Stock abbreviation: Liaoning Sg Automotive Group Co.Ltd(600303) securities code: 600303 No.: pro 2022-016
Liaoning Sg Automotive Group Co.Ltd(600303)
Announcement on receiving the inquiry letter from Shanghai Stock Exchange
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.
On February 15, 2022, Liaoning Sg Automotive Group Co.Ltd(600303) (hereinafter referred to as “the company”) received the inquiry letter on matters related to Liaoning Sg Automotive Group Co.Ltd(600303) shareholders’ self convening of extraordinary general meeting of shareholders (szgh [2022] No. 0124) issued by Shanghai Stock Exchange, which reads as follows:
Recently, our department received a notice from the relevant shareholders of the company that according to Article 101 of the company law and Article 9 of the rules for the general meeting of shareholders of listed companies, it decided to convene a general meeting of shareholders on February 28, 2022 to consider the proposal on terminating the purchase of assets and other proposals. Since the above matters involve the exercise of shareholders’ rights and may have a great impact on the company’s stock trading, in accordance with article 13.1.1 and other relevant provisions of the stock listing rules of the exchange, your company is hereby requested to further verify and disclose the following matters.
1、 According to the information informed by the shareholders, the shareholders of Shenzhen Zhongneng green Qihang No. 1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai and Zhou Fei have held more than 10% of the company’s shares for more than 90 consecutive days. On January 27, 2022, Submit the letter on proposing to convene Liaoning Sg Automotive Group Co.Ltd(600303) extraordinary general meeting of shareholders and relevant documents to the board of directors of the company in writing. According to Article 9 of the rules for the general meeting of shareholders of listed companies, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the request. The company is requested to make supplementary disclosure: (1) the specific conditions and contents of relevant letters submitted by relevant shareholders to the board of directors of the company; (2) The specific reasons and compliance of the board of directors of the company’s failure to reply in writing within 10 days after receiving the request in accordance with the rules of the general meeting of shareholders of listed companies and other provisions. Independent directors and company lawyers are invited to express their opinions one by one.
2、 According to the information informed by the shareholders, the relevant shareholders submitted the letter on proposing to convene Liaoning Sg Automotive Group Co.Ltd(600303) extraordinary general meeting of shareholders and relevant documents to the board of supervisors of the company in writing on February 9, 2022. According to Article 9 of the rules for the general meeting of shareholders of listed companies, if the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after receiving the request. The company is requested to make supplementary disclosure: (1) the specific conditions and contents of relevant letters submitted by relevant shareholders to the board of supervisors of the company; (2) The specific reasons and compliance of the company’s board of supervisors failing to issue the notice of convening the general meeting of shareholders within five days after receiving the request in accordance with the rules of the general meeting of shareholders of listed companies and other provisions. Supervisors and company lawyers are invited to express their opinions one by one.
3、 According to the information informed by shareholders, relevant shareholders sent a notice to the board of directors of the company on February 14, 2022, requesting to convene the general meeting of shareholders by themselves. According to Article 9 of the rules for the general meeting of shareholders of listed companies, if the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders holding more than 10% of the company’s shares in total have the right to propose to the board of supervisors to convene it. If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified period, the relevant shareholders can convene and preside over it by themselves. In addition, according to Article 11 of the rules for the general meeting of shareholders of listed companies, the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The company is requested to make supplementary disclosure: (1) the specific circumstances and contents of the notice sent by relevant shareholders to the board of directors of the company; (2) The specific measures taken by the board of directors and the Secretary of the board of directors for the above matters and their compliance; (3) Whether the company has any subsequent arrangements to ensure the exercise of shareholders’ rights. Ask the company’s lawyers to express their opinions one by one.
4、 The company shall ensure the legal operation and scientific decision-making of the general meeting of shareholders, the board of directors and the board of supervisors, fully guarantee the shareholders to exercise their legal rights, timely perform the obligation of information disclosure, and shall not damage the legitimate rights and interests of minority shareholders. Relevant shareholders shall exercise their rights in accordance with laws and regulations, participate in corporate governance matters in strict accordance with laws and regulations, and ensure the stable operation of the company.
Please disclose the information immediately after receiving this letter and reply within 3 trading days. The board of directors, the board of supervisors and relevant shareholders of the company shall earnestly implement the requirements of this letter, timely perform relevant information disclosure obligations, and effectively protect the legitimate rights and interests of investors.
It is hereby announced.
Liaoning Sg Automotive Group Co.Ltd(600303)
February 15, 2022
