Guocheng Mining Co.Ltd(000688) : Notice of annual general meeting of shareholders

Securities code: Guocheng Mining Co.Ltd(000688) securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2022027 Guocheng Mining Co.Ltd(000688)

Notice on convening the 2021 annual general meeting of shareholders

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.

Guocheng Mining Co.Ltd(000688) (hereinafter referred to as "the company") is scheduled to hold the 2021 annual general meeting of shareholders at 14:30 on Tuesday, March 29, 2022. The meeting is held by combining on-site voting and online voting. The relevant matters are hereby notified as follows:

1、 Basic information of the meeting

1. Session: 2021 annual general meeting of shareholders

2. Convener: Board of directors

3. Legality and compliance of the meeting: the convening of this extraordinary general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.

4. Date and time of the meeting

(1) On site meeting: 14:30 pm on Tuesday, March 29, 2022

(2) Online voting time

The specific time for online voting through the trading system of Shenzhen stock exchange is the trading time on March 29, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.

Through the Internet voting system of Shenzhen Stock Exchange( http://wltp.cn.info.com.cn. )The specific time for voting is 9:15-15:00 on March 29, 2022.

5. Convening method of the meeting: the meeting is held by combining on-site voting and online voting. The company will provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during the online voting time of this meeting. Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.

6. Equity registration date of the meeting: Tuesday, March 22, 2022

7. Attendee

(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;

As of 15:00 on Tuesday, March 22, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 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 have to be a shareholder of the company.

(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 on the 3rd floor, building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing

2、 Matters considered at the meeting

(I) the proposals considered at this shareholders' meeting are as follows:

1. Work report of the board of directors in 2021

2. Work report of the board of supervisors in 2021

3. Financial statement report of 2021

4. Profit distribution plan for 2021

5. Full text and summary of 2021 Annual Report

6. Proposal on the forecast of external guarantee amount in 2022

7. Proposal on reappointment of 2022 financial report and internal control audit institution

8. Proposal on Amending the articles of association and some systems

8.01 sub proposal on Amending the articles of Association

8.02 sub proposal on Amending the rules of procedure of the general meeting of shareholders of the company

8.03 sub proposal on Amending the rules of procedure of the board of directors

8.04 sub proposal on Amending the rules of procedure of the board of supervisors of the company

8.05 sub proposal on Amending the working system of independent directors of the company

8.06 sub proposal on Amending the company's external guarantee management system

8.07 sub proposal on Revising the company's external donation management system

(II) details of the content disclosure of the proposal

For details of the above proposal, please refer to the company's report on China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on the same day( http://www.cn.info.com.cn. )Relevant announcements published.

(III) special emphasis

1. All shareholders can participate in on-site voting or online voting through the Internet.

2. At this shareholders' meeting, the company will count the votes of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) separately, and disclose the separate vote counting.

3. The sub proposal on Amending the articles of association of the company is a special resolution, which must be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.

4. The independent directors of the company will report on their duties at the annual general meeting of shareholders.

3、 Proposal code

Proposal code table of this shareholders' meeting

remarks

Proposal code proposal name the ticked column can vote

Non cumulative voting proposal

1.00 work report of the board of directors in 2021 √

2.00 work report of the board of supervisors in 2021 √

3.00 final financial statement report of 2021 √

4.00 profit distribution plan for 2021 √

5.00 full text and summary of 2021 annual report √

6.00 proposal on the estimated amount of external guarantee in 2022 √

7.00 proposal on reappointment of 2022 financial report and internal control audit institution √

8.00 proposal on Amending the articles of association and some systems of the company

8.01 sub proposal on Amending the articles of association √

8.02 sub proposal on Amending the rules of procedure of the general meeting of shareholders √

8.03 sub proposal on Amending the rules of procedure of the board of directors √

8.04 sub proposal on Amending the rules of procedure of the board of supervisors √

8.05 sub proposal on Amending the working system of independent directors of the company √

8.06 sub proposal on Amending the company's external guarantee management system √

8.07 sub proposal on Revising the company's external donation management system √

4、 Registration of on-site shareholders' meeting and other matters

1. Registration method

If a natural person shareholder attends the meeting in person, he / she shall present the original of his / her ID card and the original of valid shareholding certificate; If another person is entrusted to attend the meeting, the agent shall present the original ID card of the agent, the copy of the ID card of the principal, the original power of attorney of the shareholder and the original valid shareholding certificate; The legal representative or the agent entrusted by the legal representative shall attend the meeting.

If the legal representative attends the meeting, he / she shall present the original of his / her ID card, the valid certificate that can prove his / her qualification as legal representative, the copy of the legal person business license stamped with the official seal, and the original of the valid shareholding certificate of the legal person shareholder; If an agent is entrusted to attend the meeting, the agent shall present the original of his ID card, the original of the written power of attorney issued by the legal representative of the legal person shareholder unit according to law, the copy of the legal person business license stamped with the official seal, and the original of the effective shareholding certificate of the legal person shareholder.

Non local shareholders can register by letter, e-mail or fax before the deadline of registration. The letter, e-mail and fax shall be subject to the receipt of the company within the registration time. Shareholders should carefully fill in the power of attorney (Annex II) for registration and confirmation.

2. Registration time: 9:00-17:30, March 23, 2022

3. Registration place: 16th floor, building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing

4. Meeting contact information

Mailing address: 16th floor, building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing

Postal Code: 100070

Contact: Yang Guangqi

Tel: 01050955668

Fax: 01057090060

mail box: [email protected].

Other matters: the general meeting is expected to last half a day, and all the expenses of the shareholders attending the meeting shall be borne by themselves.

5、 Voting procedures for shareholders participating in online voting

At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com.cn. )Please refer to Annex I of this announcement for the specific operation process of voting and online voting.

6、 Documents for future reference

1. Resolution of the 39th meeting of the 11th board of directors of the company

2. Resolution of the 23rd Meeting of the 10th board of supervisors of the company

3. Other documents required by Shenzhen Stock Exchange

It is hereby announced.

Annex I: specific operation process of participating in online voting

Annex II: power of attorney

Guocheng Mining Co.Ltd(000688) board of directors

March 7, 2022

Annex I:

Specific operation process of participating in online voting

1、 Procedures for online voting

1. Voting code and voting abbreviation

The voting code is "360688", and the voting is referred to as "National City voting".

2. Fill in voting opinions

The proposals considered at this extraordinary general meeting are non cumulative voting proposals, with voting opinions, consent, objection and abstention.

2、 Procedures for voting through the trading system of Shenzhen Stock Exchange

1. Voting time: trading time on March 29, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.

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 starts voting at 9:15 a.m. on March 29, 2022 and ends at 3:00 p.m. on March 29, 2022.

2. According to the regulations of Shenzhen Stock Exchange on "Internet authentication service" or "Internet authentication service" required by Shenzhen Stock Exchange, investors shall obtain the "identity certificate" of Shenzhen Stock Exchange in 2016. The specific identity authentication process can be logged into 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

As a shareholder of Guocheng Mining Co.Ltd(000688) , I (the company) hereby entrust Mr. / Ms. to attend Guocheng Mining Co.Ltd(000688) 2021 annual general meeting of shareholders on behalf of me (the company), vote on all proposals considered at the meeting on behalf of me (the company) in accordance with the instructions of this power of attorney, and sign the relevant documents to be signed at the meeting. If there is no clear voting instruction, the agent has the right to vote according to his own opinion, and the consequences of exercising his voting right shall be borne by himself / his unit.

The voting opinions of the trustor on the proposal of the general meeting of shareholders are as follows:

remarks

Proposal code and proposal name are the same as those checked in this column

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