meeting, and the number of voting shares held was 96563011, accounting for 30.4133% of the total voting shares of the company. Among them, there are 6 shareholders (or shareholders’ agents) participating in the on-site meeting, and 79238162 voting shares are held, accounting for 82.0585% of the total voting shares attending the meeting; Two shareholders participated in online voting, with 17324849 voting shares, accounting for 17.9415% of the total voting shares attending the meeting. More than 117057% of the total shares held by shareholders, supervisors or other agents of the company (hereinafter referred to as “minority shareholders”), or more than 68057% of the total voting rights of the company’s shareholders, supervisors or other agents (hereinafter referred to as “minority shareholders”) are present at the meeting.
2. The shareholders attending this meeting are all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the end of the transaction at 15:00 p.m. on January 26, 2022.
3. Some directors, supervisors and senior managers who were unable to attend the on-site meeting of the general meeting of shareholders attended the meeting by video through the company’s video conference system and witnessed by lawyers. The above-mentioned personnel who attend the meeting by video through the company’s video conference system are deemed to participate in the on-site meeting. The convening and convening procedures of this general meeting of shareholders comply with the requirements of the company law and other relevant laws and regulations and the provisions of the articles of association.
4、 Voting at the meeting
Proposal on the implementation of investment in wholly-owned subsidiaries by raising {0023.00}
Voting results: 96563011 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. The voting of minority shareholders is as follows: 6811776 shares were agreed, accounting for 100.0000% of the total shares held by minority shareholders attending the general meeting and 100.0000% of the total voting shares held by minority investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total effective voting shares attending the shareholders’ meeting and 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. The motion was passed.
Proposal 2.00: review the proposal on providing guarantee amount for wholly-owned subsidiaries in 2022
Voting results: 96563011 shares were approved, accounting for 100.0000% of the shares held by all shareholders attending the meeting; 0 dissenting shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. The voting of minority shareholders is as follows: 6811776 shares were agreed, accounting for 100.0000% of the total shares held by minority shareholders attending the general meeting and 100.0000% of the total voting shares held by minority investors attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total effective voting shares attending the shareholders’ meeting and 0.0000% of the total voting shares held by small and medium-sized investors attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. The proposal was approved by more than two-thirds of the total number of valid voting shares attending the general meeting of shareholders.
The proposals reviewed at this meeting were submitted after being reviewed and approved at the 28th meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors, with legal procedures and complete materials; The details of the above proposal have been published in the information disclosure media China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on January 12, 2022 Come on.
5、 Legal opinions issued by lawyers
Lawyer Zhang rantong and lawyer Ma Rui of Beijing Tianyuan (Shenzhen) law firm attended the extraordinary general meeting as nonvoting delegates, conducted video witness and issued legal opinions. The conclusions are as follows:
To sum up, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
6、 Documents for future reference
1. Resolution of Kennede Electronics Mfg.Co.Ltd(002723) the second extraordinary general meeting of shareholders in 2022;
2. Legal opinions of Beijing Tianyuan (Shenzhen) law firm on the second extraordinary general meeting of shareholders in Kennede Electronics Mfg.Co.Ltd(002723) 2022.
It is hereby announced.
Kennede Electronics Mfg.Co.Ltd(002723) board of directors February 11, 2022
