Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-021
Sichuan Development Lomon Co.Ltd(002312)
Proposal on adding temporary shareholders’ meeting in 2022
Announcement of Supplementary Notice of the general meeting of shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and
Be jointly and severally liable for false records, misleading statements or major omissions.
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) was published on China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on January 15, 2022 The notice on convening the first extraordinary general meeting of shareholders in 2022 was disclosed.
On February 14, 2022, the board of directors of the company received the letter on increasing the interim proposal of the first extraordinary general meeting of shareholders in 2022 submitted in writing by the controlling shareholder Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as “Chuanfa mining”), The specific content of the letter is to propose that the board of directors of the company add the proposal on < Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its summary and the proposal on < Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan implementation and assessment management measures "to the deliberations of the company's first extraordinary general meeting in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, the proposal on by election of supervisors, the proposal on using temporarily idle self owned funds to purchase bank financial products, the proposal on the application for comprehensive credit limit by the company and its subsidiaries in 2022 The proposal on signing the supplementary agreement II to the agreement on issuing shares to purchase assets is taken as an interim proposal.
On February 14, 2022, the 15th meeting of the sixth board of directors and the 12th meeting of the sixth board of supervisors considered and adopted the proposal on < Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its summary, the proposal on by election of supervisors, the proposal on using temporarily idle self owned funds to purchase bank financial products Proposal on applying for comprehensive credit line by the company and its subsidiaries in 2022 and proposal on signing supplementary agreement II to the agreement on issuing shares to purchase assets; On November 7, 2021, the 10th meeting of the sixth board of directors of the company considered and approved the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; The 8th meeting of the 6th board of supervisors deliberated and adopted the proposal on the measures for the administration of the implementation of the 2021 restricted stock incentive plan of Sichuan development longmang Co., Ltd. For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on November 8, 2021 and February 15, 2022 Relevant announcements disclosed on.
After verification, as of the disclosure date of this announcement, the controlling shareholder of the company, Chuanfa mining, holds 385865200 shares of the company, accounting for 21.88% of the total share capital of the company, and is qualified to put forward temporary proposals in accordance with the company law, the rules of procedure of the general meeting of shareholders and the articles of association. The contents of the above-mentioned interim proposal belong to the terms of reference of the general meeting of shareholders, and there are clear topics and specific resolutions. The proposal procedures comply with the company law, 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 company charter and other relevant provisions, The board of directors of the company agreed to submit the above proposal as an interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
In addition to the above additional temporary proposals, other matters such as the place of the shareholders’ meeting and the date of equity registration remain unchanged. The supplementary notice of the first extraordinary general meeting in 2022 after the change is hereby announced as follows:
1、 Basic information of this shareholders’ meeting
After deliberation and approval at the 14th meeting of the 6th board of directors held on January 14, 2022, the company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 25, 2022.
（1） Session: the first extraordinary general meeting of shareholders in 2022
（2） Convener: Board of directors
（3） Legality and compliance of the meeting: the 14th meeting of the sixth board of directors of the company decided to convene this general meeting of shareholders. The convening of this shareholders’ meeting complies with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
（4） Meeting time
(1) On site meeting time: from 14:00 on Friday, February 25, 2022
(2) Online voting time:
① The specific time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 25, 2022;
② Via Internet voting system（ http://wltp.cn.info.com.cn. ）The specific time of voting is: 9:15-15:00 on February 25, 2022.
（5） Meeting mode: the combination of on-site voting and online voting is adopted
(1) On site voting: shareholders attend the on-site meeting in person or entrust him with a power of attorney (see Annex II)
People attended the on-site meeting.
(2) Online voting: the company will provide online voting services to all shareholders through the Shenzhen stock exchange trading system and Internet voting system
Online voting platform, shareholders can exercise their voting rights through the above system during the above online voting time.
The same share can only choose one of on-site voting and online voting. Online voting includes Shenzhen Stock Exchange
Easy system and Internet voting system are two voting methods, and the same share can only choose one of them. Same voting right
In case of repeated voting, the first voting result shall prevail.
（6） Equity registration date: February 22, 2022
（7） Meeting attendees
1. As of 15:00 p.m. on February 22, 2022, it will be in Shenzhen of China Securities Depository and Clearing Co., Ltd
All ordinary shareholders of the company registered in the branch company have the right to attend the general meeting of shareholders and can entrust in writing
The proxy attending the meeting and voting need not be a shareholder of the company;
2. Directors, supervisors and senior managers of the company;
3. Witness lawyers and other relevant personnel employed by the company.
（8） Venue: conference room 1, floor 9, block B, territory global financial center, No. 151, Tianfu Second Street, high tech Zone, Chengdu, Sichuan
2、 Matters considered at the meeting
1. Proposal name and proposal code table
Proposal code proposal name remarks
The column checked in this column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 about Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and √
Proposal on related party transactions complying with relevant laws and regulations
2.00 number of proposals on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and √ sub proposal related party transaction scheme as voting object (to be voted item by item): (16)
2.01 overview of transaction scheme √
2.02 issue shares to purchase assets √
The issue price and number of shares involved in this transaction
2.03 stock type √
2.04 issuing object and method √
Issue price √ 2.05
2.06 issue quantity √
2.07 share lock up period √
Performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period
2.08 performance commitment period √
2.09 performance commitment assets and commitment amount √
2.10 compensation method and calculation formula √
2.11 impairment test and compensation √
2.12 implementation of compensation √
2.13 profit and loss arrangement during the period √
2.14 accumulated undistributed profit √
2.15 listing place of the shares issued in this transaction √
2.16 validity period of this transaction resolution √
3.00 this transaction constitutes a connected transaction, but does not constitute a proposal for major asset reorganization and √ listing
4.00 proposal on the report on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and √ connected transactions (Draft) and its abstract
5.00 proposal on the compliance of this transaction with Article 4 of the provisions on regulating the √ dry issues of major asset restructuring of listed companies
6.00 proposal that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
There is no relevant subject of the company’s transaction in accordance with the
7.00 Article 13 of the Provisional Regulations on the supervision of abnormal stock transactions related to major asset restructuring of listed companies shall not participate in any major asset restructuring of listed companies
Motion
8.00 proposal on the fluctuation of the company’s stock price meeting the relevant standards in Article 5 of the notice on regulating the disclosure of information of listed companies and the behavior of relevant parties
9.00 proposal on the impact of issuing shares to purchase assets and diluting the current earnings per share √ of related party transactions and the arrangement of filling in returns
10.00 proposal on the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis, the relevance of the appraisal method √ to the appraisal purpose and the fairness of the appraisal pricing
11.00 proposal on reviewing the asset appraisal report related to this transaction √
12.00 proposal on reviewing the audit report related to the company’s transaction √
13.00 proposal on reviewing the company’s pro forma financial statements related to this transaction and its review report
fourteen
