Securities code: 002851 securities abbreviation: Shenzhen Megmeet Electrical Co.Ltd(002851) Announcement No.: 2022-012 Shenzhen Megmeet Electrical Co.Ltd(002851)
Notice on convening 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.
The 13th meeting of the 4th board of directors of Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as “the company”) deliberated and adopted the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) on Thursday, March 10, 2022. The relevant matters of this shareholders’ meeting are hereby announced as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the 4th board of directors of the company. After deliberation and approval at the 13th meeting of the 4th board of directors, the company decided to hold the first extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: the convening procedures of this general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
(1) The on-site meeting will be held at 13:30 p.m. on Thursday, March 10, 2022. (2) Online voting time: 9:15 a.m. to 15:00 p.m. on March 10, 2022. Among them, the time for 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 March 10, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 10, 2022.
5. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting. (1) On site voting: including attending in person and authorizing others to attend by filling in the power of attorney.
(2) Online voting: the company will vote through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide online voting platform for the shareholders of the company. The shareholders of the company shall vote online through the trading system or Internet voting system of Shenzhen Stock Exchange within the relevant time limit specified in this notice.
(3) Shareholders of the company can only choose one of on-site voting, voting in the trading system of Shenzhen Stock Exchange and voting in the Internet voting system of Shenzhen Stock Exchange. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
6. Equity registration date: Thursday, March 3, 2022.
7. Attendees of this meeting:
(1) At the closing of the afternoon of the equity registration day, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
8. Venue of the on-site meeting: company conference room, 34th floor, United headquarters building, high tech Zone, No. 63 Xuefu Road, Nanshan District, Shenzhen.
2、 Matters considered at the meeting
1. The shareholders’ meeting will consider the following proposals:
Proposal No. proposal name
1.00 proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds
2.00 proposal on the company’s public issuance of convertible corporate bonds
2.01 types of securities issued this time
2.02 issuance scale
2.03 face value and issue price
2.04 bond term
Bond interest rate 2.05
2.06 term and method of interest payment
2.07 guarantee matters
Proposal No. proposal name
2.08 conversion period
2.09 determination and adjustment of share conversion price
2.10 downward correction clause of share conversion price
2.11 determination method of number of converted shares
2.12 redemption terms
2.13 resale terms
2.14 dividend distribution after share conversion
2.15 issuance method and object
2.16 placement arrangement to original shareholders
2.17 bondholders and bondholders’ meetings
2.18 purpose of the raised funds
2.19 raised funds management and deposit account
2.20 rating matters
2.21 matters related to the trustee
2.22 validity of this resolution
3.00 proposal on the company’s plan for public issuance of convertible corporate bonds
4.00 proposal on feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds
5.00 proposal on the report on the use of the company’s previously raised funds
6.00 proposal on public issuance of convertible corporate bonds, diluted immediate return and its filling measures and commitments of relevant subjects
7.00 proposal on the rules of the meeting of bondholders of convertible companies
8.00 proposal on shareholder return planning of the company in the next three years (2022-2024)
9.00 proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific matters of the public offering of convertible corporate bonds
2. Disclosure of proposals
The above-mentioned proposals have been deliberated and adopted at the 13th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors of the company. For details of the proposals, please refer to the company’s publication in securities times, securities daily and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement information on.
3. Special resolution tips
The above proposals 1-7 and 9 are special resolutions, which must be passed by more than 2 / 3 of the effective voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders; Among them, proposal 2 needs to be considered and approved item by item. Other proposals are ordinary resolutions, which shall be adopted by more than 1 / 2 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
4. Separate counting prompt
According to the requirements of the rules for the general meeting of shareholders of listed companies, all the above-mentioned motion companies will separately count and publicly disclose the votes of small and medium-sized investors (including shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company).
5. Tips on related matters
The proposals of this shareholders’ meeting do not involve related matters, and there is no need to set up avoidance voting.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting proposal
1.00 proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds √
2.00 proposal on the company’s public issuance of convertible corporate bonds
2.01 types of securities issued this time √
2.02 issuance scale √
2.03 face value and issue price √
2.04 bond term √
2.05 bond interest rate √
remarks
Proposal code proposal name the ticked column can vote
2.06 term and method of interest payment √
2.07 guarantee matters √
2.08 conversion period √
2.09 determination and adjustment of share conversion price √
2.10 downward correction clause of share conversion price √
2.11 method for determining the number of converted shares √
2.12 redemption terms √
2.13 resale terms √
2.14 dividend distribution after share conversion √
2.15 issuance method and object √
2.16 arrangement of placing to original shareholders √
2.17 bondholders and bondholders’ meetings √
2.18 purpose of the raised funds √
2.19 raised funds management and deposit account √
2.20 rating matters √
2.21 matters related to the trustee
2.22 validity of this resolution
3.00 proposal on the company’s plan for public issuance of convertible corporate bonds √
4.00 on the feasibility of using funds raised by public issuance of convertible corporate bonds √
Proposal on analysis report
5.00 proposal on the report on the use of the company’s previously raised funds √
6.00 diluted immediate return on public issuance of convertible corporate bonds and its filling √
Proposal on measures and commitments of relevant subjects
7.00 proposal on meeting rules of bondholders of convertible companies √
8.00 √ on the shareholder return plan of the company in the next three years (2022-2024)
Proposal
9.00 proposal for the general meeting of shareholders to authorize the board of directors and its authorized persons to do all things √
