Securities code: 000528 securities abbreviation: Guangxi Liugong Machinery Co.Ltd(000528) Announcement No.: 2021-98
Guangxi Liugong Machinery Co.Ltd(000528)
Notice on convening the third 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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the third extraordinary general meeting of shareholders of the company in 2021.
2. Convener of the general meeting of shareholders: the board of directors of the company. On December 13, 2021, the proposal on convening the third extraordinary general meeting of shareholders in 2021 was deliberated and adopted at the 40th (extraordinary) meeting of the eighth board of directors of the company.
3. Legality and compliance of the meeting: the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association. 4. Date and time of the meeting:
(1) On site meeting time: 14:30, December 30, 2021;
(2) Online voting time: December 30, 2021.
Time of voting through the Internet voting system of Shenzhen Stock Exchange: 9:15 ~ 15:00, December 30, 2021. Time for online voting through the trading system of Shenzhen Stock Exchange: 9:15 ~ 9:25 on December 30, 2021; 9: 30 ~ 11:30 and 13:00 ~ 15:00.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. The company will use the trading system and 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 can exercise their voting rights through the above system during the online voting time.
For the same voting right, one of on-site voting and online voting shall be selected. In case of repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: the equity registration date of the shareholders’ meeting is December 24, 2021.
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date (December 24, 2021);
At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company. See Annex 2 for power of attorney.
When considering the third proposal of the general meeting of shareholders, affiliated shareholders need to withdraw from voting. For details, see “(II) disclosure” and “(III) specially emphasized matters” of “II. Matters to be considered at the meeting”. Shareholders who need to withdraw from voting shall not accept the entrustment of other shareholders to vote.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of the on-site meeting: conference room 106 Guangxi Liugong Machinery Co.Ltd(000528) No. 1, LiuTai Road, Liuzhou, Guangxi.
2、 Matters considered at the meeting
(i) Matters considered
Whether the numbered proposal avoids voting
On the amendment of the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and no supervision
1.00 proposal on the rules of procedure of the board of directors
2.00 proposal on the company’s formulation of independent director working system no
3.00 the proposal on the company’s expected daily connected transaction limit in 2022 is
Proposal on the company’s expected daily connected transaction quota in 2022 (to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) group and its subsidiaries)
3.01 the company purchased goods and received labor services of 87.168 million yuan; Selling goods and services to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) group and its subsidiaries
Providing labor services (23.94 million yuan).
Proposal on the company’s expected daily connected transaction quota in 2022 (to Guangxi Cummins Industrial Power Co., Ltd
3.02 the company purchased goods and received labor services of 1433390000 yuan; Selling goods to Guangxi Cummins Industrial Power Co., Ltd
And providing labor services (RMB 6.68 million).
Proposal on the company’s expected daily connected transaction quota in 2022 (from Liuzhou ZF Machinery Co., Ltd.)
3.03 RMB 208480000 yuan for purchasing goods and receiving labor services; Selling goods and providing labor services to Liuzhou ZF Machinery Co., Ltd
26.44 million yuan).
Proposal on the company’s estimated daily connected transaction limit in 2022 (to Guangxi Liugong Machinery Co.Ltd(000528) Metso construction equipment (Changzhou)
3.04 the company purchased goods and received labor services of RMB 31.62 million; Xiang Guangxi Liugong Machinery Co.Ltd(000528) Metso construction equipment (Changzhou) Co., Ltd
The company sells goods and provides labor services (5.46 million yuan).
Proposal on the company’s expected daily connected transaction quota in 2022 (purchased from Guangxi Weixiang Machinery Co., Ltd.)
3.05 goods and services received: RMB 91.602 million; Selling goods and providing labor services to Guangxi Weixiang Machinery Co., Ltd
114.11 million yuan).
4.00 proposal on the change of the board of directors of the company and the election of non independent directors of the ninth board of directors no
4.01 elect Mr. Zeng Guangan as a non independent director of the ninth board of directors of the company no
4.02 elect Mr. Zheng Jin as a non independent director of the ninth board of directors of the company no
4.03 elect Mr. Huang Haibo as a non independent director of the ninth board of directors of the company no
4.04 elect Mr. Wen Wu as a non independent director of the ninth board of directors of the company no
4.05 elect Mr. Su Zimeng as a non independent director of the ninth board of directors of the company no
4.06 elect Mr. Dong Jiaxun as a non independent director of the ninth board of directors of the company no
4.07 elect Mr. Wang Jiansheng as a non independent director of the ninth board of directors of the company no
5.00 proposal on the change of the board of directors of the company and the election of independent directors of the ninth board of directors no
5.01 elect Mr. Li Jiaming as an independent director of the ninth board of directors of the company no
5.02 elect Ms. Chen Xueping as an independent director of the ninth board of directors of the company no
5.03 elect Mr. Deng tengjiang as an independent director of the ninth board of directors of the company no
5.04 elect Ms. Huang Zhimin as an independent director of the ninth board of directors of the company no
6.00 proposal on the change of the board of supervisors of the company and the election of shareholders’ representative supervisors of the ninth board of supervisors no
6.01 elect Mr. Lai Songping as the shareholder representative supervisor of the ninth board of supervisors of the company no
6.02 elect Mr. Wei libing as the shareholder representative supervisor of the ninth board of supervisors of the company no
（2） Disclosure
The above proposal has been deliberated and adopted at the 40th (Interim) meeting of the 8th board of directors and the 34th meeting of the 8th board of supervisors. For details, see the company’s disclosure in China Securities Journal, securities times and cninfo.com on December 15, 2021（ http://www.cn.info.com..cn./ ）Relevant announcements and documents on.
（3） Special emphasis
1. Among the proposals considered at the general meeting of shareholders, the voting results of proposal 6 on the change of the board of supervisors of the company and the election of shareholders’ representative supervisors of the ninth board of supervisors are valid according to proposal 1 on the amendment of the company
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It is a prerequisite whether the proposal for proposal 6 has been deliberated and passed, that is, the voting result of proposal 6 will be valid only after proposal 1 has been deliberated and passed.
2. Item 1 of the proposal is a special resolution, which must be adopted by more than 2 / 3 of the effective voting rights of shareholders (including shareholders’ proxies) attending the general meeting of shareholders.
3. Items 4, 5 and 6 of the proposal shall be voted by cumulative voting. The so-called cumulative voting system means that when the general meeting of shareholders elects non independent directors, independent directors or shareholder representative supervisors, the number of voting votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates, Shareholders may distribute the number of election votes they have to the number of candidates to be elected (they may cast zero votes), but the total number shall not exceed the number of election votes they have.
The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection.
4. For the matters involved in Item 3 of the proposal, when the general meeting of shareholders votes on related party transactions, relevant related shareholders must withdraw from voting.
5. Items 3, 4, 5 and 6 of the proposal are major matters affecting the interests of small and medium-sized investors. The voting situation and voting results of small and medium-sized investors shall be counted and disclosed separately.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals (all proposals except cumulative voting proposals) √
Non cumulative voting proposal
About the company’s amendment to the articles of association, rules of procedure of the general meeting of shareholders and proceedings of the board of directors √
1.00 proposals on the rules of procedure of the board of supervisors and the rules of procedure of the board of supervisors
2.00 proposal on the company’s formulation of independent director working system √
Proposal on the company’s expected daily connected transaction quota in 2022 √ number of sub proposals of 3.00 as voting object: 5
Proposal on the company’s expected daily connected transaction quota in 2022 (to Guangxi Guangxi Liugong Machinery Co.Ltd(000528) group and
3.01 its subsidiaries purchased goods and received labor services of 87.168 million yuan; To Guangxi Guangxi Liugong Machinery Co.Ltd(000528) group and its √
Subsidiaries sell goods and provide labor services (23.94 million yuan).
Proposal on the company’s expected daily connected transaction quota in 2022 (to Guangxi Cummins Industry Co., Ltd
3.02 Power Co., Ltd. purchased goods and received labor services of 1433390000 yuan; To Guangxi Cummins industrial √
The company sells goods and provides labor services (RMB 6.68 million).
Proposal on the company’s expected daily connected transaction quota in 2022 (to Liuzhou ZF Machinery Co., Ltd.)
3.03 the company purchased goods and received labor services of 208480000 yuan; Xiangliuzhou ZF Machinery Co., Ltd. √
The company sells goods and provides labor services (26.44 million yuan).
Proposal on the company’s expected daily connected transaction limit in 2022 (to Guangxi Liugong Machinery Co.Ltd(000528) Metso construction)
3.04 Bei (Changzhou) Co., Ltd. purchased goods and received labor services of RMB 31.62 million; from Guangxi Liugong Machinery Co.Ltd(000528) Metso construction √
Equipment (Changzhou) Co., Ltd. sells goods and provides labor services (RMB 5.46 million).
About the company’s advance
