Securities code: 002196 securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022-019 Zhejiang Founder Motor Co.Ltd(002196)
Suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and accurate
Complete, and be responsible for false records, misleading statements or major omissions in the announcement.
Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 The announcement on the notice of convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-017) was disclosed on the. In order to facilitate the shareholders of the company to exercise their voting rights at the general meeting of shareholders and further protect the legitimate rights and interests of investors, the general meeting of shareholders will provide online voting platform for public shareholders through the system of Shenzhen Stock Exchange and Internet voting system. In accordance with relevant regulations, the suggestive announcement of the company on convening the first extraordinary general meeting of shareholders in 2022 is hereby issued as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: Zhejiang Founder Motor Co.Ltd(002196) the first extraordinary general meeting of shareholders in 2022
2. Convener of the meeting: Zhejiang Founder Motor Co.Ltd(002196) the 7th board of directors
3. Legality and compliance of the meeting: the 15th meeting of the seventh board of directors held on January 25, 2022 deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time:
The on-site meeting will be held at 13:00 p.m. on Monday, February 14, 2022
Online voting time: February 14, 2022; Among them, the time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 14, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 14, 2022.
5. Convening method of the meeting: this meeting adopts the combination of on-site voting and online voting. The general meeting of shareholders will pass the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can exercise their voting rights through the above system during the online voting time.
6. Equity registration date: Monday, February 7, 2022.
7. Attendees of the meeting
(1) Shareholders holding shares of the company on the equity registration date. As of the afternoon closing of February 7, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting, and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be the shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Lawyers and sponsor representatives employed by the company.
8. Venue of the on-site meeting: conference room on the first floor of Zhejiang Founder Motor Co.Ltd(002196) administrative building, No. 73, Shiniu Road, Shuige Industrial Zone, Lishui City, Zhejiang Province.
9. Voting rules: shareholders of the company shall exercise their voting rights seriously. When voting, the same share can only choose one of the two voting methods of on-site voting and online voting, and cannot vote repeatedly.
In case of repeated voting, the following rules will be followed:
(1) If the same share is voted repeatedly on site or online, the first vote shall prevail;
(2) If the same share is voted repeatedly through Shenzhen Stock Exchange and Internet voting system, the first vote shall prevail.
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
Non cumulative voting proposal
1.00 proposal on the company meeting the conditions for non-public offering of A-Shares √
√
2.00 proposal on the company’s non-public offering of A-Shares in 2022 number of sub proposals as voting objects: 10
2.01 type and par value of issued shares √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 pricing base date, pricing principle and issue price √
2.05 issue quantity √
2.06 restricted period √
2.07 purpose and amount of raised funds √
2.08 arrangement of accumulated undistributed profits √
2.09 place of listing √
2.10 validity period of this issuance resolution √
3.00 proposal on the company’s plan for non-public offering of A-Shares in 2022 √
4.00 on the use of funds raised by the company’s non-public offering of A-Shares in 2022 √
Proposal of feasibility analysis report
5.00 proposal on the report on the use of the company’s previously raised funds √
6.00 diluted immediate return on the company’s non-public offering of A-Shares in 2022 √
Proposal on taking filling measures and commitments of relevant subjects
About the company’s non-public offering of A-Shares in 2022 involving related party transactions √
7.00 as the object of voting
Number of sub proposals: 2
7.01 the controlling shareholder Zhuoyue Automobile Co., Ltd. subscribes for this non-public offering √
Ticket related matters
7.02 related leasing matters between the company and Zhejiang Xingjian Industrial Development Co., Ltd. √
term
8.00 about the signing of the conditional effective share agreement between the company and Zhuoyue Automobile Co., Ltd. √
Proposal of subscription agreement
9.00 proposal on the signing of lease contracts and related party transactions by the company √
10.00 request to the general meeting of shareholders to authorize the board of directors and its authorized persons to do all things √
Manage the proposal on matters related to this non-public offering of a shares
11.00 about providing √ for Zhejiang Xingjian Industrial Development Co., Ltd., a wholly-owned subsidiary
Proposal on guarantee and related party transactions
12.00 investment in the construction of driving motors for new energy vehicles with an annual output of 1 million units √
Proposal on change of relevant items of the project
Proposals 1 – 10 and 12 are special resolutions, which need to be passed by more than two-thirds of the effective voting rights held by non affiliated shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The related shareholders involved in the above proposals 2, 3 and 7-12 need to avoid voting.
According to the requirements of the rules for the general meeting of shareholders of listed companies and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the above proposals are major matters affecting the interests of small and medium-sized investors, which need to be addressed to small and medium-sized investors, that is, except the directors, supervisors and Senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company shall calculate and disclose their votes separately.
The relevant contents of all the above proposals are detailed in the securities times and cninfo (www.cn. Info. Com. CN.) on January 26, 2022 Announcement on the resolution of the 15th meeting of the seventh board of directors and relevant documents.
3、 Notes on proposal coding
Proposal code 2.00 is a proposal for item by item voting. Voting on proposal 2.00 is deemed to express the same voting opinions on 10 sub proposals from 2.01 to 2.10.
Proposal code 7.00 is a proposal for item by item voting. Voting on proposal 7.00 is deemed to express the same voting opinions on two sub proposals of 7.01 and 7.02.
4、 Registration method of on-site meeting of the general meeting of shareholders
1. If a natural person shareholder attends in person, he / she shall register with his / her ID card and securities account card; If an agent is entrusted to attend, registration shall be handled on the strength of the agent’s ID card, power of attorney and the principal’s securities account card. 2. If the legal representative of the legal person shareholder is present, the registration shall be handled on the strength of his / her ID card, the identity certificate of the legal representative, the copy of the business license of the legal person unit (with official seal affixed) and the securities account card; If a legal person shareholder entrusts an agent to attend, it shall register with the agent on the strength of the agent’s ID card, power of attorney, copy of the business license of the legal person unit (stamped with official seal) and securities account card.
3. You can register by letter or fax with the above relevant certificates. The fax or letter shall be subject to the time of arrival at the company (telephone registration is not accepted).
4. Registration time: 9:00-11:30 a.m. and 13:30-17:00 p.m. on February 9, 2022.
5. Registration place: Zhejiang Founder Motor Co.Ltd(002196) securities department.
The registered address of the letter: the Securities Department of the company. Please indicate the words “general meeting of shareholders” on the letter;
Mailing address: No. 73, Shiniu Road, Shuige Industrial Zone, Lishui City, Zhejiang Province;
Post code: 323000;
Fax: 0578-2276502.
5、 Identity authentication and voting procedures of shareholders participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）Participate in voting (refer to Annex I for the contents and format related to specific operations when participating in online voting)
6、 Other matters
1. The on-site meeting of the general meeting of shareholders lasts for half a day, and the shareholders attending the meeting shall bear their own accommodation and transportation expenses. 2. During online voting, if the voting system is affected by major emergencies, the progress of this meeting will be notified separately.
7、 Documents for future reference
1. Zhejiang Founder Motor Co.Ltd(002196) resolution of the 15th meeting of the seventh board of directors. 2. Independent opinions of independent directors on relevant matters. 3. Zhejiang Founder Motor Co.Ltd(002196) resolution of the ninth meeting of the seventh board of supervisors. 4. Other documents required by Shenzhen Stock Exchange. Annex 1: specific operation process of online voting Annex 2: power of attorney for the first extraordinary general meeting of shareholders in 2022 is hereby announced.
Zhejiang Founder Motor Co.Ltd(002196) board of directors
February 10, 2022
Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “362196”, and the voting abbreviation is “founder voting”.
2. Fill in and submit voting opinions: cumulative voting is not involved in this shareholders’ meeting. The filled in and submit voting opinions are: agree, disagree and abstain.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If shareholders vote on specific proposals first
