Securities code: 301027 securities abbreviation: Hualan Group Co.Ltd(301027) Announcement No.: 2022-006 Hualan Group Co.Ltd(301027)
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.
Hualan Group Co.Ltd(301027) (hereinafter referred to as “the company” or “the company”) decided to hold the company’s first extraordinary general meeting in 2022 by combining on-site voting and online voting at 14:30 p.m. on January 21, 2022 in the conference room on the 6th floor of nanguoyi Park, No. 1, yuewan Road, Qingxiu District, Nanning, Considering the relevant proposals submitted at the 27th meeting of the third board of directors and the 12th meeting of the third board of supervisors, the relevant matters of the meeting are hereby notified as follows:
1、 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
On January 5, 2022, the 27th meeting of the third board of directors deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the provisions of the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, administrative regulations, departmental rules, normative documents and the Hualan Group Co.Ltd(301027) articles of Association (hereinafter referred to as the “articles of association”).
4. Date and time of the meeting:
(1) On site meeting time: 14:30 PM, January 21, 2022
(2) Online voting time:
① The specific time for online voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on January 21, 2022.
② The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 21, 2022.
5. Convening method of the meeting: the meeting is held by combining on-site voting and online voting. (1) On site voting: including attending in person and authorizing others to attend by filling in the power of attorney.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time.
Only one of the on-site voting or online voting can be selected for the same share. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: January 18, 2022.
7. Attendees:
(1) As of the closing of the afternoon of January 18, 2022, the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited who have issued voting shares have the right to attend the general meeting of shareholders and can entrust agents in writing to attend the meeting and vote (see Annex III for the power of attorney), The shareholder’s agent may not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyers and relevant personnel employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: conference room, 6 / F, nanguoyi Park, No. 1, yuewan Road, Qingxiu District, Nanning city.
2、 Matters considered at the meeting
(i) Proposal name
1. Proposal on general election of the board of directors and nomination of candidates for non independent directors of the Fourth Board of directors; 1.01 proposal on nominating Mr. Lei Xiang as a candidate for non independent director of the Fourth Board of directors of the company;
1.02 proposal on nominating Mr. Zhao Cheng as a candidate for non independent director of the Fourth Board of directors of the company;
1.03 proposal on nominating Mr. Mo Hongda as a candidate for non independent director of the Fourth Board of directors of the company; 1.04 proposal on nominating Mr. Xu Hongtao as a candidate for non independent director of the Fourth Board of directors of the company; 2. Proposal on general election of the board of directors and nomination of independent director candidates for the Fourth Board of directors; 2.01 proposal on nominating Mr. Yuan Zhangzheng as an independent director candidate of the Fourth Board of directors of the company;
2.02 proposal on nominating Ms. Chi Zhaomei as an independent director candidate of the Fourth Board of directors of the company;
3. Proposal on general election of the board of supervisors and nomination of candidates for non employee representative supervisors of the Fourth Board of supervisors;
3.01 proposal on nominating Mr. ouyangdong as a candidate for non employee representative supervisor of the Fourth Board of supervisors of the company;
3.02 proposal on nominating Ms. Wang Zhen as a candidate for non employee representative supervisor of the Fourth Board of supervisors of the company; 4. Proposal on hiring an accounting firm in 2021.
（2） Special tips and instructions
1. The above proposal has been deliberated and adopted at the 27th meeting of the third board of directors and the 12th meeting of the third board of supervisors. For details of the resolution, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Relevant announcements on.
2. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only after there is no objection.
3. According to the company law and the articles of association, the above proposals 1, 2 and 3 shall be voted item by item by cumulative voting. There are 4 non independent directors, 2 independent directors and 2 non employee representative supervisors to be elected this time. The number of election votes owned by shareholders is the number of voting shares they hold multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute among candidates within the limit of multiplying the number of election votes they own multiplied by the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they own. Proposal 2 the qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection. 4. In accordance with relevant regulations, the company will separately count the votes on major matters affecting the interests of small and medium-sized investors at the general meeting of shareholders and disclose the voting results. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Cumulative voting proposal
1.00 proposal on general election of the board of directors and nomination of independent director candidates with 4 non candidates for the Fourth Board of directors
1.01 nominate Mr. Lei Xiang as a non independent director of the Fourth Board of directors √
Candidate’s proposal
1.02 nominate Mr. Zhao Cheng as a non independent director of the Fourth Board of directors √
Candidate’s proposal
1.03 nominate Mr. Mo Hongda as a non independent director of the Fourth Board of directors √
A motion for a candidate
1.04 nominate Mr. Xu Hongtao as a non independent director of the Fourth Board of directors √
A motion for a candidate
On the general election of the board of directors and the nomination of the fourth session of the board of directors
2.00 proposal on candidates for legislative director 2 persons to be elected
2.01 nominate Mr. Yuan Zhangzheng as the independent director of the Fourth Board of directors of the company √
Candidate’s proposal
2.02 nominate Ms. Chi Zhaomei as an independent director of the Fourth Board of directors √
Candidate’s proposal
On general election and nomination of the fourth session of the board of supervisors
3.00 proposal on candidate of employee representative supervisor 2 persons to be elected
Nominate Mr. ouyangdong as the non employee representative of the Fourth Board of supervisors of the company
Table 3.01 proposal of supervisor candidate √
Ms. Wang Zhen is nominated as the non employee representative of the Fourth Board of supervisors of the company
3.02 proposal of supervisor candidate √
Non cumulative voting proposal
4.00 proposal on hiring an accounting firm in 2021 √
4、 Meeting registration and other matters
(i) Registration time: 9:00 a.m. to 12:00 p.m. and 14:30 p.m. to 17:30 p.m. on January 19, 2022. （2） Registration place: Office of the board of directors, room 508, nanguoyi Park, No. 1, yuewan Road, Qingxiu District, Nanning city. （3） Registration method:
1. The legal representative or the agent entrusted by the legal person shareholder shall attend the meeting
If the legal representative attends the meeting, he shall go through the registration formalities with the securities account card of the legal person shareholder, the business license of the enterprise legal person stamped with the official seal (copy of the original and duplicate), the identity certificate of the legal representative and the resident identity card; If a legal person shareholder entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the securities account card of legal person shareholder, the business license of enterprise legal person with official seal (copy of original and duplicate), the power of attorney issued by the shareholder (see Annex III for details) and the resident ID card of the agent.
2. Natural person shareholders shall go through the registration formalities with their own shareholder securities account card and resident identity card. If a natural person shareholder entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the shareholder’s securities account card and ID card of the principal.
3. Non local shareholders can register by letter or e-mail. Shareholders shall carefully fill in the registration form of participating shareholders (see Annex II for details) for registration confirmation. Telephone registration is not accepted.
Letters or mail should be delivered or sent to the office of the board of directors before 17:30 on January 19, 2022. Please send your letter to the office of the board of directors, room 508, nanguoyi Park, No. 1, yuewan Road, Qingxiu District, Nanning City, zip code: 530029.
e-mail address: [email protected]. 。
(please indicate “general meeting” on the envelope).
5、 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（ http://wltp.cn.info.com..cn. ）Please refer to Annex I for the specific operation process involved in voting and online voting.
6、 Other matters
(i) The duration of the meeting is expected to be half a day. The accommodation, transportation and other related expenses of the participants shall be borne by themselves.
（2） Meeting contact: Liu Sha
Conference Tel.: 0771-5775576
Contact address: Office of the board of directors, room 508, nanguoyi Park, No. 1, yuewan Road, Qingxiu District, Nanning
Post code: 530029
（3） Shareholders and their authorized agents attending the on-site meeting shall arrive at the meeting place within half an hour before the meeting, and bring the originals of shareholders’ securities account card, resident ID card, power of attorney and so on to sign in.
7、 Documents for future reference 1. Hualan Group Co.Ltd(301027) resolutions of the 27th meeting of the third board of directors; 2. Hualan Group Co.Ltd(301027) resolution of the 12th meeting of the third board of supervisors. 8、 Annex I: specific operation process of online voting Annex II: registration form of shareholders attending the meeting Annex III: power of attorney is hereby announced.
Hualan Group Co.Ltd(301027) Annex I of the board of directors on January 5, 2022:
Hualan Group Co.Ltd(301027)
Specific operation process of online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com..cn. ）The specific operation process of online voting is as follows: first, the procedure of online voting
1. Voting code: 351027
2. Voting abbreviation: Hualan voting
3. Proposal setting and opinion voting for online voting through the trading system:
Table 1: list of “proposal codes” corresponding to the general meeting of shareholders
remarks
carry
