Securities code: 000333 securities abbreviation: Midea Group Co.Ltd(000333) Announcement No.: 2021-117 Midea Group Co.Ltd(000333)
Notice on convening 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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders
The shareholders’ meeting held this time is the first extraordinary shareholders’ meeting of Midea Group Co.Ltd(000333) (hereinafter referred to as “the company” or “the company”) in 2022.
2. Convener: the board of directors of the company.
The proposal on convening the first extraordinary general meeting of shareholders in 2022 has been deliberated and adopted at the third meeting of the Fourth Board of directors held on December 24, 2021.
3. Legality and compliance of the meeting: the convening of this annual general meeting of shareholders complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other normative documents and the articles of association.
4. Date and time of the shareholders’ meeting
(1) The on-site meeting will be held at 14:30 p.m. on Tuesday, January 11, 2022.
(2) The time of online voting is January 11, 2022. The specific time of 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 January 11, 2022; the specific time of online voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 11, 2022 Any time at 15:00 p.m.
5. Meeting method:
The shareholders’ meeting adopts the combination of on-site voting and online voting.
(1) On site voting: including attending in person and authorizing others to attend by filling in the power of attorney;
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ 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 network voting time.
All shareholders registered on the equity registration date of the general meeting of shareholders have the right to exercise their voting rights through the corresponding voting system. The same share can only choose one of on-site voting, online voting or other voting methods that meet the provisions. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: January 4, 2022.
7. Attendee
(1) All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the afternoon of the equity registration date, all the above shareholders of the company have the right to attend the shareholders’ meeting, and can entrust an agent to attend and vote in writing. The shareholder agent does not need to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Lawyers employed by the company and other guests invited by the board of directors.
8. Venue of the on-site meeting: conference room c407, Midea headquarters building, No. 6, Midea Avenue, Shunde District, Foshan City, Guangdong Province.
9. The votes of small and medium-sized investors shall be counted separately
The votes of small and medium-sized investors will be counted separately during the voting statistics of the company’s general meeting of shareholders. The results of separate vote counting will be publicly disclosed at the same time when the resolution of the general meeting of shareholders is announced.
2、 Matters considered at the meeting
(i) Deliberating the proposal on repurchase and cancellation of partial incentive shares of the restricted stock incentive plan in 2018 (see the announcement on repurchase and cancellation of partial incentive shares of the restricted stock incentive plan in 2018, 2019, 2020 and 2021 disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on December 27, 2021);
（2） Review the proposal on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2019 (see the announcement on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2018, 2019, 2020 and 2021 disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on December 27, 2021);
（3） Deliberating the proposal on repurchase and cancellation of partial incentive shares of 2020 restricted stock incentive plan (see the announcement on repurchase and cancellation of partial incentive shares of 2018, 2019, 2020 and 2021 restricted stock incentive plan disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on December 27, 2021);
（4） Review the proposal on repurchase and cancellation of partial incentive shares of the restricted stock incentive plan in 2021 (see the announcement on repurchase and cancellation of partial incentive shares of the restricted stock incentive plan in 2018, 2019, 2020 and 2021 disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on December 27, 2021);
（5） Deliberating the proposal on the proposed issuance of overseas bonds by overseas wholly-owned subsidiaries and the guarantee provided by the company (see the announcement on the proposed issuance of overseas bonds by overseas subsidiaries and the guarantee provided by the company, which was disclosed on cninfo.com and the company’s designated information disclosure newspaper on December 27, 2021);
（6） Deliberated the proposal on submitting the general meeting of shareholders to authorize the board of directors and the board of directors to authorize the management to handle matters related to the issuance of overseas bonds.
A total of 6 proposals were considered at this meeting, all of which are special resolutions and can be adopted only with the consent of more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
3、 Proposal code
Table 1: example table of proposal code of the general meeting of shareholders
The column marked with proposal code and proposal name in this column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
1.00 proposal on repurchase and cancellation of some incentive shares of 2018 restricted stock incentive plan √
2.00 proposal on repurchase and cancellation of some incentive shares of 2019 restricted stock incentive plan √
3.00 proposal on repurchase and cancellation of some incentive shares in 2020 restricted stock incentive plan √
4.00 proposal on repurchase and cancellation of some incentive shares in 2021 restricted stock incentive plan √
5.00 proposal on overseas bonds to be issued by overseas wholly-owned subsidiaries and guaranteed by the company √
6.00 proposal on requesting the general meeting of shareholders to authorize the board of directors and the board of directors to authorize the management to handle matters related to this √ issuance of overseas bonds
4、 Meeting registration items
(i) Registration time:
9:00 a.m. – 17:00 p.m. on working days from January 5 to January 7, 2022.
（2） Registration procedures:
1. Registration of corporate shareholders
The legal representative of a legal person shareholder must hold a shareholder account card, a copy of the business license stamped with the company’s official seal, a certificate of legal representative and his own ID card to go through the registration formalities; If an agent is entrusted to attend, it shall also hold the power of attorney of the legal person (Annex II) and the ID card of the attendee.
2. Individual shareholder registration
Individual shareholders shall go through the registration procedures with their own ID card, shareholding certificate and securities account card; If an agent is entrusted to attend, he must also hold the ID card of the attendee and the power of attorney (Annex II).
3. Place of registration:
Registration place: Midea headquarters building, No. 6, Midea Avenue, Beijiao Town, Shunde District, Foshan City, Guangdong Province.
4. Other matters
(1) The board, lodging and transportation expenses of the participants in the on-site meeting of the general meeting of shareholders shall be borne by themselves.
(2) Contact information:
Tel.: 0757-26637438
Contact: Yu Mingyang
Contact location: Midea headquarters building, No. 6, Midea Avenue, Beijiao Town, Shunde District, Foshan City, Guangdong Province
Postal Code: 528311
Designated Fax: 0757-26605456
mail box: [email protected].
Non local shareholders can register by letter or e-mail (the registration time shall be subject to the time of receiving the letter or e-mail). Please confirm the e-mail registration by telephone after sending it.
(3) During online voting, if the voting system is affected by major emergencies, the process of the shareholders’ meeting shall be carried out according to the notice of the day.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com..cn. ）For details about voting and online voting, see “Annex I. specific operation process of participating in online voting”.
6、 Documents for future reference
1. Midea Group Co.Ltd(000333) resolution of the third meeting of the Fourth Board of directors. It is hereby announced.
Midea Group Co.Ltd(000333) Annex I of the board of directors on December 27, 2021:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 360333
2. Voting abbreviation: Midea voting
3. Fill in the voting opinions or election votes.
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading hours on January 11, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 p.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 to 15:00 on January 11, 2022.
2. Shareholders who vote online through the Internet voting system shall handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ network services of Shenzhen Stock Exchange 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 II:
Power of attorney
I hereby entrust Mr. [] (Ms.) to attend the first extraordinary general meeting of shareholders in 2022 held by Midea Group Co.Ltd(000333) on January 11, 2022 on behalf of my company (individual), and vote on the following proposals on my behalf in accordance with the following instructions.
1、 My (my) clear voting opinions on the proposal of the general meeting of shareholders are as follows:
The proposal column checked is the same as the proposal name column of anti abandonment code, and you can vote for the right to vote
Non cumulative voting proposal
1.00 on partial incentive shares of 2018 restricted stock incentive plan √
Proposal on repurchase and cancellation
2.00 on Incentive shares for part of the 2019 restricted stock incentive plan √
Proposal on repurchase and cancellation
3.00 on Incentive shares for part of the 2020 restricted stock incentive plan √
Proposal on repurchase and cancellation
4.00 part of incentive shares for 2021 restricted stock incentive plan √
Proposal on repurchase and cancellation
5.00 notice on overseas bonds to be issued by overseas wholly owned subsidiaries and submitted by the company
