Securities code: 000980 securities abbreviation: * ST Zhongtai Announcement No.: 2022-025 Zotye Automobile Co.Ltd(000980)
Announcement on 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.
hot tip
1. The shareholders’ meeting did not veto the proposal.
2. This general meeting of shareholders does not involve changing the resolutions adopted by previous general meetings of shareholders.
1、 Convening and attendance of the meeting
1. Convening of the meeting
(1) Date and time of the meeting:
The on-site meeting will be held at 14:30 p.m. on Thursday, February 17, 2022
Online voting time: February 17, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 17, 2022; The starting time of Internet voting through Shenzhen stock exchange is any time from 9:15 a.m. on February 17, 2022 to 15:00 p.m. on February 17, 2022.
(2) Venue of the on-site meeting: conference room of the company, No. 1, Beihu Road, Yongkang Economic Development Zone, Zhejiang Province. (3) Convening method: the shareholders’ meeting adopts the combination of on-site voting and online voting.
(4) Convener: the board of directors of the company.
(5) Moderator of the on-site meeting: Mr. Hu Shuizhen, chairman.
(6) On January 26, 2022, the notice of convening the shareholders’ meeting was published in securities times, Securities Daily, etc. and cninfo (website: www.cn. Info. Com. CN.) In the form of announcement.
(7) The convening of this general meeting of shareholders complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other laws, regulations and normative documents.
2. Attendance at the meeting
(1) General attendance of shareholders
2089 shareholders voted on site and online, representing 3065164954 shares, accounting for 60.4667% of the total shares of the listed company.
Among them, 13 shareholders voted on the spot, representing 2034445055 shares, accounting for 40.1336% of the total shares of the listed company.
2076 shareholders voted online, representing 1030719899 shares, accounting for 20.3331% of the total shares of the listed company.
(2) Overall attendance of minority shareholders
2086 minority shareholders voted on site and online, representing 1150914579 shares, accounting for 22.7042% of the total shares of the listed company.
Among them, 10 minority shareholders voted on the spot, with 120194680 representative shares, accounting for 2.3711% of the total shares of the listed company.
2076 minority shareholders voted online, representing 1030719899 shares, accounting for 20.3331% of the total shares of the listed company.
After verification, there are no shareholders who participate in both online voting and on-site voting.
3. Some directors, supervisors, senior managers and witness lawyers hired by the company attended the meeting as nonvoting delegates.
2、 Deliberation and voting of proposals
The shareholders’ meeting adopted a combination of on-site voting and online voting, deliberated and adopted the following proposals:
1. Deliberating the proposal on the general election of non independent directors of the board of directors of the company item by item (adopting the cumulative voting system);
The cumulative voting system is adopted to elect Mr. Huang Jihong, Mr. Lian Gang, Mr. Ye Changqing, Ms. Liu ya, Mr. Lv Bin and Mr. Lou min as non independent directors of the eighth board of directors of the company. The term of office of the current director is three years, from February 17, 2022 to February 16, 2025. The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company. The specific voting results are as follows: 1.1 proposal on electing Mr. Huang Jihong as a non independent director of the eighth board of directors
Voting result: the number of shares agreed: 2996099553, accounting for 97.7468% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1081849178 shares.
The motion was passed.
1.2 proposal on electing Mr. Lian Gang as a non independent director of the eighth board of directors
Voting results: the number of shares agreed: 3003760014, accounting for 97.9967% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1089509639 shares.
The motion was passed.
1.3 proposal on electing Mr. Ye Changqing as a non independent director of the eighth board of directors
Voting result: the number of shares agreed: 2969329674 shares, accounting for 96.8734% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1055079299 shares.
The motion was passed.
1.4 proposal on electing Ms. Liu Ya as a non independent director of the eighth board of directors
Voting results: the number of shares agreed: 2974305247 shares, accounting for 97.0357% of the total effective voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1060054872 shares.
The motion was passed.
1.5 proposal on electing Mr. Lv Bin as a non independent director of the eighth board of directors
Voting result: the number of shares agreed: 2976320075, accounting for 97.1015% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1062069700 shares.
The motion was passed.
1.6 proposal on electing Mr. Lou min as a non independent director of the 8th board of directors
Voting result: the number of shares agreed: 2971312470 shares, accounting for 96.9381% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1057062095 shares.
The motion was passed.
2. Deliberating the proposal on the election of independent directors by the board of directors one by one (adopting the cumulative voting system); The cumulative voting system is adopted to elect Mr. Cui Xiaozhong, Mr. Wang Wulin and Mr. Zhao Wanhua as independent directors of the eighth board of directors of the company. The term of office of the current director is three years, from February 17, 2022 to February 16, 2025.
The qualifications and independence of independent directors of Mr. Cui Xiaozhong, Mr. Wang Wulin and Mr. Zhao Wanhua have been filed with Shenzhen Stock Exchange and have no objection. The specific voting results are as follows:
2.1 proposal on electing Mr. Cui Xiaozhong as an independent director of the eighth board of directors
Voting result: the number of shares agreed: 2986082534, accounting for 97.4200% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1071832159 shares.
The motion was passed.
2.2 proposal on electing Mr. Wang Wulin as an independent director of the eighth board of directors
Voting results: the number of shares agreed: 2976831864, accounting for 97.1182% of the total effective voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1062581489 shares.
The motion was passed.
2.3 proposal on electing Mr. Zhao Wanhua as an independent director of the eighth board of directors
Voting result: the number of shares agreed: 2976685040 shares, accounting for 97.1134% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1062434665 shares.
The motion was passed.
3. Deliberating the proposal on the general election of the board of supervisors of the company item by item (adopting the cumulative voting system);
Mr. Jin Ronghao and Mr. Li Zheng are elected as non employee representative supervisors of the eighth board of supervisors by cumulative voting system. The term of office of the current supervisor is three years, from February 17, 2022 to February 16, 2025. The specific voting results are as follows:
3.1 proposal on electing Mr. Jin Ronghao as the supervisor of the 8th board of supervisors
Voting result: the number of shares agreed: 2979853700 shares, accounting for 97.2167% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1065603325 shares.
The motion was passed.
3.2 proposal on electing Mr. Li Zheng as the supervisor of the 8th board of supervisors
Voting result: the number of shares agreed: 2979488805, accounting for 97.2048% of the total valid voting rights attending the meeting. Among them, the voting result of small and medium-sized investors is: the number of shares agreed: 1065238430 shares.
The motion was passed.
On January 25, 2022, the employee congress of the company elected Mr. Wang Meng as the employee representative supervisor of the eighth board of supervisors of the company, and formed the eighth board of supervisors of the company together with the above supervisors. The term of office of the current board of supervisors is three years, from February 17, 2022 to February 16, 2025.
4. Deliberated the proposal on the change of non operating fund occupation solution and related party transactions of Tieniu Group Co., Ltd.
Related shareholders Tieniu Group Co., Ltd. (holding 786250375 shares) and Huangshan Jinma Group Co., Ltd. (holding 14786192 shares) avoided voting, and the number of voting shares held by them is not included in the total number of voting shares held by the following shareholders attending the meeting.
Voting results: 2227980691 shares were approved, accounting for 98.4035% of the shares held by all shareholders attending the meeting; Against 34660296 shares, accounting for 1.5308% of the shares held by all shareholders attending the meeting; 1487400 shares were abstained (692700 shares were abstained due to non voting), accounting for 0.0657% of the shares held by all shareholders attending the meeting.
The motion was passed. The proposal is an ordinary resolution and has been adopted by more than half of the total number of valid voting shares held by voting shareholders present at the meeting.
Among them, the voting results of minority shareholders: 1099980691 shares were agreed, accounting for 96.8183% of the shares held by minority shareholders attending the meeting; Against 34660296 shares, accounting for 3.0507% of the shares held by minority shareholders attending the meeting; 1487400 shares were abstained (692700 shares were abstained due to non voting), accounting for 0.1309% of the shares held by minority shareholders attending the meeting.
3、 Legal opinions issued by lawyers
1. Name of law firm: Shanghai Renying law firm
2. Name of Lawyer: Zhang Yanwei, Fang Bingqing
Lawyer Zhang Yanwei and lawyer Fang Bingqing attended the general meeting of shareholders and issued the legal opinion on the first extraordinary general meeting of shareholders in Zotye Automobile Co.Ltd(000980) 2022 for the general meeting of shareholders.
3. The concluding opinions issued are: the lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders, the qualifications of the persons attending or attending the meeting and the qualifications of the convener, the voting procedures and voting results comply with the provisions of Chinese laws and regulations and the articles of association, and are legal and effective; There was no situation in which shareholders put forward temporary proposals at the general meeting of shareholders; The resolutions adopted at this shareholders’ meeting are legal and valid.
4、 Documents for future reference
1. Zotye Automobile Co.Ltd(000980) resolution of the first extraordinary general meeting of shareholders in 2022;
2. Legal opinion on the first extraordinary general meeting of shareholders in Zotye Automobile Co.Ltd(000980) 2022 issued by Shanghai Renying law firm.
It is hereby announced.
Zotye Automobile Co.Ltd(000980) board of directors
February 17, 2002
