Securities code: 000800 securities abbreviation: Faw Jiefang Group Co.Ltd(000800) Announcement No.: 2022-012
Faw Jiefang Group Co.Ltd(000800)
Announcement of the resolution of the first 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. The shareholders' meeting did not veto the proposal.
2. This general meeting of shareholders does not involve changing the resolution of the previous general meeting of shareholders.
1、 Convening and attendance of the meeting
1. Meeting time:
On site meeting time: 14:40 PM, February 16, 2022
Online voting time: February 16, 2022, including:
(1) Specific time of online voting through the trading system of Shenzhen Stock Exchange
9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 16, 2022
(2) Specific time of voting through the Internet voting system of Shenzhen Stock Exchange
Any time from 9:15 a.m. to 15:00 p.m. on February 16, 2022
2. Venue: company conference room
3. Holding method: combination of on-site voting and online voting
4. Convener: Board of directors
5. Moderator: Mr. Wu bilei, director and general manager of the company
6. The meeting was held in accordance with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association. 7. Overall attendance:
The total number of shareholders with voting rights and proxies attending the meeting: 3984.84% of the total number of shareholders with voting rights, accounting for 881% of the total number of shares of the listed company. Of which:
(1) A total of 329 shareholders and shareholders' agents attended the on-site meeting, representing 3887259159 voting shares, accounting for 83.5231% of the total voting shares of the listed company;
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Securities code: 000800 securities abbreviation: Faw Jiefang Group Co.Ltd(000800) Announcement No.: 2022-012
(2) A total of 40 shareholders voted online, representing 65951722 voting shares, accounting for 1.4171% of the total voting shares of listed companies.
Overall attendance of minority shareholders: there were 362 minority shareholders voting on site and online, representing 106928567 voting shares, accounting for 2.2975% of the total voting shares of the listed company. Among them, 322 minority shareholders voted on the spot, representing 40976845 voting shares, accounting for 0.8804% of the total voting shares of the listed company; 40 minority shareholders voted online, representing 65951722 voting shares, accounting for 1.4171% of the total voting shares of listed companies.
8. Some directors, supervisors, senior managers, lawyers hired by the company and other relevant personnel attended the meeting.
2、 Deliberation and voting of proposals
The general meeting of shareholders adopts a combination of on-site open voting and online voting. The specific voting results are as follows:
(I) review the proposal on the estimated amount of daily connected transactions in 2022
As this proposal involves related party transactions, the related shareholder China FAW Automobile Co., Ltd. (hereinafter referred to as "FAW") and its concerted actor FAW Pentium sedan Co., Ltd. (hereinafter referred to as "FAW Pentium") avoided voting, and the effective number of votes for this proposal is 94348064 shares.
1. Total voting:
93663965 shares were approved, accounting for 99.2749% of the shares held by non affiliated shareholders attending the meeting; Against 676398 shares, accounting for 0.7169% of the shares held by non affiliated shareholders attending the meeting; 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0082% of the shares held by non affiliated shareholders attending the meeting.
Voting of minority shareholders: 92531552 shares were approved, accounting for 99.2661% of the shares held by minority shareholders attending the meeting; Against 676398 shares, accounting for 0.7256% of the shares held by minority shareholders attending the meeting; 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0083% of the shares held by minority shareholders attending the meeting. 2. Voting result: adopted.
(II) considering the proposal on the estimated amount of financial business with FAW Finance Co., Ltd. in 2022. As this proposal involves related party transactions, the related shareholder FAW shares and its person acting in concert FAW Pentium avoided voting, and the effective number of votes for this proposal is 108060980 shares.
1. Total voting:
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Securities code: 000800 securities abbreviation: Faw Jiefang Group Co.Ltd(000800) Announcement No.: 2022-012
81012385 shares were approved, accounting for 74.9691% of the shares held by non affiliated shareholders attending the meeting; Against 27040894 shares, accounting for 25.0237% of the shares held by non affiliated shareholders attending the meeting; 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0071% of the shares held by non related shareholders attending the meeting.
Voting of minority shareholders: 79879972 shares were approved, accounting for 74.7041% of the shares held by minority shareholders attending the meeting; Against 27040894 shares, accounting for 25.2887% of the shares held by minority shareholders attending the meeting; 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0072% of the shares held by minority shareholders attending the meeting.
2. Voting result: adopted.
(III) review the proposal on changing the registered capital of the company
1. Total voting:
3952518082 shares were approved, accounting for 9% of the shares held by all shareholders attending the meeting 9 8 2 5 ％ ； Against 685098 shares, accounting for 0.5% of the shares held by all shareholders attending the meeting 0 1 7 3 ％ ； 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting.
Voting of minority shareholders: 106235768 shares were approved, accounting for 99.3521% of the shares held by minority shareholders attending the meeting; Against 685098 shares, accounting for 0.6407% of the shares held by minority shareholders attending the meeting; 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0072% of the shares held by minority shareholders attending the meeting.
2. Voting results: the proposal is a special resolution proposal, which has been adopted by more than 2 / 3 of the total number of valid voting shares attending the general meeting of shareholders.
(IV) review the proposal on Amending the articles of Association
1. Total voting:
3952526782 shares were approved, accounting for 9% of the shares held by all shareholders attending the meeting 9 8 2 7 ％ ； Against 676398 shares, accounting for 0.5% of the shares held by all shareholders attending the meeting 0 1 7 1 ％ ； 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0002% of the shares held by all shareholders attending the meeting. Voting of minority shareholders: 106244468 shares were approved, accounting for 99.3602% of the shares held by minority shareholders attending the meeting; Against 676398 shares, accounting for 0.6326% of the shares held by minority shareholders attending the meeting; 7701 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0072% of the shares held by minority shareholders attending the meeting.
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Securities code: 000800 securities abbreviation: Faw Jiefang Group Co.Ltd(000800) Announcement No.: 2022-012
2. Voting results: the proposal is a special resolution proposal, which has been adopted by more than 2 / 3 of the total number of valid voting shares attending the general meeting of shareholders.
3、 Legal opinions issued by lawyers
Lawyer Han Jie and lawyer sun Yong of Beijing Jindu law firm attended the shareholders' meeting and issued a legal opinion. The legal opinion held that the convening and convening procedures of the company's shareholders' meeting were in line with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of shareholders' meeting and the articles of Association; The qualifications of the on-site attendants and conveners of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Documents for future reference
1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors;
2. Legal opinion of Beijing Jindu law firm on the first extraordinary general meeting of shareholders in Faw Jiefang Group Co.Ltd(000800) 2022;
3. Other documents required by Shenzhen Stock Exchange.
Faw Jiefang Group Co.Ltd(000800)
Board of directors
February 17, 2002
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