Securities code: 002997 securities abbreviation: Rayhoo Motor Dies Co.Ltd(002997) Announcement No.: 2021-105 Rayhoo Motor Dies Co.Ltd(002997)
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.
Through deliberation and approval at the 19th meeting of the second board of directors of Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as “the company”), the company will hold the first extraordinary general meeting of shareholders in 2022 on Friday, January 14, 2022. The relevant matters are hereby notified as follows:
1、 Convening and attendance of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the board of directors of the company.
3. Legality and compliance of the meeting: the convening of the general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of the exchange and the articles of association.
4. Date and time of the meeting:
On site meeting time: 14:30 p.m. on Friday, January 14, 2022
Online voting time:
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 14, 2022.
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 January 14, 2022.
5. Convening method of the meeting:
The general meeting of shareholders was held by combining 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 shareholders with a voting platform in the form of network. Shareholders of the company can vote online through the trading system or Internet voting system of Shenzhen Stock Exchange within the relevant time limit specified in this notice.
(3) Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: Tuesday, January 11, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date;
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.
(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. Site meeting place: Rayhoo Motor Dies Co.Ltd(002997) conference room
2、 Deliberation and voting of proposals
1.00. Review the proposal on changing the board of directors and electing non independent directors of the third board of directors of the company
1.01 elect Mr. Chai Zhen as a non independent director of the third board of directors of the company
1.02 elect Mr. Li Lizhong as a non independent director of the third board of directors of the company
1.03 elect Mr. Yang benhong as a non independent director of the third board of directors of the company
1.04 elect Mr. Wu Chunsheng as a non independent director of the third board of directors of the company
1.05 elect Mr. Pang Xianwei as a non independent director of the third board of directors of the company
1.06 elect Mr. Luo Haibao as a non independent director of the third board of directors of the company
2.00. Review the proposal on the change of the board of directors and election of independent directors of the third board of directors 2.01 elect Mr. Chen Yingzhi as the independent director of the third board of directors of the company
2.02 elect Ms. Wang Huixia as an independent director of the third board of directors of the company
2.03 elect Mr. Zhang Dalin as an independent director of the third board of directors of the company
3.00. Review the proposal on the change of the board of supervisors of the company and the election of shareholder representative supervisors of the third board of supervisors of the company
3.01 elect Mr. Fu Weilian as the shareholder representative supervisor of the third board of supervisors of the company
3.02 elect Mr. Duan guangcan as the shareholder representative supervisor of the third board of supervisors of the company
3.03 elect Mr. Liu Zejun as the shareholder representative supervisor of the third board of supervisors of the company
4.00. Review the proposal on the allowance of external directors (including independent directors) of the board of directors of the company
5.00. Review the proposal on allowance for external supervisors of the board of supervisors of the company
6.00. Review the proposal on the application for credit line and guarantee from the bank by the company and its holding subsidiaries in 2022
7.00. Review the proposal on the forecast of daily connected transactions in 2022
8.00. Review the proposal on using idle self owned funds for cash management
Special note:
1. The above proposal was deliberated and adopted at the 25th meeting of the second board of directors of the company. For details, please refer to China Securities Journal, Shanghai Securities Journal, securities times and other designated information disclosure media on December 30, 2022 Announcements disclosed in Securities Daily and cninfo.com.cn. 2. The above proposals are voted by cumulative voting. The number of voting votes held by shareholders (or shareholders’ agents) is the number of shares with voting rights multiplied by the number of candidates, and the number of shareholders (or shareholder’s proxy) may distribute the number of election votes among the candidates (no votes can be cast), but the total number shall not exceed the number of election votes. Non independent directors and independent directors shall vote separately.
3. According to the provisions of the rules for the general meeting of shareholders of listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by the CSRC, the proposals considered at this meeting are major issues affecting the interests of small and medium-sized investors, The votes of small and medium-sized investors (except directors, supervisors, senior managers of listed companies and other shareholders who individually or jointly hold more than 5% of the shares of listed companies) shall be counted and disclosed separately. 4. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection.
3、 Proposal code
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Cumulative voting proposal
About the change of the board of directors of the company and the election of the third board of directors of the company
1.00 number of candidates: 6
Proposal of non independent directors of the board of directors
Mr. Chai Zhen was elected as the third board of directors of the company
1.01√
Legislative director
Elect Mr. Li Lizhong as the third non chairman of the board of directors of the company
1.02√
independent director
Elect Mr. Yang benhong as the non-executive director of the third board of directors of the company
1.03√
independent director
Mr. Wu Chunsheng was elected as the non chairman of the third board of directors of the company
1.04√
independent director
Mr. Pang Xianwei was elected as the non chairman of the third board of directors of the company
1.05√
independent director
Mr. Luo Haibao was elected as the non chairman of the third board of directors of the company
1.06√
independent director
2.00 about the change of the board of directors of the company and the election of 3 candidates for the third session of the company
Proposal of independent directors of the board of directors
Elect Mr. Chen Yingzhi as the sole director of the third board of directors of the company
2.01√
Legislative director
Elect Ms. Wang Huixia as the sole director of the third board of directors of the company
2.02√
Legislative director
Elect Mr. Zhang Dalin as the sole chairman of the third board of directors of the company
2.03√
Legislative director
On the change of the board of supervisors of the company and the election of the third board of supervisors of the company
3.00 number of candidates: 3
Proposal of the board of supervisors on behalf of shareholders
Elect Mr. Fu Weilian as the shareholder of the third board of supervisors of the company
3.01√
East representative supervisor
Mr. Duan guangcan was elected as a shareholder of the third board of supervisors of the company
3.02√
East representative supervisor
Elect Mr. Liu Zejun as the shareholder of the third board of supervisors of the company
3.03√
East representative supervisor
Non cumulative voting proposal
About external directors of the board of directors (including independent directors)
4.00√
Subsidy bill
5.00 proposal on allowance for external supervisors of the board of supervisors √
6.00 about the company and its holding subsidiaries to the bank in 2022 √
Proposal on application for credit line and guarantee
7.00 proposal on prediction of daily connected transactions in 2022 √
On using idle self owned funds for cash management
8.00√
bill
4、 Meeting registration and other matters
1. Registration method:
(1) Natural person shareholders shall go through the registration formalities with their own ID card, shareholder account card or shareholding certificate; if they entrust an agent, they shall hold the agent’s ID card and power of attorney (see Annex II for details). The client’s shareholder account card and ID card shall go through the registration formalities at the registration time determined in the notice. The corporate shareholder shall go through the registration formalities with the shareholder account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; if the agent is entrusted, it shall go through the registration formalities with the agent’s own ID card, the copy of the business license stamped with the official seal and the authorization certificate The power of attorney (see Annex II for details) and the client’s shareholder account card shall go through the registration procedures at the registration time determined in the notice. (2) Non local shareholders may register by letter or fax. The fax or letter shall be delivered or faxed to the office of the board of directors of the company before January 13, 2022. Shareholders registered by letter or fax shall call the office of the board of directors of the company for confirmation after the letter or fax is sent.
Please send your letter to: No. 22, Yinhu North Road, Wuhu area, China (Anhui) pilot Free Trade Zone, zip code: 241000
(please indicate “general meeting” in your letter), fax: 0553-5623209.
2. Registration time:
January 13, 2022 (if registered by letter, the time of receipt recorded in the postmark of the post office shall prevail) 3. Registration place:
Office of the board of directors Rayhoo Motor Dies Co.Ltd(002997) No. 22, Yinhu North Road, Wuhu area, China (Anhui) pilot Free Trade Zone
4. Meeting contact:
Meeting contact: Li Jiang
Contact email: [email protected].
Tel.: 0553-5623207
Fax: 0553-5623209
5. The accommodation and transportation expenses of the participants shall be borne by themselves.
6. Please assist the staff to register and attend the meeting at that time.
7. Handling method of abnormal conditions of network voting system: network voting period
