Securities code: 300967 securities abbreviation: Ningxia Xiaoming Agriculture & Animal Husbandry Co.Ltd(300967) Announcement No.: 2021-121 Ningxia Xiaoming Agriculture & Animal Husbandry Co.Ltd(300967)
Suggestive announcement on convening the second extraordinary general meeting of shareholders in 2021
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 Fourth Board of directors of Ningxia Xiaoming Agriculture & Animal Husbandry Co.Ltd(300967) (hereinafter referred to as “the company”) deliberated and adopted the proposal on proposing to convene the second extraordinary general meeting of shareholders in 2021, and decided on December 17, 2021 (Friday) the company held the second extraordinary general meeting of shareholders in 2021 to review the relevant proposals submitted at the 13th meeting of the Fourth Board of directors and the 8th meeting of the Fourth Board of supervisors. The company published the notice on convening the second extraordinary general meeting of shareholders in 2021 on the information disclosure media designated by the CSRC on December 2, 2021 (Announcement No.: 2021-096), the relevant matters of the general meeting of shareholders 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 2021
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: it shall be deliberated and approved by the 13th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, and it shall be decided to convene the general meeting of shareholders. The convening procedures shall comply with relevant laws, regulations, normative documents and the articles of Association.
4. Date and time of the meeting:
(1) On site meeting time: 14:00, Friday, December 17, 2021.
(2) Online voting time: Friday, December 17, 2021
Among them, the specific time for 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 Friday, December 17, 2021; the specific time for voting through the Internet voting system of Shenzhen stock exchange is December 17, 2021 (Friday) 9:15-15:00. 5. Convening method of the meeting: the shareholders’ meeting adopts the combination of on-site voting and online voting. (1) on site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting by authorization;
(2) Online voting: the general meeting of shareholders will pass the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）Provide the shareholders of the company 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. Online voting includes two voting methods: securities trading system and Internet system. The same shareholder can only choose one of them.
Shareholders of the company can only choose one of on-site voting or online voting. If the same shareholder’s account is voted repeatedly by the above two methods, the voting result shall be subject to the first valid voting result.
6. Equity registration date of the meeting: Friday, December 10, 2021
7. Attendees:
(1) As of the equity registration date December 10, 2021 (Friday) all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at the closing of the market in the afternoon. All the above shareholders of the company have the right to attend the general meeting of shareholders and can entrust an agent to attend the meeting and vote in writing. The shareholder agent may not be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyer employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Site meeting location: Ningxia Xiaoming Agriculture & Animal Husbandry Co.Ltd(300967) conference room on the first floor of office building.
2、 Matters considered at the meeting
1. Deliberating the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
2. Deliberating the proposal on issuing convertible corporate bonds to unspecified objects item by item
2.1 types of securities issued
2.2 issuance scale
2.3 par value and issue price
2.4 bond term
2.5 bond interest rate
2.6 term and method of interest payment
2.7 term of share conversion
2.8 basis for determining the initial conversion price
2.9 adjustment method and calculation formula 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 ownership of relevant dividends in the year of share conversion
2.15 issuance method and object
2.16 placement arrangement to original shareholders
2.17 matters related to bondholders’ meeting
2.18 the conversion price shall not be revised upward
2.19 circumstances constituting the breach of convertible bonds, liabilities for breach of contract and their bearing methods, as well as litigation, arbitration or other dispute resolution mechanisms after the breach of convertible bonds
2.20 purpose of the raised funds
2.21 guarantee matters
2.22 deposit of raised funds
2.23 validity period of this issuance plan
3. Deliberating the proposal on the demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects
4. Deliberating the proposal on the plan for issuing convertible corporate bonds to unspecified objects
5. Deliberating the proposal on the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects
6. Review the proposal on the impact of the company’s issuance of convertible corporate bonds to unspecified objects on the company’s main financial indicators and the measures taken by the company
7. Deliberating the proposal on the rules for the meeting of bondholders of convertible companies
8. Deliberating the proposal on the report on the use of the previously raised funds
9. Deliberating the proposal on the planning of shareholders’ dividend return in the next three years (2021-2023)
10. Deliberating the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of convertible corporate bonds to unspecified objects
The above proposals were deliberated and adopted at the 13th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors. Specific contents the company has published relevant announcements on cninfo.com.cn.
Among the above proposals, items 1-10 are special resolutions, The above proposal shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ proxies) attending the general meeting of shareholders. The above proposal will separately count the votes of small and medium-sized investors (except the directors, supervisors, senior managers of the company, shareholders who individually or jointly hold more than 5% of the shares of the company and their persons acting in concert) and disclose the results.
3、 Proposal code
remarks
Proposal code proposal name items checked in this column can be voted
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 √ on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
Proposal
2.00 proposal on issuing convertible corporate bonds to unspecified objects √
2.01 types of securities issued √
2.02 issuance scale √
2.03 face value and issue price √
2.04 bond term √
2.05 bond interest rate √
2.06 term and method of interest payment √
2.07 conversion period √
2.08 determination basis of initial share conversion price √
2.09 adjustment method and calculation formula 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 ownership of relevant dividends in the year of share conversion √
2.15 issuance method and object √
2.16 arrangement for placing to original shareholders √
2.17 matters related to bondholders’ meeting √
2.18 the conversion price shall not be revised upward √
2.19 circumstances constituting the default of convertible bonds, liability for breach of contract and its bearing method and convertible √
Litigation, arbitration or other dispute resolution mechanisms after default of debt
2.20 purpose of the raised funds √
2.21 guarantee matters √
2.22 deposit of raised funds √
2.23 validity period of this issuance plan √
3.00 demonstration and Analysis on the scheme of issuing convertible corporate bonds to unspecified objects √
Report proposal
4.00 proposal on the plan for issuing convertible corporate bonds to unspecified objects √
5.00 √ on the use of funds raised by issuing convertible corporate bonds to unspecified objects
Proposal on Feasibility Analysis Report
6.00 diluted spot return of convertible corporate bonds issued by the company to unspecified objects √
Report on the impact on the company’s main financial indicators and the measures taken by the company
7.00 proposal on rules of convertible bondholders meeting √
8.00 proposal on the report on the use of previously raised funds √
9.00 discussion on shareholder dividend return planning in the next three years (2021-2023) √
Case
10.00 on submitting to the general meeting of shareholders to authorize the board of directors to handle with full powers and issue √ to unspecified objects
Proposal on issues related to convertible corporate bonds
4、 Meeting registration method
1. Registration method:
(1) Registration of corporate shareholders. Corporate shareholders shall be represented at the meeting by their legal representatives or agents entrusted by the legal representatives. If the legal representatives attend the meeting, they shall present their original ID cards, copies of business licenses stamped with official seals and the original valid shareholding certificates of corporate shareholders; if the legal representatives entrust agents to attend the meeting, the agents shall present their ID cards Legal representative of legal person shareholder unit
