Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022025 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
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.
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” or “the company”) the 18th meeting of the 5th board of directors was held on March 14, 2022. The meeting decided to hold the first extraordinary general meeting of shareholders in 2022 on March 30, 2022 (Wednesday). Now the relevant matters of the general meeting of shareholders are announced as follows: I. Basic information 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. The convening of this general meeting of shareholders complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, administrative regulations, departmental rules, normative documents, the business rules of Shenzhen Stock Exchange and the articles of association.
4. Meeting time:
(1) On site meeting time: 14:00, March 30, 2022 (Wednesday)
(2) Online voting time: March 30, 2022
Among them, through the trading system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 30, 2022; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting is any time from 9:15 to 15:00 on March 30, 2022.
5. Meeting method: the shareholders’ meeting is held by combining on-site voting and online voting.
The company will use the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can
Way of attending the general meeting of shareholders: shareholders of the company can only choose one of on-site voting, voting in the trading system of Shenzhen Stock Exchange and voting in the Internet system of Shenzhen Stock Exchange. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: March 23, 2022
7. Meeting attendees
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
At 15:00 p.m. on March 23, 2022, when the stock market closes, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend and vote at the general meeting of shareholders in the form of announcement of this notice; A shareholder who cannot attend the on-site meeting in person may entrust a proxy in writing to attend the meeting and vote (the proxy need not be a shareholder of the company, and the power of attorney is detailed in Annex I), or participate in online voting during online voting time;
(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: company conference room, 4th floor, block a, wanliuyicheng center, No. 11, Changchun Bridge Road, Haidian District, Beijing
2、 Matters considered at the meeting
remarks
Proposal code proposal name column checked
You can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
On adjusting the company’s stock options and restricted shares in 2020
1.00 restricted stock repurchase price and repurchase of incentive plan note √
Proposal on selling some restricted shares
2.00 “about the company applying for M & a loan from the bank and providing guarantee √
Proposal for
1. The above proposal has been deliberated and approved at the 15th meeting of the 5th board of directors and the 18th meeting of the 5th board of directors of the company. For details, please refer to China Securities Journal, securities times and cninfo.com on November 10, 2021 and March 15, 2022（ http://www.cn.info.com.cn. ）Company announcements on.
2. Proposal 1 a special resolution shall be adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
3. Proposal 2 is a related matter, and the related shareholders need to avoid voting.
4. All proposals are counted separately for small and medium-sized investors.
3、 Meeting registration and other matters
1. Registration time: March 28, 2022 (9:00-11:30, 13:30-16:30)
2. Registration place: Sinomine Resource Group Co.Ltd(002738) Securities Affairs Department
3. Registration method
(1) Natural person shareholders must register with their ID card and shareholder account card;
(2) Legal person shareholders shall register with a copy of business license (with official seal), power of attorney of legal representative, shareholder account card and ID card of attendees; If the legal representative of a legal person shareholder attends in person, he / she shall register with his / her ID card, copy of business license (with official seal), certificate of legal representative and shareholder account card. (3) The entrusted agent shall register with his ID card, power of attorney, ID card of the principal and shareholder account card;
(4) Non local shareholders can register by written letter, e-mail or fax with the above relevant certificates.
The deadline for registration by written letter, e-mail or fax to the Securities Department of the company is 16:30, March 28, 2022.
Address for delivery of written letter: Sinomine Resource Group Co.Ltd(002738) securities affairs department, 5 / F, block a, wanliuyicheng center, No. 11, Changchun Bridge Road, Haidian District, Beijing. Please indicate the words ” Sinomine Resource Group Co.Ltd(002738) 2022 first extraordinary general meeting of shareholders” on the letter.
Post code: 100089
Fax No.: 01058815521
e-mail address: [email protected].
See Annex I for the format of power of attorney.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders of the company can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex II for the operation process of online voting.
5、 Other matters 1. The duration of the meeting is half a day, and the board and lodging expenses and transportation expenses of shareholders attending the meeting shall be borne by themselves. 2. Contact information: Huang Renjing, Wang Shanyi Tel.: 01058815527 Fax: 01058815521 email: [email protected].
Contact address: 5 / F, block a, wanliuyicheng center, No. 11, Changchun Bridge Road, Haidian District, Beijing
Postal Code: 1 Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) . Please arrive at the venue 10 minutes in advance. 6、 Documents for future reference 1. Resolutions of the 15th meeting of the 5th board of directors of the company. 2. Resolution of the 18th meeting of the 5th board of directors of the company. It is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors March 14, 2022 Annex I:
Power of attorney
I hereby entrust Mr. / Ms. to attend the first extraordinary general meeting of shareholders in Sinomine Resource Group Co.Ltd(002738) 2022 on behalf of me / my company and vote on the following proposals on behalf of me / my company according to the following entrustment wishes. If the trustor fails to give specific instructions on the exercise of voting rights, the trustee may vote for or against a proposal or abstain in such manner as it deems appropriate.
remarks
Proposal code the ticked column of proposal name agrees to vote against abstention
General proposal: all proposals except cumulative voting proposal
100 √
proposal
Non cumulative voting proposal
On adjusting the company’s stock options in 2020
1.00 restricted shares and restricted stock incentive plan √
Restrictions on repurchase price and repurchase cancellation
Proposal on stock
2.00 about the company applying for M & a loan from the bank and √
Proposal on providing guarantee
Name of the client (signature or seal): the client’s shareholder account:
Principal ID number (or business license number): the number of principal’s Holders: the signature of the trustee: the ID number of the trustee:
Validity period of power of attorney: date of entrustment: 2022 note: 1. Shareholders are requested to tick “√” in the voting opinion options of the proposal. Each item is a single choice, and multiple choices are invalid. 2. Votes that are not filled in, wrongly filled in, illegible and illegible shall be deemed as abstention; 3. The power of attorney is valid for newspaper cutting, copying or self-made according to the above format; 4. If the client is a legal person or unit, the seal of the unit shall be affixed; 5. For cumulative voting proposals, equal voting shall be adopted, and the number of election votes cast for candidates shall be filled in.
Annex II:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: “362738”
2. Voting abbreviation: “China Mining voting”
3. Fill in the voting opinions or election votes
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of a listed company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
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 March 30, 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 voting at 9:15 a.m. on March 30, 2022 and ends at 3:00 p.m. on March 30, 2022.
2. Shareholders who conduct online voting through the Internet voting system 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”. The specific identity authentication process can log in to the Internet voting system
