Securities code: 002513 securities abbreviation: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Announcement No.: 2021-105 Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Announcement of resolutions of the third extraordinary general meeting of shareholders in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Special tips:
1. The shareholders’ meeting did not veto the proposal.
2. This shareholders’ meeting does not involve changing the resolution of the previous shareholders’ meeting.
2、 Meetings held
1. Meeting method: this extraordinary general meeting of shareholders adopts the combination of on-site voting and online voting.
2. Meeting time
(1) The on-site meeting will be held at 14:00 p.m. on Monday, December 27, 2021.
(2) Online voting time: December 27, 2021. 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 December 27, 2021; the specific time of voting through the Internet voting system of Shenzhen stock exchange is: any time from 9:15 a.m. to 15:00 p.m. on December 27, 2021 Meaning time.
3. Venue of the on-site meeting: conference room of the company, No. 2, Ningxia road, Xinyi economic development zone.
4. Convener: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) board of directors
5. Moderator: Mr. Liu Zhi, chairman
6. Equity registration date: Wednesday, December 22, 2021
7. Legality and compliance of the meeting: the company held the seventh meeting of the sixth board of directors on December 6, 2021, deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2021, decided to convene the general meeting, and announced the notice of the third extraordinary general meeting of shareholders in 2021 on December 8, 2021, On December 17, 2021, the announcement on adding temporary proposals to the third extraordinary general meeting of shareholders in 2021 and supplementary notice to the third extraordinary general meeting of shareholders in 2021 was announced. The convening of this shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
3、 Attendance at the meeting
1. Overall attendance at the meeting
A total of 23 shareholders (or agents authorized by shareholders) attended the meeting, with 178951976 representative shares, accounting for 52.6196% of the total voting shares on the equity registration date of the company.
2. On site attendance
There were 5 shareholders and authorized representatives of shareholders attending the on-site meeting, with 132650316 representative shares, accounting for 39.0049% of the total voting shares on the equity registration date of the company.
3. Online voting
19 shareholders voted through the Internet, and the number of representative shares was 79424955, accounting for 23.3544% of the total voting shares on the equity registration date of the company.
According to the on-site meeting registration data and the data provided by Shenzhen Securities Information Co., Ltd, The company’s shareholder Suzhou Green Investment Management Co., Ltd. (hereinafter referred to as “green investment”) has voted on the proposals considered at the general meeting of shareholders through online voting, and voted against all three matters considered at the general meeting of shareholders; according to the agreement signed between green investment and Hainan Jinzhen International Holding Co., Ltd. (hereinafter referred to as “Jinzhen international”) According to the voting rights entrustment agreement, green investment has irrevocably entrusted the voting rights of 33123295 shares of the company’s shares held by green investment to Jinzhen international.
On December 24, 2021, Jiangsu Suhua Group Co., Ltd. and green investment sent the notice of independent exercise of voting rights and the notice of contract termination to Jinsui international. Green investment unilaterally terminated the above voting rights entrustment agreement, withdrew its voting rights, and will participate in the general meeting of shareholders of the company to exercise its voting rights independently. Jinzhen international expressly disagrees with green investment’s unilateral cancellation of the above voting power entrustment agreement and requires green investment to continue to perform the voting power entrustment agreement. The company believes that there is a dispute over whether the aforesaid voting power entrustment agreement is terminated. Before the aforesaid voting power entrustment agreement is judicially confirmed, the parties to the agreement shall continue to perform the voting power entrustment agreement, and Jinzhen International shall be entrusted to exercise the voting rights of the shares of the listed company held by green investment. In conclusion, the final voting result of green investment shall be subject to the voting result made by Jinzhen international in accordance with the voting right entrustment agreement.
4. Small and medium-sized investors
A total of 18 minority shareholders and authorized representatives of shareholders attended the meeting, representing 11977523 shares of the company, accounting for 3.5219% of the total voting shares of the company on the equity registration date.
Among them, one minority shareholder, shareholder representative and shareholder agent attended the on-site meeting, representing 10000 shares of the company, accounting for 0.0029% of the total voting shares on the equity registration date of the company;
There are 17 minority shareholders, shareholder representatives and shareholder agents voting online, and the number of shares representing the company is 11967523 shares, accounting for 3.5190% of the total voting shares on the equity registration date of the company.
5. Directors, supervisors, senior managers, witness lawyers and other relevant personnel of the company attended the meeting. 4、 Deliberation and voting of proposals
The meeting adopted a combination of on-site voting and online voting.
1. The amendment of the
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Proposal for
Voting: 144334539 shares were approved, accounting for 80.6555% of the total number of valid voting shares attending the meeting; 34617437 opposed shares, accounting for 19.3445% of the total number of valid voting shares attending the meeting; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.00% of the total number of valid voting shares attending the meeting.
Among them, small and medium-sized investors agreed to 11694223 shares, accounting for 97.6347% of the total voting shares of small and medium-sized investors attending the meeting; 283300 opposed shares, accounting for 2.3653% of the total voting shares of small and medium-sized investors attending the meeting; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.00% of the total voting shares of small and medium-sized investors attending the meeting.
This proposal is a special resolution, which has been approved by more than two-thirds of the total voting rights held by the shareholders who have attended the general meeting of shareholders and the authorized representatives of shareholders.
2. The proposal on the increase of the company’s loan limit from the controlling shareholder and related party transactions was reviewed and adopted. The voting results: 77211244 shares were agreed, accounting for 99.7034% of the total number of valid voting shares attending the meeting; 229700 opposition shares, accounting for 0.2966% of the total number of valid voting shares attending the meeting; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.00% of the total number of valid voting shares attending the meeting. Among them, 11694223 shares agreed by small and medium-sized investors, accounting for 98.0736% of the total voting shares of small and medium-sized investors attending the meeting; 229700 shares opposed, accounting for 1.9264% of the total voting shares of small and medium-sized investors attending the meeting; 0 shares abstained (among them, 0 shares abstained by default due to non voting), accounting for 0.00% of the total voting shares of small and medium-sized investors attending the meeting.
Shareholders present at the meeting and associated with this proposal, Hainan Jinsui International Holding Co., Ltd., Suzhou Green Investment Management Co., Ltd., Jiangsu Suhua Group Co., Ltd. and Yang Zhenhua, shall abstain from voting, and the online voting of Jiangsu Suhua Group Co., Ltd. and Yang Zhenhua is invalid.
3. The proposal on purchasing 100% equity, capital increase and asset acquisition of Jiangxi deship new materials Co., Ltd. was deliberated and adopted
Voting: 112399219 shares were approved, accounting for 62.8097% of the total number of valid voting shares attending the meeting; 66552757 opposition shares, accounting for 37.1903% of the total number of valid voting shares attending the meeting; 0 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.00% of the total number of valid voting shares attending the meeting.
Among them, small and medium-sized investors agreed to 11665923 shares, accounting for 97.3985% of the total voting shares of small and medium-sized investors attending the meeting; Against 311600 shares, accounting for 2.6015% of the total voting shares of small and medium-sized investors attending the meeting; 0 shares were abstained (including 0 shares by default due to non voting), accounting for 0.00% of the total voting shares of small and medium-sized investors attending the meeting.
5、 Legal opinions issued by lawyers
1. Name of law firm: Beijing Wanshang tianqin law firm
2. Name of Lawyer: Shi Youming, Xu Xiao
3. Conclusion: To sum up, our lawyers believe that the convening and convening procedures, the qualifications of participants and conveners, voting procedures and voting results of this general meeting of shareholders are in conformity with Chinese laws and regulations and the articles of association, and are legal and effective; There is no change or rejection of the proposal at the general meeting of shareholders of the company; The resolutions adopted at this shareholders’ meeting are legal and valid.
6、 Documents for future reference
1. Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) resolution of the third extraordinary general meeting of shareholders in 2021;
2. Legal opinion of Beijing Wanshang tianqin law firm on Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) the third extraordinary general meeting of shareholders in 2021 issued by Beijing Wanshang tianqin law firm.
It is hereby announced.
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) board of directors December 27, 2021
