Shandong Delisi Food Co.Ltd(002330)
With regard to the announcement on the notice of convening the first extraordinary general meeting of shareholders in 2022, the company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as “the company”) held the 17th meeting of the 5th board of directors on February 27, 2022. The meeting decided to hold the first extraordinary general meeting of shareholders in 2022 on March 15, 2022. The relevant matters of this general meeting are hereby notified 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: the board of directors of the company.
3. Date and time of the meeting:
(1) On site meeting time: 14:30 PM, March 15, 2022.
(2) Online voting time: March 15, 2022.
Among them, the specific time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “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 15, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 15:00 p.m. on March 15, 2022.
4. Legality and compliance of the meeting: the convening of the general meeting of shareholders complies with the provisions of the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association.
5. Meeting mode: the combination of on-site voting and online voting is adopted in this shareholders’ meeting.
The company through the Shenzhen stock exchange trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time.
The shareholders of the company choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: March 10, 2022
7. Attendees:
(1) As of the afternoon closing of March 10, 2022 (equity registration date), all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. All shareholders of the above-mentioned company have the right to attend the general meeting of shareholders and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyers employed by the company and other personnel invited by the board of directors.
8. Venue: Board Office of Shandong Delisi Food Co.Ltd(002330) Industrial Park, Changcheng Town, Zhucheng City, Shandong Province.
2、 Consideration of conference matters
1. Proposal on Amending the articles of Association
2. Proposal on Amending the rules of procedure of the general meeting of shareholders
3. Proposal on Amending the rules of procedure of the board of directors
4. Proposal on by election of non employee representative supervisors of the 5th board of supervisors
5. Proposal on by election of non independent directors of the 5th board of directors
5.1 deliberation on the proposal on by election of Mr. Sun Baowen as a non independent director of the 5th board of directors
5.2 deliberation on the proposal on by election of Mr. Yan Dezhong as a non independent director of the 5th board of directors
The above proposal has been deliberated and adopted at the 17th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors of the company. For details, see China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on February 28, 2022 Relevant announcements of disclosure.
The first proposal mentioned above is a special resolution, which shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The fifth proposal above is elected by cumulative voting. There are 2 non independent directors to be elected this time. The number of election votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can distribute the number of election votes among candidates to the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they have. Otherwise, the voting on the proposal is invalid and shall be deemed as abstention.
The shareholders’ meeting counted the votes of small and medium-sized investors on the above proposals separately and disclosed the results of the separate vote counting. Small and medium-sized investors refer to shareholders other than shareholders who individually or jointly hold more than 5% (including 5%) of the company’s shares and directors, supervisors and senior managers of the company.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on Amending the articles of association √
2.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
3.00 proposal on Amending the rules of procedure of the board of directors √
4.00 proposal on by election of non employee representative supervisors of the Fifth Board of supervisors √
Cumulative voting proposal
5.00 number of persons to be elected in the proposal on by election of non independent directors of the 5th board of directors (2)
5.01 proposal on by election of Mr. Sun Baowen as a non independent director of the 5th board of directors √
5.02 proposal on by election of Mr. Yan Dezhong as a non independent director of the 5th board of directors √
4、 Meeting registration and other matters
1. Registration method: shareholders or shareholders’ agents attending the on-site meeting shall register in advance before the meeting. They do not accept telephone registration or on-site registration on the day of the meeting.
Relevant requirements are as follows:
(1) A natural person shareholder shall go through the registration formalities with his own ID card and shareholder account card, and the agent entrusted by the shareholder shall go through the registration formalities with the client’s ID card (copy), shareholder account card, shareholder’s power of attorney, agent’s ID card, etc;
(2) If the legal representative of a legal person shareholder attends the meeting, he / she shall go through the registration formalities with the account card of the legal person shareholder, the certificate of the legal representative, his / her ID card and the copy of the business license (stamped with the official seal); If the agent entrusted by its legal representative attends the meeting, it shall go through the registration formalities with the account card of the legal person shareholder, the ID card of the agent, the copy of the business license (stamped with the official seal) and the written power of attorney issued by the legal representative according to law;
(3) Non local shareholders can register by letter or fax with the above relevant certificates, and do not accept telephone registration.
2. Registration time: 9:00-11:30 a.m. and 14:00-16:00 p.m. on March 12, 2022.
3. Registration place: conference room of resident company in Changcheng Town, Zhucheng City, Shandong Province.
4. Requirements for submission of documents when agents entrusted to exercise voting rights need to register and vote:
Shareholders who are unable to attend the meeting for some reason may entrust an authorized agent to attend the meeting. See Annex 2 for the format of shareholder’s power of attorney. If a proxy is entrusted to attend, the power of attorney must specify the intention of approval, opposition or abstention on each matter to be voted at the shareholders’ meeting. If it is not specified, it shall be deemed that the proxy has the right to vote on its own.
5. Contact information:
Contact: Liu Peng
Tel: 39005366305363905137
Fax: 05369339137
Email: dls525126.com.
Address: conference room of resident company in Changcheng Town, Zhucheng City, Shandong Province.
6. Meeting expenses: the board, lodging and transportation expenses of the participants shall be borne by themselves.
5、 Specific operation process of shareholders participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
6、 Documents for future reference
1. Resolution of the 17th meeting of the 5th board of directors;
2. Resolution of the 14th meeting of the 5th board of supervisors.
It is hereby notified.
Shandong Delisi Food Co.Ltd(002330) board of directors
February 28, 2002 Annex 1
Specific operation process of participating in online voting
1、 Procedures for online voting
1. The voting code is “362330”, and the voting is referred to as “profit voting”.
2. Fill in voting opinions:
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of a listed company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system:
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
An example of the number of election votes held by shareholders under each proposal group is as follows:
① Election of non independent directors (in case of proposal 5, equal election shall be adopted, and the number of candidates shall be 2)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × two
Shareholders can distribute the number of election votes they have among the two candidates for non independent directors arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading hours on March 15, 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 15, 2022.
2. Shareholders who conduct online voting through the Internet voting system 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 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 2
Power of attorney
I hereby authorize (Mr. / Ms.) to attend the meeting of Shandong Shandong Delisi Food Co.Ltd(002330) food on behalf of the company (myself)
The first extraordinary general meeting of shareholders in 2022 held by the company on March 15, 2022
The bills considered shall exercise the voting right according to the instructions of this power of attorney, and shall be signed on behalf of others, which shall be signed at this meeting
