Shanghai Zhongyida Co.Ltd(600610)
The first extraordinary general meeting of shareholders in 2022
Conference materials
January 2002
Shanghai Zhongyida Co.Ltd(600610)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of investors and ensure the normal order and efficiency of the first extraordinary general meeting of shareholders of Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as the company) in 2022, in accordance with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws and regulations, as well as the provisions of the articles of association of Shanghai Zhongyida Co.Ltd(600610) , the notice of the meeting is hereby notified as follows, All personnel participating in this meeting are requested to abide by it consciously. 1、 During the shareholders’ meeting, all participants shall consciously perform their legal obligations on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the meeting.
2、 In order to ensure the normal order of the general meeting of shareholders, the company has the right to refuse the admission of other personnel except the shareholders and their agents, directors, supervisors, senior managers, witness lawyers and those invited by the board of directors. For acts that interfere with the order of the meeting, provoke trouble and infringe on the legitimate rights and interests of shareholders, The company has the right to stop and report to relevant departments for investigation and punishment.
3、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law.
4、 The general meeting of shareholders has an agenda of “shareholder’s speeches and shareholder’s questions”. Shareholders who need to speak and ask questions at the general meeting of shareholders shall fill in the “registration form of shareholders’ speeches and questions” at the sign in place before the meeting, fill in the registration form with relevant questions and opinions, summarize them by the staff and submit them to the chairman of the meeting. In principle, the speeches of shareholders shall be sorted according to the number of shares held from more to less.
5、 The contents of shareholders’ speeches shall be concise and concise around the proposals considered at the meeting; For the sake of fairness, all shareholders who are willing to speak can speak. Each shareholder can speak only once, generally no more than 5 minutes; The chairman of the meeting may arrange the directors, supervisors and senior managers of the company to answer the questions of shareholders. After the proposal voting begins, the meeting will no longer arrange shareholders to speak.
6、 The general meeting of shareholders adopts the combination of on-site voting and online voting. Shareholders and their proxies exercise their voting rights based on the number of voting shares they represent. Shareholders and their proxies attending the on-site meeting shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the waiver of voting rights, and the voting results of the number of shares held by them shall be counted as “waiver”. The shareholders who enter the site after the counting of votes cannot participate in the voting, and the shareholders who exit before the on-site voting shall return the received votes to the staff before leaving the site; The company will provide online voting platform for shareholders of the company through the online voting system of Shanghai Stock Exchange. Shareholders can exercise their voting rights through the online voting system of Shanghai stock exchange during online voting time. Shareholders can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
Shanghai Zhongyida Co.Ltd(600610)
Agenda of the first extraordinary general meeting of shareholders in 2022
Meeting time:
1. On site meeting time: 14:30 on January 18, 2022
2. Online voting time: on January 18, 2022, the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders
Meeting mode: combination of on-site voting and online voting
Venue: Shanghai Taoyuan Shuixiang Hotel, No. 1068, Lugang village, LvHua Town, Chongming District, Shanghai
Convener: Board of directors
Moderator: chairman Yu Zeus
Meeting arrangement:
1、 Participants sign in and shareholders and shareholders’ representatives register
2、 The host announces the commencement of the meeting and announces the on-site attendance of the general meeting of shareholders and the notice to the meeting
3、 The moderator presided over the deliberation of the proposal
(i) Non cumulative voting motion
1. Proposal on subsidiary applying to China Construction Bank Corporation(601939) for credit line and related party transactions
2. Proposal on changing the accounting firm in 2021
4、 Shareholders and their representatives make deliberation and speech
5、 Select the scrutineer and teller of the on-site meeting
6、 Voting of shareholders and their representatives
7、 Count and read out the counting results
8、 The directors and senior executives of the company sign the relevant documents of the meeting
9、 Read out the resolutions of the general meeting of shareholders
10、 The lawyer read out the witness opinions on the shareholders’ meeting
11、 The moderator declared the meeting closed
Motion 1
Shanghai Zhongyida Co.Ltd(600610)
The first extraordinary general meeting of shareholders in 2022
Proposal on subsidiary applying to China Construction Bank Corporation(601939) for credit line and related party transactions
Dear shareholders
Chifeng Ruiyang Chemical Co., Ltd. (hereinafter referred to as “Chifeng Ruiyang”), a wholly-owned subsidiary of the company, has a credit line of 200 million yuan in China Construction Bank Corporation(601939) (hereinafter referred to as ” China Construction Bank Corporation(601939) “) Chifeng Branch. The credit period is from March 7, 2020 to March 7, 2022, with 499 mu of industrial land, 90352.34 square meters of office buildings and plants and 18 intellectual property rights in Chifeng Ruiyang as collateral, Meanwhile, Guizhou Tianfu Chemical Co., Ltd. (hereinafter referred to as “Guizhou Tianfu”) provided guarantee for the loan of 180 million yuan, and Chifeng Ruiyang mortgaged its machinery and equipment (original value of machinery and equipment is 482 million yuan, net value is 328 million yuan) to Guizhou Tianfu as counter guarantee.
As the above credit term is about to expire, Chifeng Ruiyang plans to continue to apply for a credit line of RMB 250 million from China Construction Bank Corporation(601939) Chifeng Branch according to its own business development needs and capital needs. The credit term is 2 years. The above mortgage guarantee measures will continue to be maintained, and other mortgage guarantee measures will be added according to the requirements of China Construction Bank Corporation(601939) Chifeng Branch. The specific credit line, credit term, annual interest rate of loan and other terms shall be subject to the final reply and loan agreement signed by China Construction Bank Corporation(601939) Chifeng Branch.
Within the above credit term and limit, Chifeng Ruiyang can handle relevant businesses including but not limited to working capital loan, supply chain financing and so on according to the actual business needs.
Because the company plans to purchase 100% equity of Wengfu (Group) Co., Ltd. held by 10 shareholders including China Cinda Asset Management Co., Ltd., China Construction Bank Corporation(601939) and CCB Financial Asset Investment Co., Ltd. (hereinafter referred to as “CCB investment”) by issuing shares and raise matching funds, China Construction Bank Corporation(601939) and its wholly-owned subsidiary, CCB investment, are expected to hold more than 5% of the shares of the company after this major asset restructuring. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, Chifeng Ruiyang, a wholly-owned subsidiary of the company, is associated with China Construction Bank Corporation(601939) .
Please review. Related shareholders need to avoid voting.
Motion 2
Shanghai Zhongyida Co.Ltd(600610)
The first extraordinary general meeting of shareholders in 2022
Proposal on changing the accounting firm in 2021
Dear shareholders
Zhongxi Certified Public Accountants (special general partnership) has provided audit services for the company for many consecutive years. According to the development needs of the company, the company plans to appoint Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) as the audit institution of the company’s financial report and internal control in 2021.
Tianzhi international is an audit institution qualified to engage in Securities and futures. The company has fully reviewed the basic information, investor protection ability, integrity record and independence of Tianzhi international. Tianzhi international has the experience and ability to provide audit services for listed companies and can meet the annual audit requirements of the company. It is proposed to employ Tianzhi international as the company’s 2021 financial report audit institution and internal control audit institution for one year, with a total audit fee of 1.55 million yuan, including 1.2 million yuan for financial report audit and 350000 yuan for internal control audit.
See the annex for the brief introduction of Tianzhi international.
Please consider it.
Annex: basic information of Tianzhi International Certified Public Accountants
(i) Institutional information
1. Basic information
Tianzhi International Certified Public Accountants (special general partnership) was founded in March 2012 in the form of special general partnership. Its registered address is area A-1 and a-5, building 68, No. 19, Chegongzhuang West Road, Haidian District, Beijing, and its chief partner is Qiu Jingzhi.
As of December 31, 2020, Tianzhi international has 58 partners, 1254 certified public accountants and more than 450 certified public accountants who have signed the audit report of securities service business. In 2020, the total audited revenue of Tianzhi international was 2.228 billion yuan, the audit revenue was 1.693 billion yuan, and the securities business revenue was 813 million yuan. In 2020, there were 185 audit clients of listed companies. The main industries (industries of the CSRC) include manufacturing, information transmission, software and information technology services, power, heat, gas and water production and supply, water conservancy, environment and public facilities management, transportation, warehousing and postal services, mining, wholesale and retail, leasing and business services, In the real estate industry, the total audit fees of listed companies are 207 million yuan, and the company has 13 audit customers of Listed Companies in the same industry.
2. Investor protection ability
In accordance with relevant laws and regulations, Tianzhi international has accrued full amount of occupational risk fund in previous years, and the cumulative compensation limit of accrued occupational risk fund and purchased occupational insurance shall not be less than 80 million yuan. The withdrawal of occupational risk fund and the purchase of occupational insurance comply with relevant regulations. In the past three years (2018, 2019, 2020 and since the beginning of 2021, the same below), Tianzhi international has not undertaken civil liability in relevant civil proceedings due to its practice.
3. Integrity record
In recent three years, Tianzhi international has received 0 criminal punishment, 0 administrative punishment, 7 Supervision and management measures, 0 self regulatory measures and 0 disciplinary sanctions for its practice. In recent three years, 16 employees have been subject to criminal punishment 0 times, administrative punishment 0 times, supervision and management measures 6 times and self-discipline supervision measures 0 times. （2） Project information
1. Basic information
The basic information of the project partner, signature certified public accountant and project quality control reviewer is as follows:
(1) Project partner: Tong Wenguang, who became a certified public accountant in 1999, began to engage in the audit of Listed Companies in 2010, began to practice in Tianzhi international in 2010, signed 6 audit reports of listed companies and reviewed 1 audit report of Listed Companies in recent three years.
(2) Signature certified public accountant: Liu Zonglei, who became a certified public accountant in 2014, began to engage in the audit of Listed Companies in 2010, began to practice in Tianzhi international in 2019, signed 2 audit reports of listed companies and reviewed 2 audit reports of Listed Companies in recent three years.
(3) Reviewer of project quality control: Wang Haodong, who became a certified public accountant in 2008, began to engage in the audit of Listed Companies in 2007, began to practice in Tianzhi international in 2007, signed 0 audit reports of Listed Companies in recent three years, and reviewed no less than 20 audit reports of listed companies.
2. Integrity record
In the past three years, the project partner, the signing certified public accountant and the project quality control reviewer have not been subject to criminal punishment due to their professional behavior, administrative punishment and supervision measures by the CSRC, its dispatched offices and industry competent departments, and self-discipline supervision measures and disciplinary sanctions by self-discipline organizations such as stock exchanges and industry associations.
3. Independence
There are no circumstances that may affect the independence of Tianzhi international, project partners, signing certified public accountants and project quality control reviewers.
4. Audit fees
The audit service charge of Tianzhi international to be employed in 2021 is determined according to the business responsibility, complexity, work requirements, required working conditions and working hours, as well as the professional knowledge and working experience invested by staff at all levels actually participating in the business. The total audit cost in 2021 is RMB 1.55 million, including financial report audit cost of RMB 1.2 million and internal control audit cost of RMB 350000. The total audit cost in 2020 is RMB 1.45 million, including financial report audit cost of RMB 1.15 million and internal control audit cost of RMB 300000.
