Zhejiang Xcc Group Co.Ltd;(603667) 2022 first extraordinary general meeting of shareholders meeting materials March 2022
catalogue
Agenda of the first extraordinary general meeting of shareholders in 2022 2 proposal 1 proposal on changing the registered capital of the company and amending the articles of Association 3 proposal 2 proposal on the remuneration of directors of the Fourth Board of directors of the company 4 proposal 3 proposal on the remuneration of the supervisors of the Fourth Board of supervisors of the company 5 proposal 4 proposal on nominating candidates for non independent directors of the Fourth Board of directors of the company 6 proposal V proposal on nominating candidates for independent directors of the Fourth Board of directors of the company 9 proposal 6 proposal on the general election of non employee representative supervisors by the board of supervisors of the company 12 votes 13 description of the voting method for the election of directors, independent directors and supervisors by cumulative voting system fifteen
Zhejiang Xcc Group Co.Ltd;(603667)
Agenda of the first extraordinary general meeting of shareholders in 2022
Convener: Board of directors
On site meeting time: 14:00 PM, Thursday, March 17, 2022
Venue of the on-site meeting: meeting room of the company, No. 199 Titan Avenue, Qixing street, Xinchang County, Shaoxing City, Zhejiang Province. Meeting host: Mr. Zhang Feng, chairman and general manager of the company
Main agenda of the meeting:
1、 Sign in for the meeting and issue meeting materials
2、 The chairman of the meeting announced the attendance of shareholders and the beginning of the meeting
3、 Read out the contents of the General Assembly resolution:
1. Deliberation proposal 1: proposal on changing the registered capital of the company and amending the articles of Association;
2. Deliberation proposal 2: proposal on the remuneration of directors of the Fourth Board of directors of the company;
3. Deliberation proposal 3: proposal on the remuneration of supervisors of the Fourth Board of supervisors of the company;
4. Deliberation proposal 4: proposal on nominating candidates for non independent directors of the Fourth Board of directors of the company; 5. Deliberation proposal 5: proposal on nominating candidates for independent directors of the Fourth Board of directors of the company; 6. Deliberation proposal 6: proposal on the general election of non employee representative supervisors by the board of supervisors of the company. 4、 Election of scrutineers and tellers
5、 Shareholders and their representatives vote on the proposal
6、 Staff statistics voting results
7、 Investor exchange
8、 The scrutineer announced the voting result
9、 The chairman of the general meeting read out the resolution of the general meeting of shareholders
10、 Lawyer's testimony
11、 The chairman of the meeting declared the shareholders' meeting closed
Proposal 1:
Zhejiang Xcc Group Co.Ltd;(603667)
Proposal on changing the registered capital and amending the articles of association of the company, shareholders:
With the approval of CSRC zjxk [2019] No. 2568, Zhejiang Xcc Group Co.Ltd;(603667) (hereinafter referred to as "the company") publicly issued 3.3 million convertible corporate bonds on March 6, 2020, with a face value of 100 yuan each and a total issuance amount of 330 million yuan. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the prospectus for public issuance of convertible corporate bonds, the convertible corporate bonds issued by the company can be converted into corporate shares from September 14, 2020
Copies. From January 1, 2021 to December 31, 2021, a total of 86316000 yuan of convertible corporate bonds were converted into shares of the company, the cumulative number of shares converted was 9863277, and the total share capital of the company increased from 291310008 shares to 301173285 shares.
In order to improve the corporate governance, in accordance with the guidelines for the articles of association of listed companies and the Listing Rules of Shanghai Stock Exchange and other relevant provisions, and in combination with the actual situation of the company, it is hereby proposed to revise the relevant contents of the articles of association. The specific amendments are as follows:
Before and after Clause amendment
The registered capital of the company is RMB and the registered capital of the company is RMB
Article 6
291310008 yuan. 301173285 yuan.
Article 19 the total number of shares of the company is 291310008, and the total number of shares of the company is 301173285, all of which are ordinary shares in RMB. Million shares, all of which are ordinary shares in RMB.
The above proposals have been deliberated and adopted at the 32nd meeting of the third board of directors of the company, and are hereby submitted to the shareholders' meeting for deliberation.
Zhejiang Xcc Group Co.Ltd;(603667) proposal II of the board of directors on March 17, 2022:
Zhejiang Xcc Group Co.Ltd;(603667)
Proposal on the remuneration of directors of the Fourth Board of directors of the company
Dear shareholders
According to the articles of association, the working rules of the remuneration and assessment committee of the board of directors and other relevant provisions, and in combination with the actual operation situation of the company, the remuneration scheme for the directors of the Fourth Board of directors of the company is proposed as follows:
The company's independent director's allowance is RMB 72000 / year (including tax), and non independent directors do not receive director's allowance. Directors who hold other positions in the company shall receive remuneration according to their other positions and the company's remuneration system.
The above proposals have been deliberated and adopted at the 32nd meeting of the third board of directors of the company, and are hereby submitted to the shareholders' meeting for deliberation.
Zhejiang Xcc Group Co.Ltd;(603667) proposal III of the board of directors on March 17, 2022:
Zhejiang Xcc Group Co.Ltd;(603667)
Proposal on the remuneration of supervisors of the Fourth Board of supervisors of the company
Dear shareholders
In accordance with the articles of association and other relevant provisions and in combination with the actual operation of the company, the remuneration scheme for the supervisors of the Fourth Board of supervisors of the company is proposed as follows:
The company's supervisors do not receive supervisor allowance. If the company's supervisors hold other positions in the company, they will receive remuneration according to their other positions and the company's remuneration system.
The above proposals have been deliberated and adopted at the 31st meeting of the third board of supervisors of the company, and are hereby submitted to the general meeting of shareholders for deliberation.
Zhejiang Xcc Group Co.Ltd;(603667) proposal IV of the board of directors on March 17, 2022:
Zhejiang Xcc Group Co.Ltd;(603667)
Proposal on nominating candidates for non independent directors of the Fourth Board of directors of the company, shareholders:
Whereas the term of office of the third board of directors of Zhejiang Xcc Group Co.Ltd;(603667) (hereinafter referred to as "the company") is about to expire, in order to ensure the smooth progress of all work of the company, the company will conduct the general election of the board of directors. Mr. Zhang Feng, Mr. Wang Xueyong, Ms. Yu Yuelei are hereby nominated in accordance with the provisions on the nomination of director candidates in the articles of association, the stock listing rules of Shanghai Stock Exchange, the guidelines for the selection and conduct of directors of listed companies of Shanghai Stock Exchange and other relevant rules, upon the recommendation of shareholders and the qualification examination of the nomination committee of the board of directors Mr. Lin Guoqiang and other four candidates are non independent directors of the Fourth Board of directors of the company. The term of office of the directors of the Fourth Board of directors of the company is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Before the new director takes office, the original director will still perform his duties carefully according to law. Independent directors expressed independent opinions on the general election. The resume of candidates for non independent directors is attached.
The above proposals have been deliberated and adopted at the 32nd meeting of the third board of directors of the company, and are hereby submitted to the shareholders' meeting for deliberation.
Zhejiang Xcc Group Co.Ltd;(603667) board of directors March 17, 2022 attached: resume of candidates for non independent directors of the third board of directors of the company
1. Zhang Feng, male, Han nationality, born in July 1963; Chinese nationality, without the right of permanent residence abroad; Member of the Communist Party of China Bachelor degree, senior economist. From 1981 to 1984, he served as secretary of the Youth League Committee of Xinchang Bearing General Factory, from 1985 to 1987, he studied off-duty at the Party School of Zhejiang provincial Party committee, from 1988 to 1990, he served as Deputy Secretary of the Youth League County Party committee, from 1990 to 1992, he served as Deputy Secretary of the Youth League County Party committee and Deputy Secretary of the Party committee of Xinchang silk weaving General Factory, and from 1992 to 1998, he served as deputy director of Xinchang Foreign Trade Bureau and deputy general manager of the foreign trade company, General manager of Zhejiang Xinchun Bearing Co., Ltd. from 1998 to 2002, general manager of Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd. from 2002 to 2011, chairman and general manager of Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd. from 2011 to 2012, and chairman and general manager of Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd. since 2012. Zhang Feng also served as vice president of China bearing industry association and distinguished enterprise management expert, President of Zhejiang bearing industry association, chairman of the presidium of Zhejiang merchants National Council, deputy to Shaoxing Municipal People's Congress and vice president of Shaoxing private enterprise association. He also won the title of industry development leader during the Eleventh Five year plan period of China's bearing industry, 2007 Zhejiang merchants Innovation Award Shaoxing excellent builder of socialism with Chinese characteristics and other honors.
2. Wang Xueyong, male, Han nationality, was born in September 1962; Chinese nationality, without the right of permanent residence abroad; Member of the Communist Party of China Bachelor degree, senior economist. From 1981 to 1989, he successively served as the workshop director, Secretary of the Youth League Committee and director of the factory office of Xinchang Bearing General Factory (from 1985 to 1987, he studied off-duty in the junior college class of the Party School of the CPC Shaoxing Municipal Committee); From 1989 to 2002, he successively served as deputy general manager and director of Zhejiang Xinchun Bearing Co., Ltd., general manager and chairman of Zhejiang senchun Machinery Co., Ltd; From 2002 to 2012, he served as deputy general manager, party secretary and director of Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd; From 2012 to 2016, he served as Zhejiang Xcc Group Co.Ltd;(603667) director, deputy general manager and party secretary; From 2016 to now, he has served as Zhejiang Xcc Group Co.Ltd;(603667) vice chairman and party secretary. At the same time, he served as the standing member of the market work committee of China Bearing Industry Association, the representative of the 11th to 13th Party Congress of Xinchang County, the member and standing member of the 7th to 9th CPPCC of Xinchang County, and the representative of the 16th and 17th People's congresses of Xinchang County. Won the title of excellent entrepreneur in China's bearing industry during the 12th Five Year Plan period.
3. Yu Yuelei, female, Han nationality, was born in January 1964; Chinese nationality, without the right of permanent residence abroad; Member of the Communist Party of China College degree, accountant. From 1981 to 1999, he successively served as secretary of the Youth League general branch of Xinchang paper mill, accountant of Zhejiang Xinchun Bearing Co., Ltd. and manager of the financial department of Zhejiang Xintian Bearing Co., Ltd. from 1999 to 2016, he successively served as Zhejiang Xcc Group Co.Ltd;(603667) chief financial officer, deputy secretary of the Party committee and director, and has served as Zhejiang Xcc Group Co.Ltd;(603667) director since 2016. In 2008, she was awarded the "March 8th red flag bearer" of Zhejiang Province, in 2010, she was awarded the "March 8th red flag bearer model" of Zhejiang Province, and she was awarded the "women's meritorious service model" of Zhejiang Province for many times. She has been rated as an advanced individual in Xinchang County who cares about the next generation of poverty-stricken students for many times.
4. Lin Guoqiang, male, Han nationality, born in October 1966, Chinese nationality, postgraduate degree, doctoral degree, researcher level senior engineer. He once served as the chief of the technical section, assistant to the director of quality management department, deputy director of electric furnace plant, deputy director of new product R & D and promotion center, Nanjing Iron & Steel Co.Ltd(600282) general manager assistant and director of new product R & D and promotion center, Nanjing Iron & Steel Co.Ltd(600282) deputy general manager and general manager of special steel division, Nanjing Iron & Steel Co.Ltd(600282) vice president. He is now the vice president and chief investment officer of Nanjing Iron & Steel Co.Ltd(600282) and the co president of Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) investment group.
Proposal 5:
Zhejiang Xcc Group Co.Ltd;(603667)
Proposal on nominating candidates for independent directors of the Fourth Board of directors of the company, shareholders:
Whereas the term of office of the third board of directors of Zhejiang Xcc Group Co.Ltd;(603667) (hereinafter referred to as "the company") is about to expire, in order to ensure the smooth progress of all work of the company, the company will conduct the general election of the board of directors. In accordance with the provisions on the nomination of director candidates in the articles of association, the stock listing rules of Shanghai Stock Exchange, the guidelines for the selection and conduct of directors of listed companies of Shanghai Stock Exchange and other relevant rules, and after the qualification examination of the nomination committee of the board of directors, Mr. Zhou Yu, Mr. Yan Maoxin The three candidates of Mr. Qu Zhefeng are independent directors of the Fourth Board of directors of the company. The term of office of the directors of the Fourth Board of directors of the company is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Before the new director takes office, the original director will continue to
