Securities code: Ningxia Jiaze Renewables Corporation Limited(601619) securities abbreviation: Ningxia Jiaze Renewables Corporation Limited(601619) Announcement No.: 2022028
Bond Code: 113039 bond abbreviation: Jiaze convertible bond
Ningxia Jiaze Renewables Corporation Limited(601619)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders' meeting: March 30, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 14:30, March 30, 2022
Venue: conference room on the third floor of Ningxia Ningxia Jiaze Renewables Corporation Limited(601619) Source Co., Ltd., building 68, Zone D, enterprise park, Greenland 21 city, Xingqing District, Yinchuan City, Ningxia
（5） System, start and end date and voting time of online voting.
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 30, 2022
To March 30, 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, 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. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation. （7） Involving the public solicitation of shareholders' voting rights. 2、 Matters considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Voting shareholder type serial number proposal name
A-share shareholders
Non cumulative voting motion
1. This major asset purchase and related party transactions comply with relevant laws and regulations √
A bill setting conditions
2.00 √ on the major asset purchase and related party transaction plan (Revised Version)
bill
2.01 this transaction plan √
2.02 counterparty and underlying assets √
2.03 transaction price of subject assets √
2.04 transaction method and payment arrangement √
2.05 source of transaction funds √
2.06 performance benefit arrangement √
2.07 attribution of profit and loss during the transition period of the subject asset √
2.08 delivery of subject assets √
2.09 liability for breach of contract √
2.10 validity period of resolution √
On Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase
3. Report on connected transactions (Draft) (Revised Version) and its summary (revised √)
(Draft)
On signing the Ningxia ningbai industrial investment fund with effective conditions (if any)
4) general partnership share transfer and admission agreement (limited partnership)
Partnership agreement of Baiye Investment Fund (limited partnership) and original relevant agreements
Proposal on the termination of the agreement
5. Proposal that this major asset purchase constitutes a connected transaction √
6. The purchase of major assets and related party transactions comply with the requirements of √ for listed companies
Proposal stipulated in Article 11 of the measures for the administration of large asset restructuring
√ information about the fluctuation of the company's share price before the announcement of the reorganization proposal 7 √
8 √ about this major asset purchase and related party transactions that do not constitute reorganization and listing
bill
9. Completion of legal procedures for this major asset purchase and related party transactions √
Proposal on preparation, compliance and effectiveness of legal documents submitted
About this major asset purchase and related party transaction meeting the requirements of the
10 √ as stipulated in Article 4 of the provisions on several issues of major asset reorganization of municipal companies
bill
There is no relevant entity related to this major asset purchase and related party transaction
11 guidelines for the supervision of listed companies No. 7 - major asset restructuring of listed companies √
Proposal on the circumstances specified in Article 13 of the regulation on abnormal stock trading
12. Measures for diluting the immediate return and filling the return on this major asset purchase √
Motion
Audit report on this major asset purchase and related party transactions (Revised)
13 revised version), reference review report (Revised Version) and asset appraisal report (Revised Version)
(Revised) motion
Comments on the independence of the appraisal institution and the rationality of the premise of appraisal assumptions
14. Correlation between the selection of appraisal methods and the purpose of appraisal and the pricing of this transaction √
Permissive motion
15. Request to the general meeting of shareholders to authorize the board of directors to handle this major asset √
Proposal on purchase and related party transactions
16 proposal on amending some articles of the articles of association √
1. Time and media of disclosure of each proposal
The above proposals have been deliberated and adopted by the sixth session of the third board of directors, the seventh session of the third board of directors, the fourth session of the third board of supervisors and the fifth session of the third board of supervisors respectively. The announcement of relevant resolutions is published on the website of Shanghai Stock Exchange on January 18, 2022 and March 15, 2022 (www.sse. Com. CN.) And China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
2. Special resolution proposal: 1-16 proposals 3. Proposal on separate vote counting for small and medium-sized investors: 1-16 proposals 4. Proposal on avoidance of voting by related shareholders: 1-15 proposals
Names of related shareholders who should avoid voting: Ningxia Bitai investment partnership (limited partnership) and Centennial Life Insurance Co., Ltd. 5. Proposals involving the voting of preferred shareholders: No. 3. Matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company's shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares Ningxia Jiaze Renewables Corporation Limited(601619) Ningxia Jiaze Renewables Corporation Limited(601619) 2022 / 3 / 23
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel: staff, etc. 5、 Registration method of the meeting (I) registration time: March 29, 2022 (8:30-12:00, 14:00-18:00) (II) registration place: Department of securities and regulations, building Ningxia Jiaze Renewables Corporation Limited(601619) 2, building 68, enterprise park, Greenland 21 city, Xingqing District, Yinchuan City, Ningxia (III) registration method: 1. Registration of corporate shareholders:
(1) For the registration of the legal representative of the legal person shareholder: the shareholder account card, the copy of the business license stamped with the company's official seal, the certificate of the legal representative and my ID card must be provided to go through the registration procedures;
(2) For the registration of the entrusted agent of the legal person shareholder: the shareholder's account card, the copy of the business license stamped with the company's official seal, the certificate of the legal representative, the power of attorney of the general meeting of shareholders signed by the legal representative and my ID card must be provided. 2. Registration of individual shareholders:
(1) If an individual shareholder registers in person, he / she must issue his / her ID card and shareholder account card to go through the registration procedures; (2) Where an individual shareholder entrusts an agent for registration, it shall issue the shareholder's ID card, shareholder account card, agent ID card and power of attorney of the general meeting of shareholders. 3. Shareholders (or agents) can register in person at the securities and Regulations Department of the company, or register by letter (subject to the postmark) and fax. 4. Note: shareholders and shareholders' agents attending the meeting shall bring one original and one copy of the above certificates required for registration. 6、 Other matters (I) contact information of the meeting
Contact: Liu Weisheng, Chen Jianying
Tel: 09515100532
Fax: 09515100533
Address: building 68, Zone D, enterprise park, Greenland 21 city, Xingqing District, Yinchuan City, Ningxia Ningxia Jiaze Renewables Corporation Limited(601619)
Zip code: 750004 (II) conference expenses: the conference will last for half a day, and those attending the conference will bear their own accommodation and transportation expenses. (III) handling method of abnormal conditions of online voting system: during online voting, if the online voting system is affected by major emergencies, the process of this general meeting of shareholders shall follow the notice of that day.
It is hereby announced.
Ningxia Jiaze Renewables Corporation Limited(601619) board of directors March 15, 2022
Annex 1: power of attorney
Power of attorney
Ningxia Jiaze Renewables Corporation Limited(601619) ：
I hereby entrust Mr. (Ms.) to attend the meeting on behalf of my unit (or myself) on March 30, 2022
Held the first extraordinary general meeting of your company in 2022 and exercised the voting rights on behalf of you.
Number of ordinary shares held by the trustor:
Number of preferred shares held by the client:
Client's shareholder Account No.:
No. name of non cumulative voting proposal agree against abstain
About this major asset purchase and related party transaction meeting the conditions specified in relevant laws and regulations 1
Proposal 2.00 proposal on this major asset purchase and related party transaction scheme (Revised Version) 2.01 this transaction scheme 2.02 counterparty and underlying asset 2.03 transaction price of underlying asset 2.04 transaction method and payment arrangement 2.05 transaction capital source 2.06 performance income arrangement 2.07 profit and loss of underlying asset during transition period 2.08 delivery of underlying asset
