Shenghe Resources Holding Co.Ltd(600392) the second extraordinary general meeting of shareholders in 2022
Meeting materials
Shenghe Resources Holding Co.Ltd(600392) 600392
March, 2002
Instructions for participants
In order to safeguard the legitimate rights and interests of all shareholders and ensure the normal order and efficiency of the general meeting of shareholders, in accordance with the relevant provisions of the company law, the securities law, the articles of association and the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission, the following instructions are hereby formulated, and all personnel attending the general meeting of shareholders are expected to strictly abide by them:
1. In order to timely count the total number of shares held by the shareholders (shareholders’ agents) attending the meeting, all shareholders registered to attend the general meeting of shareholders are requested to attend the meeting on time.
2. In order to ensure the seriousness and normal order of the shareholders’ meeting and effectively safeguard the legitimate rights and interests of the shareholders (shareholders’ agents) attending the meeting, the company has the right to refuse other people to enter the meeting place according to law, except the shareholders (shareholders’ agents), the company’s directors, supervisors, the Secretary of the board of directors, senior managers, lawyers and accountants employed by the company and the personnel invited by the board of directors.
3. Shareholders who attend the general meeting of shareholders shall enjoy the right to speak, vote and other rights according to law, and perform their legal obligations and abide by relevant rules. Those who interfere with the order of the general meeting of shareholders and infringe upon the legitimate rights and interests of other shareholders will be reported to the relevant departments for handling.
4. During the shareholders’ meeting, shareholders can speak. When a shareholder requests to speak, he or she may raise his or her hand first and then speak or ask questions with the permission of the chairman of the meeting. When shareholders request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders, nor raise questions unrelated to the proposal of the shareholders’ meeting. Each shareholder shall not speak for more than five minutes, and the same shareholder shall not speak more than twice. No statement will be made during the voting of the general assembly.
5. According to the articles of association, if shareholders with proposal qualification need to put forward temporary proposals at the general meeting of shareholders, they need to submit a written proposal to the board of directors 10 days before the general meeting of shareholders, otherwise they shall not put forward new proposals when speaking. 6. The chairman of the general meeting shall answer the questions or questions of shareholders or instruct relevant responsible personnel to answer them. The time for answering questions shall not exceed 5 minutes. If the issues involved are complex, you can reply after the shareholders’ meeting.
7. The chairman or relevant person in charge of the meeting has the right to refuse to answer questions that have nothing to do with the topic or will disclose the company’s business secrets or obviously damage the common interests of the company or shareholders.
8. This general meeting of shareholders is held by combining online voting and on-site meeting. Shareholders participating in online voting shall abide by the relevant rules of Shanghai Stock Exchange on online voting. Voting at the on-site general meeting shall be conducted by open ballot. Shareholders attending the on-site meeting or their entrusted agents shall fill in the voting votes for voting after deliberating the proposal, and the lawyers and scrutineers shall jointly count, monitor and count the voting data. The meeting staff will upload the voting data of on-site voting to the information company of Shanghai Stock Exchange. The information company of Shanghai Stock Exchange will summarize the uploaded on-site voting data and online voting data, count the final voting results and return them to the company.
9. There are three vote supervisors in this meeting, which are two shareholder representatives and one supervisor. The vote supervisor is responsible for the supervision and verification of the voting situation and signing the voting results of the proposal.
10. After the proposal is voted on, the scrutineer shall announce the voting results, and the lawyer shall read out the legal opinion.
Shenghe Resources Holding Co.Ltd(600392)
Agenda of the second extraordinary general meeting of shareholders in 2022
Meeting time: 14:30, Tuesday, March 1, 2022
Venue: 7 / F, Tianfu, south of Chengdu, No. 66, Shenghe 1st Road, hi tech Zone, Chengdu (company conference room). Moderator: Chairman Hu zesong. Voting method: combination of on-site voting and online voting. Agenda:
1、 The host announced the opening of the on-site meeting.
2、 The chairman of the meeting introduced the number of shareholders (or authorized representatives of shareholders) attending the on-site meeting and the total number of shares represented, the directors, supervisors, senior managers, lawyers and other relevant personnel attending the meeting, introduced the rules of the meeting and explained the legality and effectiveness of the shareholders’ meeting.
3、 Consider the following matters one by one:
No. proposal name
1. Proposal on proposed cancellation of repurchased shares and reduction of registered capital
2. Proposal on Amending the articles of Association
4、 The shareholders attending the on-site meeting shall review the documents of the general meeting and make speeches at the general meeting.
5、 Select and determine vote counting and scrutinizing staff.
6、 Shareholders and shareholders’ representatives shall vote on the proposal on site.
7、 Adjourn the meeting temporarily and wait for the online voting results.
8、 The voting results will be read out by the supervisors and the network.
9、 The Secretary of the board of directors read out the resolution of the shareholders’ meeting.
10、 The directors attending the meeting shall sign the resolutions, minutes and other relevant documents of the meeting.
11、 The witness lawyer read out the legal opinion of the shareholders’ meeting.
12、 The moderator declared the meeting closed.
Conference documents directory
1、 Proposal 1: proposal on proposed cancellation of repurchased shares and reduction of registered capital proposal 2: proposal on Amending the articles of Association
Proposal 1:
Proposal on proposed cancellation of repurchased shares and reduction of registered capital
Shareholders and shareholder representatives:
According to the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 – share repurchase and the repurchase plan disclosed by the company, the company plans to cancel all 2340497 shares repurchased and go through the cancellation procedures in accordance with relevant regulations. The relevant matters are reported as follows:
1、 Implementation of repurchase
The company held the 24th (Interim) meeting of the sixth board of directors on September 16, 2018, and the first extraordinary general meeting of shareholders in 2018 on October 10, 2018. Relevant proposals such as the plan for share repurchase through centralized bidding transaction were reviewed and approved, and the 29th meeting of the sixth board of directors was held on April 8, 2019, The proposal on adjusting the share repurchase scheme by means of centralized bidding transaction was deliberated and adopted, and the report on repurchase of company shares by means of centralized bidding transaction and the report on repurchase of company shares by means of centralized bidding transaction (Revised Version) were disclosed on October 20, 2018 and April 9, 2019.
According to the repurchase plan, the company plans to use the self raised fund of no more than RMB 188 million to repurchase the company’s shares in the form of centralized bidding transaction. The number of shares to be repurchased shall not exceed 1% of the company’s total share capital (i.e. no more than 17551670 shares), the repurchase price shall not exceed 10.65 yuan / share, and all the repurchased shares shall be used for the subject shares of the implementation of the equity incentive plan. If the above plan is not implemented within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law.
The term of share repurchase shall be no more than 6 months from the date when the plan is considered and approved by the east meeting of the company.
During the period from November 26, 2018 to April 10, 2019, the company completed the share repurchase, and actually repurchased 2340497 shares, accounting for 0.13% of the total share capital of the company. The maximum repurchase price was 9.57/share, the minimum repurchase price was 8.61 yuan / share, the average repurchase price was 9.16 yuan / share, and the total amount paid was 21438234.05 yuan (excluding stamp duty, commission and other transaction expenses). The total amount paid for this repurchase, repurchase price and repurchase quantity are in line with the share repurchase plan deliberated and approved by the general meeting of shareholders. There is no difference between the actual implementation of this share repurchase and the originally disclosed share repurchase plan, and the company has completed the repurchase according to the disclosed plan.
2、 Reasons and number of shares cancelled this time
According to the company’s repurchase plan, all the repurchased shares are intended to be used for the subject shares of the implementation of the equity incentive plan. If the above plan is not implemented within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law. In January 2021, the company disclosed the 2021 restricted stock incentive plan (Draft). After the disclosure of the 2021 restricted stock incentive plan (Draft), the market situation of the company’s rare earth industry has changed greatly, the prices of major rare earth products have increased significantly, and the company’s stock price has also fluctuated significantly, The background of the implementation of equity incentive has changed. If we continue to promote the 2021 restricted stock incentive plan (Draft), and
The company tries to establish and improve a scientific and feasible long-term incentive and restraint mechanism through equity incentive. The objectives are not completely consistent, so it is necessary to further optimize the implementation conditions and schemes. After careful study, the company terminated the 2021 restricted stock incentive plan (Draft) in April 2021, and based on the current actual situation, the company cannot launch a new equity incentive plan before the expiration of the repurchased shares. Therefore, according to the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 – share repurchase and the repurchase plan disclosed by the company, the company plans to cancel 2340497 shares repurchased and go through relevant cancellation procedures in accordance with the regulations.
3、 Impact of this cancellation on the company
(I) changes in the company’s equity structure
After the cancellation, the total number of shares of the company will be changed from 1755167067 shares to 1752826570 shares. The shareholding ratio of the controlling shareholder of the company, Institute of comprehensive utilization of minerals, Chinese Academy of Geological Sciences, will be increased from 14.04% to 14.06%. The specific equity structure is expected to change as follows:
Before category change and after this change
Non tradable shares 1755167067 – 2340497 1752826570
Total 1755167067 – 2340497 1752826570
Note: the above equity structure changes shall be subject to the equity structure table issued by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the completion of relevant matters.
(II) impact on the company’s financial statement items
The cancellation of the repurchased shares will reduce the paid in capital, capital reserve and treasury shares, and have no impact on the net assets, net profit, earnings per share (Note: the repurchased shares need to be excluded when calculating the earnings per share according to the regulations) and the rate of return on net assets attributable to the shareholders of the listed company. The expected impacts of specific consolidated financial statement items are as follows:
The cancellation of treasury shares on September 30, 2021 affects the data of financial statements after cancellation
Paid in capital (or share capital) 1755167067 – 2340497 1752826570
Capital reserve 2097445800.25 – 19162480.43 2078283319.82
Treasury shares 21502977.43 -21502977.43 0.00
(III) impact on the company’s financial situation and operating results
The cancellation of the repurchased shares will not have a significant impact on the company’s financial status and operating results, there will be no damage to the interests of the company and the rights of small and medium-sized investors, nor will the equity distribution of the company fail to meet the listing conditions, nor will it affect the listing status of the company.
4、 Subsequent arrangements for the cancellation of shares
The cancellation and repurchase of shares need to be submitted to the general meeting of shareholders of the company for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the cancellation of the repurchased shares, including but not limited to applying to the stock exchange for cancellation, applying to the registration and Clearing Company for handling relevant registration and clearing business, amending the articles of Association, applying to the market supervision and administration department for handling the change registration of the company’s registered capital, etc. The authorization is valid from the date of deliberation and approval by the general meeting of shareholders of the company to the date of completion of such specific implementation matters.
The proposal has been deliberated and adopted at the 22nd Meeting of the seventh board of directors of the company. It is hereby submitted to this general meeting of shareholders for deliberation by all shareholders and shareholder representatives.
Shenghe Resources Holding Co.Ltd(600392) board of directors March 1, 2022
Proposal 2:
Proposal on Amending the articles of Association
Shareholders and shareholder representatives:
According to the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange and the Shanghai Stock Exchange
Self regulatory guidelines for listed companies No. 7 – share repurchase, guidelines for the articles of association of listed companies, and governance of listed companies
According to the code and other relevant laws and regulations, and in combination with the actual situation of the company, it is proposed to amend the articles of association as follows:
Before and after Clause amendment
(the revised content is italicized and underlined)
Article 6 the registered capital of the company is RMB, and the registered capital of the company is RMB 175282657, 1755167067. Ten thousand yuan.
The total number of current shares of the company is 175,
