Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Announcement No.: 2022-019 Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Notice on convening the second extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The fifth (temporary) meeting of the sixth board of directors of Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as "the company") was held on February 21, 2022. The meeting decided to hold the second extraordinary general meeting of shareholders of the company in 2022 in the conference room on the seventh floor of the company, No. 113 Xixiang Reservoir Road, Bao'an District, Shenzhen on March 24, 2022. This general meeting of shareholders adopts the combination of on-site voting and online voting, Review the proposals submitted by the board of directors. The relevant matters of this shareholders' meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the company decided to hold the second extraordinary general meeting of shareholders in 2022 after deliberation and approval at the fifth meeting (Interim) of the sixth board of directors of the company, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of the company.
4. Date and time of the meeting:
On site meeting time: 14:30 PM, Thursday, March 24, 2022
Online voting time: March 24, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 24, 2022; The specific 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 24, 2022.
5. Convening method of the meeting: the shareholders' meeting adopts the combination of on-site voting and online voting. The company adopts Shenzhen stock exchange system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time.
Shareholders of the company can only choose one of on-site voting, online voting or other voting methods that meet the regulations
Voting method. In case of repeated voting of the same voting right, the first valid voting result shall prevail. Online voting package
It includes two voting methods: securities trading system and Internet system, and the same share can only choose one of them. 6. Equity registration date: March 21, 2022 (Monday)
7. Attendees:
(1) After closing at 15:00 p.m. on March 21, 2022, China Securities Depository and Clearing Co., Ltd
Serve as all shareholders of the company registered in Shenzhen Branch of the company;
(2) Directors, supervisors and other senior managers of the company;
(3) Any shareholder who has the right to attend and vote at the shareholders' meeting and is unable to attend the meeting for some reason shall be punished
An agent can be authorized in writing (see the annex for the format of power of attorney) to attend the meeting and participate in the table
Resolved that the entrusted agent need not be a shareholder of the company;
(4) Witness lawyer employed by the company;
(5) Other personnel approved by the board of directors of the company to attend as nonvoting delegates.
8. Meeting place: conference room on the seventh floor of the company, No. 113 Xixiang Reservoir Road, Bao'an District, Shenzhen
2、 Matters to be considered at the meeting:
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary √
2.00 proposal on the assessment measures for the implementation of the company's restricted stock incentive plan in 2022 √
3.00 about requesting the general meeting of shareholders to authorize the board of directors to handle the company's restricted stock incentive in 2022 √
Proposal on planning related matters
The above proposal was approved by the fifth meeting (Interim) and the sixth meeting of the sixth board of directors of the company on February 21, 2022
It was deliberated and approved at the fourth (Interim) meeting of the th session of the board of supervisors and submitted to the general meeting of shareholders of the company for deliberation. Please refer to the details of the motion
See securities times, Securities Daily, China Securities Journal, and China Securities Journal published on February 22, 2022
Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant announcements on.
Special tips:
The resolutions made by the shareholders' meeting on the above three deliberation matters must be approved by the shareholders attending the meeting
More than two-thirds of the voting power is passed.
According to the requirements of the rules for the general meeting of shareholders of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the above proposal is a major matter affecting the interests of small and medium-sized investors, The votes of small and medium-sized investors, that is, shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company, shall be counted and disclosed separately.
When the shareholders' incentive plan of a listed company is held, the shareholders' committee shall solicit the voting rights of all the shareholders of the listed company in accordance with the relevant provisions of the measures for the supervision and management of equity incentive plan. Therefore, Mr. Li Changqing, the independent director of the company, as the soliciter, solicited the voting rights of all shareholders of the company on the matters considered in the above three proposals. For details, see the disclosure on cninfo.com.cn on February 22, 2022 Report on public solicitation of entrusted voting rights by independent directors. 3、 Registration of participation in on-site meetings
1. Registration time: 9:00-11:00 a.m. and 14:00-16:00 p.m. on March 22, 2022.
2. Registration place of the meeting: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Securities Investment Department
3. The legal person shareholder shall hold the copy of business license, shareholder account card, shareholding list, certificate of legal representative or power of attorney of legal person, and the ID card of the attendee for registration;
4. Individual shareholders shall register with their own ID card, shareholder account card, shareholding list and other shareholding certificates;
5. The entrusted agent shall register with his own ID card, power of attorney, client's shareholder account card, shareholding list and other shareholding certificates; (see Annex for power of attorney)
6. Non local shareholders shall register by letter and email with the above relevant certificates, which must be delivered or sent to the company before March 22, 2022 (including the same day) (please indicate the words "general meeting of shareholders"), and telephone registration is not accepted.
7. The meeting lasts for half a day, and the shareholders attending the meeting shall bear their own accommodation and transportation expenses.
4、 Contact information
Company address: No. 113, Xixiang Reservoir Road, Bao'an District, Shenzhen
Postal Code: 518102
Contact: Mo Moujun, he Tongtong
Tel: 0755-29977586
Email: [email protected].
5、 Specific operation process of participating in online voting
At this shareholders' meeting, the company provides shareholders with an online voting platform, and shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting. See "Annex I" for the specific process of online voting
6、 Documents for future reference
1. (Interim) resolution of the 5th meeting of the 6th board of directors;
2. (Interim) resolution of the 4th meeting of the 6th board of supervisors.
Board of directors February 22, 2002
Annex I:
Specific operation process of shareholders participating in online voting
1、 Procedures for online voting
1. Voting code: 362215
2. Voting abbreviation: "Nope voting"
3. Proposal setting and opinion voting
(1) Proposal setting
remarks
Proposal code the ticked column of proposal name agrees to vote against abstention
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
proposal
1.00 about the company's 2022 restricted stock incentive plan (Draft)
And its summary √
2.00 assessment on the implementation of the company's restricted stock incentive plan in 2022 √
Proposal on measures
3.00 about requesting the general meeting of shareholders to authorize the board of directors to handle the company's 2022 √
Proposal on matters related to restricted stock incentive plan
(2) Fill in voting opinions
The proposal of the general meeting of shareholders is a non cumulative voting proposal, and the voting opinions are filled in: agree, disagree and abstain.
(3) When shareholders vote on the general proposal, they are deemed to vote on all other proposals except the cumulative voting proposal
Agree.
When shareholders vote on the same proposal repeatedly, the first valid vote shall prevail
accurate If the shareholders vote on the sub proposal first and then on the general proposal, the sub proposal that has been voted shall be adopted
The voting opinion of the proposal shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general motion is voted first
The voting opinion of the general proposal shall prevail if the votes are cast on separate proposals.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on March 24, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system will start voting from 9:15 a.m. to 15:00 p.m. on March 24, 2022.
2. For online voting through the Internet voting system, shareholders need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in April 2016) and obtain the "Shenzhen stock exchange digital certificate" or "Shenzhen Stock Exchange investor service password". The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II
Power of attorney
I hereby authorize Mr. / Ms. to attend on behalf of the company / myself on March 24, 2022
Held the Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2022 second extraordinary general meeting of shareholders and represented the company
/I vote on the following motion in accordance with the following instructions. The company / I have not made specific comments on the voting matters of this meeting
If instructed, the trustee can exercise the voting right on his behalf, and the consequences of exercising the voting right shall be borne by our unit (myself)
Load.
remarks
Proposal code the ticked column of proposal name agrees to vote against abstention
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
proposal
1.00 about the company 202
