Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-026
Sunwoda Electronic Co.Ltd(300207)
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.
Special tips:
1. There is no increase, change or rejection of proposals at this shareholders' meeting.
2. This general meeting of shareholders does not involve the change of the resolution of the previous general meeting of shareholders.
3. This general meeting of shareholders adopts a combination of on-site voting and online voting. 1、 Convening and attendance of the meeting
Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as "the company") held the second extraordinary general meeting of shareholders in 2022 in the company's conference room on February 11, 2022. There were 5 shareholders and their authorized agents attending the on-site meeting of the general meeting of shareholders. The number of voting shares held by them was 508548486, accounting for 29.5847% of the total 1718957276 shares of the company. The number of shareholders participating in online voting is 45, and the shares representing voting rights are 90377441 shares, accounting for 5.2577% of the total 1718957276 shares of the company. The total number of voting shares is 598925927, accounting for 34.8424% of the total 1718957276 shares of the company. Among them, there are 46 small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold 5% of the company's shares), representing 90392441 shares with voting rights, accounting for 5.2586% of the total 1718957276 shares of the company.
The meeting was presided over by Mr. Wang Wei, chairman of the company. The directors, supervisors and some senior executives of the company attended the meeting, and the lawyers hired by the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the "articles of association"). 2、 Deliberation of proposals
1. Deliberated and approved the incentive plan for restricted stock and stock option in 2022 (Draft) >
The related shareholders involved in this proposal, Mr. Zeng Yu and Ms. Zhou Jinling, avoided voting on this proposal.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: after deliberation and voting by the participants, 591217439 shares were agreed, accounting for 98.8527% of the total number of valid voting shares attending the meeting; 6861288 opposition shares, accounting for 1.1472% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting. Voting results of small and medium-sized investors: 83515953 shares were agreed, accounting for 92.4080% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 6861288 opposed shares, accounting for 7.5918% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
2. The proposal on the management measures for the implementation and assessment of the company's restricted stock and stock option incentive plan in 2022 was reviewed and approved.
The related shareholders involved in this proposal, Mr. Zeng Yu and Ms. Zhou Jinling, avoided voting on this proposal.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: after deliberation and voting by the participants, 591217439 shares were agreed, accounting for 98.8527% of the total number of valid voting shares attending the meeting; 6861288 opposition shares, accounting for 1.1472% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting. Voting results of small and medium-sized investors: 83515953 shares were agreed, accounting for 92.4080% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 6861288 opposed shares, accounting for 7.5918% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock and stock option incentive plan in 2022 was deliberated and adopted.
In order to ensure the smooth implementation of the company's incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the implementation of the incentive plan.
(I) request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the grant date of class II restricted shares and the grant date of stock options;
(2) Authorize the board of directors to adjust the number of class II restricted shares and stock options according to the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorize the board of directors to adjust the granting price of class II restricted shares and the exercise price of stock options in accordance with the methods specified in this incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant the second type of restricted stock and stock option to the incentive object when the incentive object meets the grant conditions, and handle all matters necessary for the grant, including signing the equity incentive agreement with the incentive object;
(5) Authorize the board of directors to cancel the qualification of incentive objects when they do not meet the conditions for granting;
(6) Authorize the board of directors to review and confirm the ownership / exercise qualification and ownership / exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to handle all matters necessary for the ownership / exercise of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company's registered capital;
(8) Authorize the board of directors to handle the change, termination and other related matters of the incentive plan according to the provisions of the company's equity incentive plan, including but not limited to canceling the ownership / exercise qualification of the incentive object, invalidating the non vested class II restricted shares, and canceling the non exercised stock options of the incentive object, Handle the inheritance of rights and interests of the deceased (dead) incentive object that has not been vested / exercised;
(9) Authorize the board of directors to manage and adjust the equity incentive plan of the company, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan.
However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(10) Authorize the board of directors to implement other necessary matters required by the equity incentive plan, except for the rights that shall be exercised by the general meeting of shareholders of the company as specified in relevant documents.
(II) request the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company's registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
(III) authorize the board of directors to appoint financial advisers, receiving banks, accounting firms, law firms, securities companies and other intermediaries.
(IV) submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of this incentive plan.
(V) among the above-mentioned authorization matters, except for the matters that need to be approved by the resolution of the board of directors specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, the general meeting of shareholders of the company shall be submitted to authorize the board of directors, and the board of directors of the company shall further authorize the chairman of the company or the appropriate person authorized by him to exercise them.
The related shareholders involved in this proposal, Mr. Zeng Yu and Ms. Zhou Jinling, avoided voting on this proposal.
Voting results: after deliberation and voting by the participants, 591217439 shares were agreed, accounting for 98.8527% of the total number of valid voting shares attending the meeting; 6861288 opposition shares, accounting for 1.1472% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Voting results of small and medium-sized investors: 83515953 shares were agreed, accounting for 92.4080% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 6861288 opposed shares, accounting for 7.5918% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
4. The proposal on applying for credit line from banks and other financial institutions was deliberated and adopted.
In order to ensure the smooth realization of the company's business plan, the company plans to apply to banks and other financial institutions for a credit line of no more than 23 billion yuan (including the renewal of the original line). The above lines include but are not limited to short-term, medium and long-term working capital loans, trade financing, bank acceptance bills, letters of credit, letter of guarantee, factoring, upstream and downstream supply chain financing, financial leasing and other businesses, which can be handled in stages and batches. The specific circumstances are subject to the credit lines actually approved by banks and other financial institutions, The specific financing amount will depend on the actual business needs of the company.
The company authorizes the chairman of the board of directors to negotiate with banks and other financial institutions and sign all relevant legal documents. All legal and economic responsibilities arising therefrom shall be borne by the company.
Voting results: after deliberation and voting by the participants, 597522780 shares were agreed, accounting for 99.7657% of the total number of valid voting shares attending the meeting; 1402947 opposition shares, accounting for 0.2342% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Voting results of small and medium-sized investors: 88989294 shares were agreed, accounting for 98.4477% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; Against 1402947 shares, accounting for 1.5521% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
5. The proposal on the company's foreign exchange hedging business was deliberated and adopted.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: after deliberation and voting by the participants, 598455380 shares were agreed, accounting for 99.9214% of the total number of valid voting shares attending the meeting; 470347 opposition shares, accounting for 0.0785% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Voting results of small and medium-sized investors: 89921894 shares were agreed, accounting for 99.4794% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 470347 opposed shares, accounting for 0.5203% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
6. The proposal on using idle self owned funds for cash management was deliberated and adopted.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: after deliberation and voting by the participants, 598455380 shares were agreed, accounting for 99.9214% of the total number of valid voting shares attending the meeting; 470347 opposition shares, accounting for 0.0785% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Voting results of small and medium-sized investors: 89921894 shares were agreed, accounting for 99.4794% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 470347 opposed shares, accounting for 0.5203% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting.
7. The proposal on providing guarantee for subsidiaries was deliberated and adopted.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: after deliberation and voting by the participants, 572748334 shares were agreed, accounting for 95.6292% of the total number of valid voting shares attending the meeting; 26177393 opposed shares, accounting for 4.3707% of the total number of valid voting shares attending the meeting; Abstain 200 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Voting results of small and medium-sized investors: 64214848 shares were agreed, accounting for 71.0401% of the total number of valid voting shares of small and medium-sized shareholders attending the meeting; 26177393 opposed shares, accounting for 28.9597% of the total number of valid voting shares of minority shareholders attending the meeting; Abstained 200 shares, accounting for 0.0002% of the total number of valid voting shares of minority shareholders attending the meeting. 3、 Legal opinion issued by lawyer
Lawyer Wang Qian and lawyer Han Ruohan of Guangdong Xinda law firm witnessed the shareholders' meeting and issued the second report of Guangdong Xinda law firm on Sunwoda Electronic Co.Ltd(300207) 2022
