Securities code: 000632 securities abbreviation: Fujian Sanmu Group Co.Ltd(000632) Announcement No.: 2022-05
Fujian Sanmu Group Co.Ltd(000632)
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.
1、 Basic information of the meeting
(i) Session of the general meeting of shareholders: Fujian Sanmu Group Co.Ltd(000632) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022.
（2） Convener of the general meeting of shareholders: the 9th board of directors of the company.
The 9th board of directors of the company held the 39th meeting on January 5, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
（3） Legality and compliance of the meeting: the convening of the general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
（4） Date and time of the meeting:
1. On site meeting time: 14:30 p.m. on Friday, January 21, 2022.
2. Online voting time:
The time of online voting through the trading system of Shenzhen stock exchange is: 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 13:00 ~ 15:00 p.m. on January 21, 2022.
The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 21, 2022.
（5） Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
The company will provide all shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Shareholders can exercise their voting rights through the above system during the online voting time. Shareholders shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
（6） Attendees:
1. Shareholders holding shares of the company on the equity registration date.
As of the closing of Shenzhen Stock Exchange on the afternoon of January 14, 2022, the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation, all shareholders of the above-mentioned company have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company.
3. A lawyer employed by the company.
（7） Venue: corporate conference room, 41F, IFC Fuzhou International Financial Center, 118 Jiangbin West Avenue, Taijiang District, Fuzhou City, Fujian Province.
2、 Matters considered at the meeting
(i) Proposals submitted to the shareholders’ meeting for voting:
1. Proposal on adding directors of the company;
1.1 elect Mr. Lin Yu as a director of the ninth board of directors of the company;
1.2 elect Ms. Jiang Chunmei as a director of the ninth board of directors of the company;
1.3 elect Ms. Shao Xiaohui as a director of the ninth board of directors of the company.
2. Proposal on providing financial assistance for the holding subsidiary Nanping Shimao new era;
3. Proposal on financial assistance provided by Fuqing jinshenyuan, a holding subsidiary, to its shareholders.
The above proposal 1 will elect directors of the company by cumulative voting. The number of voting votes owned by shareholders shall be the number of voting shares held by them multiplied by the number of candidates to be elected. Shareholders may arbitrarily distribute the number of voting votes among candidates within the limit of the number of candidates to be elected (they may cast zero votes), but the total number shall not exceed the number of voting votes they have. The above proposals are ordinary proposals, which must be approved by more than half of the total number of effective voting shares held by shareholders attending the meeting.
The above proposals 2 and 3 are ordinary proposals, which must be approved by more than half of the total number of effective voting shares held by shareholders attending the meeting.
（2） Disclosure:
The above proposal has been deliberated and adopted at the 39th meeting of the ninth board of directors of the company. For details, it was disclosed in the securities times, China Securities News, securities daily and cninfo.com on January 6, 2022（ http://www.cn.info.com..cn. ）Relevant announcements.
3、 Registration method for attending on-site general meeting of shareholders
(i) Registration method:
1. Individual shareholders shall go through the registration procedures with their own ID card, shareholder account card and share certificate on the date of equity registration. Those who are unable to attend for some reason may personally sign a personal power of attorney to entrust an agent to attend and exercise voting rights. The agent shall show his ID card and power of attorney (Annex I).
2. The legal person shareholder shall go through the registration formalities with the shareholder’s account card, the copy of the business license (with official seal), the certificate of legal representative and his own ID card; If a proxy is entrusted to attend, it shall also hold the power of attorney of the legal representative (Annex I) and the ID card of the attendee.
（2） Registration time: 9:00 a.m. to 17:00 p.m. on January 17, 2022.
（3） Registration place: corporate conference room, 41F, IFC Fuzhou International Financial Center, No. 118, Jiangbin West Avenue, Taijiang District, Fuzhou City, Fujian Province.
4、 Specific operation process of participating in online voting
The shareholders’ meeting adopts the combination of on-site voting and online voting. The company will use the trading system of Shenzhen Stock Exchange and the Internet（ http://wltp.cn.info.com..cn. ）A voting platform in the form of network is provided to all shareholders. Shareholders can exercise their voting rights through the above system during online voting time. See Annex II for the specific operation process of online voting.
5、 Other matters
(i) The on-site meeting of the general meeting of shareholders lasts for half a day, and the food, accommodation and transportation expenses of those attending the meeting shall be borne by themselves. （2） Contact information:
Address: 41 / F, IFC Fuzhou International Financial Center, 118 Jiangbin West Avenue, Taijiang District, Fuzhou, Fujian
Postal Code: 350009
Contact: Wu Senyang, Jiang Xinjian
Tel: 0591-38170632 Fax: 0591-38173315
6、 Documents for future reference
Resolution of the 39th meeting of the 9th board of directors of the company.
It is hereby announced.
Fujian Sanmu Group Co.Ltd(000632) Annex I of the board of directors on January 6, 2022:
Power of attorney
Mr. / Ms. is entrusted to attend the first extraordinary general meeting of shareholders of Fujian Fujian Sanmu Group Co.Ltd(000632) Co., Ltd. in 2022 on behalf of our unit / myself, and exercise the voting right on the meeting proposals according to the following instructions. The client votes on the following proposals as follows (Please tick “√” under the corresponding voting opinions):
Tick this column to vote
The column of proposal number and proposal name can agree to vote against abstention
100 total proposals: all proposals except cumulative voting proposals √
Cumulative voting proposal (equal voting shall be adopted, and the number of election votes cast for candidates shall be filled in)
1.00 cumulative voting on the proposal on adding directors of the company (3 persons to be elected)
1.01 elect Mr. Lin Yu as a director of the ninth board of directors of the company √ votes
1.02 election of Ms. Jiang Chunmei as a director of the ninth board of directors of the company √ votes
1.03 elect Ms. Shao Xiaohui as a director of the ninth board of directors of the company with √ votes
Non cumulative voting proposal (tick “√” in the corresponding places of “agree”, “disagree” and “abstain”)
2.00 √ on providing financial services for the holding subsidiary Nanping Shimao New Era
Bill on financial assistance
3.00 on financial support provided by Fuqing jinshenyuan, a holding subsidiary, to its shareholders √
Proposal on financial assistance
If the shareholder does not give specific instructions, whether the shareholder’s agent can vote according to his own will.
Yes □ no □
Principal (signature or seal): the entrustment resident ID number (enterprise unified social credit code): the client’s account number: the number of the principal’s parties: the trustee (signature): the trustee’s ID number: the date of entrustment:
1. The trustor shall tick the corresponding selection column of the power of attorney. Single selection and multiple selection are invalid; 2. The power of attorney is valid for newspaper cutting, copying or self-made according to the above format.
Annex II:
Specific operation process of participating in online voting
1、 Procedures for online voting
(i) Voting code and voting abbreviation of ordinary shares: the voting code is “360632”, and the voting abbreviation is “Sanmu voting”.
（2） Proposal setting and opinion voting.
1. Motion setting.
List of “proposal code” corresponding to the proposal of the general meeting of shareholders
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Cumulative voting motion (equal voting)
1.00 the number of candidates for the proposal on adding directors of the company is 3
1.01 elect Mr. Lin Yu as a director of the ninth board of directors √
1.02 elect Ms. Jiang Chunmei as a director of the ninth board of directors √
1.03 elect Ms. Shao Xiaohui as a director of the ninth board of directors of the company √
Non cumulative voting motion
2.00 on providing financial capital for Nanping Shimao new era, a holding subsidiary √
Motion on assistance
3.00 on financial √ provided by Fuqing jinshenyuan, a holding subsidiary, to its shareholders
Bill on financial assistance
Note: the general meeting of shareholders set “general proposal” for many proposals, and the corresponding proposal code is 100. The total proposal does not include cumulative voting proposals, and the cumulative voting proposals need to fill in the number of election votes.
2. Fill in the voting opinions or election votes.
The proposal of the general meeting of shareholders includes cumulative voting proposal and non cumulative voting proposal:
(1) For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain;
(2) For cumulative voting proposals, fill in the number of election votes cast for a candidate. Shareholders of the company shall vote within the limit of the number of electoral votes of each proposal group they own. If the number of electoral votes cast by shareholders exceeds the number of electoral votes they own, their electoral votes for 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 shall not exceed the number of election votes owned by the shareholder
The number of election votes held by shareholders under the proposal group is as follows:
Election of non independent directors (proposal 1.00, equal election, the number of candidates to be elected is
