Stock abbreviation: Liaoning Sg Automotive Group Co.Ltd(600303) securities code: 600303 No.: pro 2022-017 Liaoning Sg Automotive Group Co.Ltd(600303)
Announcement on reply to inquiry letter of 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) (hereinafter referred to as “the inquiry letter”) issued by Shanghai Stock Exchange, See Liaoning Sg Automotive Group Co.Ltd(600303) announcement on receiving inquiry letter from Shanghai Stock Exchange (Announcement No.: pro 2022-016) disclosed by the company on February 15, 2022 for details. After receiving the inquiry letter, the company attached great importance to it and immediately organized relevant personnel to reply to the inquiry letter. The reply to the inquiry letter is as follows:
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.
(1) Details and contents of relevant letters submitted by relevant shareholders to the board of directors of the company
The company believes that due to the incomplete letters and materials submitted by the proposing shareholders to convene the extraordinary general meeting of shareholders, the board of directors of the company has replied to the proposing shareholders on January 27, 2022, January 28, 2022 and February 9, 2022. The proposing shareholders have not supplemented and corrected the materials so far, so it is impossible to review the legality and compliance of the materials, and confirm the authenticity of the submitting subject Validity of data. The law should not support the non-conforming and uncertain materials of the proposing shareholders. After the proposing shareholders supplement and correct the materials, the company will review them according to law to ensure that the proposing shareholders convene the general meeting of shareholders according to law and make an announcement.
(2) 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
The independent directors of the company believe that the board of directors of the company has responded on January 27, 2022, January 28, 2022 and February 9, 2022 to the proposal shareholders’ written request for convening the extraordinary general meeting of shareholders to the board of directors of the company on January 27, 2022, It is legal and effective to make a resolution according to law after submitting documents and materials that meet the legal requirements of the company’s board of directors. It is in line with the current effective laws and regulations, normative documents and the provisions of the articles of association. For details, see Liaoning Sg Automotive Group Co.Ltd(600303) independent directors’ independent opinions on matters related to shareholders’ request for convening an extraordinary general meeting.
The lawyer of the company also believes that the board of directors of the company has responded on January 27, 2022, January 28, 2022 and February 9, 2022 to the proposal shareholders’ written request for convening the extraordinary general meeting of shareholders to the board of directors of the company on January 27, 2022, It is legal and effective to make a resolution according to law after submitting documents and materials that meet the legal requirements of the company’s board of directors. It is in line with the current effective laws and regulations, normative documents and the provisions of the articles of association. For details, see the legal opinion on Liaoning Sg Automotive Group Co.Ltd(600303) shareholders’ self convening of extraordinary general meeting of shareholders (Ren De Jing FA Yi Zi [2022] No. 0217).
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.
(1) Details and contents of relevant letters submitted by relevant shareholders to the board of supervisors of the company
The same as item 1 (1).
(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
The supervisors of the company believed that the board of supervisors of the company had replied on February 13, 2022, asking the above shareholders to go through the pre procedure of the board of directors, so the board of supervisors of the company did not issue the notice of convening the general meeting of shareholders within five days, The validity of the company’s articles of association is in accordance with the current laws and regulations. See Liaoning Sg Automotive Group Co.Ltd(600303) supervisor’s independent opinions on matters related to shareholders’ request for convening an extraordinary general meeting for details.
The lawyer of the company believes that the board of supervisors of the company has responded on February 13, 2022 to the relevant shareholders’ written request for convening the extraordinary general meeting of shareholders to the board of supervisors of the company on February 9, 2022, requiring the above shareholders to go through the pre procedure of the board of directors first, which is in line with the provisions of the current effective laws and regulations, normative documents and the articles of association, and is legal and effective. For details, see the legal opinion on Liaoning Sg Automotive Group Co.Ltd(600303) shareholders’ self convening of extraordinary general meeting of shareholders (Ren De Jing FA Yi Zi [2022] No. 0217). 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 Secretary of the board of directors and the compliance of the board of directors; (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.
(1) Details and contents of the notice issued by relevant shareholders to the board of directors of the company
The company believes that due to the relevant shareholders’ failure to correct the information required by the board of directors and the non-compliance of procedures, the pre procedure of the board of directors has not been completed, and the behavior of relevant shareholders violates the provisions of the company law, the articles of association and relevant laws and regulations, as well as legal procedures. Therefore, relevant shareholders are requested to consciously abide by the law and exercise their rights under legal compliance. The board of directors of the company expects relevant shareholders to supplement and correct the information, so that the board of directors can review it according to law and ensure that relevant shareholders can convene the general meeting of shareholders according to law. (2) Specific measures taken by the board of directors and the Secretary of the board of directors for the above matters and their compliance
The lawyer of the company believes that with regard to the issue that the relevant shareholders sent a notice to the board of directors of the company on February 14, 2022, requesting to convene an extraordinary general meeting of shareholders by themselves, the board of directors and the Secretary of the board of directors of the company have not supplemented and corrected the documents and materials as required by the proposal shareholders, and submitted the documents and materials in line with the legal requirements of the board of directors of the company, According to Article 4.2.2 of the Listing Rules of Shanghai Stock Exchange, “… The board of directors and the Secretary of the board of directors of the company shall cooperate and provide necessary support for the general meeting of shareholders convened by shareholders according to law…”, if they cannot cooperate, they comply with the provisions of the current effective laws and regulations, normative documents and the articles of association, which is legal and effective.
(3) Does the company have any subsequent arrangements to ensure the exercise of shareholders’ rights
Profit, participate in corporate governance matters in strict accordance with the law and regulations, and ensure the stable operation of the company. The company’s board of directors will strictly follow the company law, the securities law, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors and other relevant provisions to ensure that shareholders exercise their legitimate rights. The company will also stop the abuse of shareholders’ rights by shareholders in accordance with the above provisions. The board of directors of the company will 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 and timely fulfill the obligation of information disclosure. For details, see the legal opinion on Liaoning Sg Automotive Group Co.Ltd(600303) shareholders’ self convening of extraordinary general meeting of shareholders (Ren De Jing FA Yi Zi [2022] No. 0217).
It is hereby announced.
Liaoning Sg Automotive Group Co.Ltd(600303)
February 18, 2022
