Securities code: 301217 securities abbreviation: Tongguan copper foil Announcement No.: 2022010 Anhui Tongguan copper foil Group Co., Ltd
Announcement of the resolution of 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.
Special tips:
1. There is no resolution at this shareholders’ meeting;
2. This general meeting of shareholders does not involve changing the resolution of the previous general meeting of shareholders.
1、 Convening and attendance of the meeting
1. Date and time of the meeting:
(1) On site meeting time: 14:30, March 2, 2022 (Wednesday);
(2) Online voting time: Wednesday, March 2, 2022. Among them, the time for online voting through the trading system of Shenzhen stock exchange is the trading time on March 2, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 2, 2022.
2. Meeting mode: this meeting adopts the combination of on-site voting and online voting.
3. Venue of the meeting: conference room on the first floor of Anhui Tongguan copper foil Group Co., Ltd., No. 189 Qingxi Avenue, Chizhou economic and Technological Development Zone, Anhui Province.
4. Convener: the board of directors of the company.
5. Moderator: Mr. Gan Guoqing, director and general manager (the chairman, Mr. Ding Shiqi, is on business trip, and this shareholders’ meeting is presided over by Mr. Gan Guoqing, director and general manager jointly elected by more than half of the directors).
6. The convening and convening procedures of this general meeting of shareholders comply with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other laws, administrative regulations, departmental rules, normative documents and the company’s charter.
7. Attendance at the meeting
(1) General attendance of shareholders:
43 shareholders voted on the spot and online, representing 608432363 shares, accounting for 733922% of the total shares of the listed company.
Among them, 7 shareholders voted on the spot, representing 600014000 shares, accounting for 723767% of the total shares of the listed company.
36 shareholders voted online, representing 8417963 shares, accounting for 1.0154% of the total shares of the listed company.
(2) Overall attendance of minority shareholders:
There were 41 minority shareholders voting on site and online, representing 4308218 shares, accounting for 0.5197% of the total shares of the listed company.
Among them, there are 6 minority shareholders voting on site, representing 14400 shares, accounting for 0.0017% of the total shares of the listed company.
35 minority shareholders voted online, representing 4293818 shares, accounting for 0.5179% of the total shares of the listed company.
(3) Some directors, supervisors, senior managers and witness lawyers of the company attended and attended the shareholders’ meeting as nonvoting delegates.
2、 Deliberation and voting of proposals
The shareholders’ meeting considered and passed the following proposals and formed resolutions by combining on-site written open voting and online voting:
(I) deliberated and passed the proposal on changing the company’s registered capital, the type of company registration, amending the articles of association and handling the change of industrial and commercial registration
(1) Total voting:
608368863 shares were agreed, accounting for 999896% of the shares held by all shareholders attending the meeting; Against 63500 shares, accounting for 0.0104% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
The minority shareholders agreed to attend the meeting, accounting for 429861% of the 4261 shares held by the minority shareholders; Against 63500 shares, accounting for 1.4739% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the total number of effective voting shares held by shareholders (including shareholders’ agents) who have attended the general meeting of shareholders.
(II) deliberated and passed the proposal on using some over raised funds to permanently supplement working capital
(1) Total voting:
608364563 shares were approved, accounting for 999889% of the shares held by all shareholders attending the meeting; Against 67800 shares, accounting for 0.0111% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
4240418 shares were approved, accounting for 984263% of the shares held by minority shareholders attending the meeting; Against 67800 shares, accounting for 1.5737% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: this motion has been passed. (III) the proposal on cash management using some idle raised funds (1) general voting:
608364563 shares were approved, accounting for 999889% of the shares held by all shareholders attending the meeting; Against 67800 shares, accounting for 0.0111% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting. (2) Total voting of minority shareholders:
4240418 shares were approved, accounting for 984263% of the shares held by minority shareholders attending the meeting; Against 67800 shares, accounting for 1.5737% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: this motion has been passed.
(IV) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
(1) Total voting:
5910663 shares were approved, accounting for 700950% of the shares held by all shareholders attending the meeting; Against 64700 shares, accounting for 0.7673% of the shares held by all shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 291377% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
1786518 shares were approved, accounting for 414677% of the shares held by minority shareholders attending the meeting; Against 64700 shares, accounting for 1.5018% of the shares held by minority shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 570305% of the shares held by minority shareholders attending the meeting.
Avoidance of voting by related parties: the related shareholders related to this proposal are Tongling Nonferrous Metals Group Co.Ltd(000630) , Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd. As of the date of equity registration, the total number of voting shares of the company held by the above shareholders is 621761658, and the voting on this proposal has been avoided.
Voting result: this motion has been passed.
(V) deliberated and passed the proposal on Amending the rules of procedure of the general meeting of shareholders
(1) Total voting:
Agree to 605910663 shares, accounting for 995855% of the shares held by all shareholders attending the meeting; Against 64700 shares, accounting for 0.0106% of the shares held by all shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 0.4038% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
1786518 shares were approved, accounting for 414677% of the shares held by minority shareholders attending the meeting; Against 64700 shares, accounting for 1.5018% of the shares held by minority shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 570305% of the shares held by minority shareholders attending the meeting.
Voting result: this motion has been passed.
(VI) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
(1) Total voting:
Agree to 605907563 shares, accounting for 995850% of the shares held by all shareholders attending the meeting; Against 63500 shares, accounting for 0.0104% of the shares held by all shareholders attending the meeting; 2461300 shares were abstained (including 2457000 shares by default due to non voting), accounting for 0.4045% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
1783418 shares were approved, accounting for 413957% of the shares held by minority shareholders attending the meeting; Against 63500 shares, accounting for 1.4739% of the shares held by minority shareholders attending the meeting; The number of shares held by minority shareholders who did not abstain from voting accounted for 2430057%, of which 245700 were held by minority shareholders who did not abstain from voting.
Voting result: this motion has been passed.
(VII) deliberated and passed the proposal on Amending the management system of connected transactions
(1) Total voting:
Agree to 605910663 shares, accounting for 995855% of the shares held by all shareholders attending the meeting; Against 64700 shares, accounting for 0.0106% of the shares held by all shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 0.4038% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
1786518 shares were approved, accounting for 414677% of the shares held by minority shareholders attending the meeting; Against 64700 shares, accounting for 1.5018% of the shares held by minority shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 570305% of the shares held by minority shareholders attending the meeting.
Voting result: this motion has been passed.
(VIII) deliberated and passed the proposal on Revising the external guarantee management system
(1) Total voting:
Agree to 605907563 shares, accounting for 995850% of the shares held by all shareholders attending the meeting; Against 64700 shares, accounting for 0.0106% of the shares held by all shareholders attending the meeting; Abstained 2460100 shares (including 2457000 shares by default due to non voting), accounting for 0.4043% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
1783418 shares were approved, accounting for 413957% of the shares held by minority shareholders attending the meeting; Against 64700 shares, accounting for 1.5018% of the shares held by minority shareholders attending the meeting; 2460100 shares were abstained (including 2457000 shares by default due to non voting), accounting for 571025% of the shares held by minority shareholders attending the meeting.
Voting result: this motion has been passed.
(IX) deliberated and adopted the proposal on Revising the working system of independent directors
(1) Total voting:
605908763 shares were approved, accounting for 995852% of the shares held by all shareholders attending the meeting; Against 66600 shares, accounting for 0.0109% of the shares held by all shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 0.4038% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
1784618 shares were approved, accounting for 414236% of the shares held by minority shareholders attending the meeting; Against 66600 shares, accounting for 1.5459% of the shares held by minority shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 570305% of the shares held by minority shareholders attending the meeting.
Voting result: this motion has been passed.
(x) the proposal on Amending the rules of procedure of the board of supervisors (1) general voting:
Agree to 605910663 shares, accounting for 995855% of the shares held by all shareholders attending the meeting; Against 64700 shares, accounting for 0.0106% of the shares held by all shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 0.4038% of the shares held by all shareholders attending the meeting.
(2) Total voting of minority shareholders:
1786518 shares were approved, accounting for 414677% of the shares held by minority shareholders attending the meeting; Against 64700 shares, accounting for 1.5018% of the shares held by minority shareholders attending the meeting; 2457000 shares were abstained (including 2457000 shares by default due to non voting), accounting for 570305% of the shares held by minority shareholders attending the meeting.
Voting result: this motion has been passed.
3、 Legal opinion issued by lawyer
Lawyers Shu Xiaojun and Fang Juan of Anhui Chengyi law firm came to the meeting to certify the shareholders’ meeting and issued a legal opinion for the shareholders’ meeting. The legal opinion held that the qualifications of the convener, convening and holding procedures, the qualifications of the participants, proposals, voting procedures and voting results of the company’s shareholders’ meeting were in line with laws, regulations Normative documents and company seal
