Securities code: Hengdian Group Dmegc Magnetics Co.Ltd(002056) securities abbreviation: Hengdian Group Dmegc Magnetics Co.Ltd(002056) Announcement No.: 2022019 Hengdian Group Dmegc Magnetics Co.Ltd(002056)
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.
Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as “the company”) deliberated and approved the notice of the company on convening the 2021 annual general meeting at the 21st Meeting of the 8th board of directors. The meeting decided to convene the 2021 annual general meeting of the company on April 1, 2022 to review the proposals that need to be submitted to the 2021 annual general meeting of the company. The relevant matters are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: this general meeting of shareholders is the annual general meeting of shareholders in 2021
2. Convener: the general meeting of shareholders is convened by the board of directors of the company
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the articles of association.
4. Date and time of the meeting:
(1) The on-site meeting will be held at 14:00 on Friday, April 1, 2022
(2) Online voting time: April 1, 2022. Among them, the 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 April 1, 2022; Through the Internet voting system of Shenzhen Stock Exchange, the voting starts at 09:15 a.m. on April 1, 2022 and ends at 3:00 p.m. on April 1, 2022.
5. Convening method of the meeting:
The shareholders’ meeting adopts the combination of on-site voting and online voting. The company will use the Shenzhen stock exchange trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide the company’s shareholders with a voting platform in the form of network, and the company’s shareholders can exercise their voting rights through the above system during the above online voting time. Shareholders of the company can only choose one of on-site voting (on-site voting can be entrusted by proxy) and online voting. If there is repeated voting for the same voting right, the voting result shall be subject to the first valid voting result.
6. Equity registration date of the meeting: Friday, March 25, 2022
7. Attendees:
(1) Shareholders holding shares of the company or their agents on the equity registration date;
At the closing of the afternoon of the equity registration day, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation 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 (see Annex 2 for the power of attorney).
The proposal on the prediction of the company’s daily related party transactions in 2022, the proposal on the company’s entrusted financial management and related party transactions in 2022, the proposal on adjusting the remuneration of some directors and the proposal on adjusting the remuneration of some supervisors reviewed by the general meeting of shareholders. The related shareholders who have an interest in the above related party transactions need to avoid voting. At the same time, such shareholders cannot accept the entrustment of other shareholders to vote.
(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 ninth floor of dongci building, No. 233 Huaxia Avenue, Hengdian Town, Dongyang City, Zhejiang Province
2、 Matters considered at the meeting
Proposal code table of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 annual report of the company in 2021 and its summary √
2.00 work report of the board of directors in 2021 √
3.00 work report of the board of supervisors in 2021 √
4.00 company’s 2021 annual financial statement report √
5.00 plan for profit distribution of the company in 2021 √
6.00 the company’s proposal on reappointment of the audit institution in 2022 √
7.00 proposal on the prediction of the company’s daily connected transactions in 2022 √
8.00 proposal on entrusted financial management and related party transactions of the company in 2022 √
9.00 proposal of the company to provide guarantee amount estimation for subsidiaries in 2022 √
Proposal on the by election of non independent directors of the 8th board of directors
11.00 proposal of the company on adjusting the remuneration of some directors √
remarks
Proposal code proposal name the ticked column can vote
12.00 proposal of the company on adjusting the remuneration of some supervisors √
13.00 proposal of the company on changing business scope √
14.00 proposal of the company on Amending the articles of association √
15.00 proposal of the company on Amending the rules of procedure of the general meeting of shareholders √
16.00 proposal of the company on Amending the rules of procedure of the board of directors √
17.00 proposal of the company on Amending the rules of procedure of the board of supervisors √
18.00 proposal of the company on Amending the decision-making system of related party transactions of the company √
19.00 proposal of the company on Amending the working system of independent directors √
20.00 the company’s proposal on Amending the company’s external guarantee management system √
1. The independent directors of the company will report on their duties at the annual general meeting of shareholders.
2. Only one director is elected at this shareholders’ meeting, and the cumulative voting system is not applicable.
3. According to the relevant provisions of the articles of association, proposals 5-14 belong to major matters affecting the interests of small and medium-sized investors, and the votes of small and medium-sized investors (other than the directors, supervisors and senior managers of the company and shareholders who individually or jointly hold more than 5% of the shares of the company) will be counted separately. At the same time, proposal 14 needs to be adopted by the special resolution of the general meeting of shareholders, that is, it should be adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. In addition, related shareholders need to avoid voting when considering proposals 7, 8, 11 and 12.
4. The above proposal has been deliberated and approved at the 21st Meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors, and it is agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation. The specific contents of the above proposal are detailed in the company’s publication in the securities times and cninfo (www.cn. Info. Com. CN.) on March 11, 2022 Relevant announcements.
3、 Meeting registration and other matters
1. Registration method: register on site, by letter or by fax.
2. Registration time: from the end of the transaction at 15:00 on March 25, 2022 to the end before the host of the on-site meeting of the shareholders’ meeting announces the attendance. The letter shall be subject to the postmark.
3. Place of registration and place of delivery of power of attorney: secretary room of the board of directors of the company, 9th floor, dongci building, 233 Huaxia Avenue, Hengdian Town, Dongyang City, Zhejiang Province
4. Registration and attendance requirements:
(1) Natural person shareholders must register with their own valid ID card and shareholding certificate or similar certificate provided by the securities company to prove the basic information of the account; If an agent is entrusted to attend the meeting, it shall be registered with a copy of the valid ID card of the principal, a power of attorney, a certificate of shareholding, a valid ID card of the agent and a shareholder registration form of the general meeting of shareholders (see Annex 3).
(2) If the legal representative of a legal person shareholder attends the meeting, it shall register with a copy of the business license (stamped with the official seal), the certificate of the legal representative, the ID card of the legal representative and the certificate of shareholding; If the entrusted agent attends the meeting, it is required to register with the copy of business license (stamped with official seal), certificate of legal representative, copy of legal representative’s ID card, power of attorney, shareholding certificate and agent’s ID card, and shareholder registration form of the general meeting of shareholders (see Annex 3).
The above materials are required to be the original unless the copies are indicated. The materials that do not meet the requirements must be completed before the meeting.
5. Meeting contact information:
Meeting contact: Wu Xueping, Xu Qian
Tel: 057986551999
Fax: 057986555328
Postal Code: 322118
mail box: [email protected].
6. Meeting expenses: the board, lodging, transportation and other relevant expenses of the participating shareholders or entrusted personnel shall be borne by themselves.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
Handling method of abnormal conditions of online voting system: during online voting, if the online voting system is affected by unexpected major events, the progress of this annual general meeting of shareholders will be notified separately.
5、 Documents for future reference
1. Resolutions of the 21st Meeting of the 8th board of directors of the company;
2. Resolution of the 9th meeting of the 8th board of supervisors of the company.
It is hereby notified.
Hengdian Group Dmegc Magnetics Co.Ltd(002056) board of directors March 11, 2002
Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362056
2. Voting abbreviation: “Eastern magnetic voting”
3. Fill in the voting opinions or election votes
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on April 1, 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 at 9:15 a.m. on April 1, 2022 and ends at 3:00 p.m. on April 1, 2022.
2. For online voting through the Internet voting system, shareholders need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”
