Securities code: Guocheng Mining Co.Ltd(000688) securities abbreviation: Guocheng Mining Co.Ltd(000688) Announcement No.: 2022035 Guocheng Mining Co.Ltd(000688)
Proposal on the increase of annual general meeting of shareholders in 2021
Announcement of supplementary notice
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.
According to the resolution of the 39th meeting of the 11th board of directors of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as “the company”), the company is scheduled to hold the 2021 annual general meeting of shareholders on Tuesday, March 29, 2022. On March 8, 2022, the company published the information on the designated information disclosure media China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）The notice on convening the 2021 annual general meeting of shareholders was disclosed.
On March 17, 2022, the board of directors of the company received the letter on increasing the interim proposal of Guocheng Mining Co.Ltd(000688) 2021 annual general meeting submitted by the controlling shareholder Guocheng Holding Group Co., Ltd. (hereinafter referred to as “Guocheng group”). Guocheng Group requested the board of directors of the company to submit the proposal on the by election of non independent directors of the 11th board of directors of the company as a new interim proposal to the 2021 annual general meeting of shareholders of the company for deliberation. The company held the 40th meeting of the 11th board of directors on March 18, 2022 and considered and adopted the above proposal. For details, see the relevant announcement published on the designated information disclosure media of the company on the same day.
According to the relevant provisions of the company law of the people’s Republic of China and the articles of association: shareholders who individually or jointly hold more than 3% of the shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. As of the date of this announcement, Guocheng group directly and indirectly holds 73.97% of the equity of the company and is qualified to make an interim proposal. The content of the proposal belongs to the terms of reference of the general meeting of shareholders and complies with the relevant provisions of the company law of the people’s Republic of China, the articles of association and other laws, regulations and normative documents. Therefore, the board of directors of the company agreed to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
In addition to the above temporary proposals, the convening method, time, place, equity registration date, other proposals and other matters listed in the notice on convening the 2021 annual general meeting announced by the company on March 8, 2022 remain unchanged. The supplementary notice of the 2021 annual general meeting is hereby announced as follows:
1、 Basic information of the meeting
1. Session: 2021 annual general meeting of shareholders
2. Convener: Board of directors
3. Legality and compliance of the meeting: the convening of this extraordinary 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: 14:30 pm on Tuesday, March 29, 2022
(2) Online voting time
The specific time for online voting through the trading system of Shenzhen stock exchange is the trading time on March 29, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific voting time is February 29-15, 2029.
5. Convening method of the meeting: the meeting is held by combining on-site voting and online voting. The company will provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during the online voting time of this meeting. Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: Tuesday, March 22, 2022
7. Attendee
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
As of 15:00 on Tuesday, March 22, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company.
(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: conference room on the 3rd floor, building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing
2、 Matters considered at the meeting
(I) the proposals considered at this shareholders’ meeting are as follows:
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 work report of the board of directors in 2021 √
2.00 work report of the board of supervisors in 2021 √
3.00 final financial statement report of 2021 √
4.00 profit distribution plan for 2021 √
5.00 full text and summary of 2021 annual report √
6.00 proposal on the estimated amount of external guarantee in 2022 √
7.00 about re employment of 2022 financial report and internal control audit institution √
Proposal
Proposal on Amending the articles of association and some systems of the company (please list √ item by item)
8.00 resolution) number of sub proposals as voting objects: (7) 8.01 sub proposal on Amending the articles of association √
8.02 sub proposal on Amending the rules of procedure of the general meeting of shareholders √
8.03 sub proposal on Amending the rules of procedure of the board of directors √
8.04 sub proposal on Amending the rules of procedure of the board of supervisors √
8.05 sub proposal on Amending the working system of independent directors of the company √
8.06 sub proposal on Amending the company’s external guarantee management system √
8.07 sub proposal on Revising the company’s external donation management system √
The cumulative voting proposal adopts equal election, and the number of election votes cast for candidates shall be filled in
9.00 proposal on by election of non independent directors of the 11th board of directors of the company (1)
9.01 elect Mr. Wan Yong as a non independent director of the 11th board of directors √
(II) details of the content disclosure of the proposal
For details of the above proposal, please refer to the company’s publication in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on March 8, 2022 and the same day as this announcement http://www.cn.info.com.cn. Relevant announcements.
(III) special emphasis
1. All shareholders can participate in on-site voting or online voting through the Internet.
2. At this shareholders’ meeting, the company will count the votes of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) separately, and disclose the separate vote counting.
3. The proposal 8.00 discussed at the general meeting of shareholders includes sub proposals, which need to be voted one by one. Among them, the sub proposal on Amending the articles of association 8.01 is a special resolution, which must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting.
4. The independent directors of the company will report on their duties at the annual general meeting of shareholders.
3、 Registration of on-site shareholders’ meeting and other matters
1. Registration method
If a natural person shareholder attends the meeting in person, he / she shall present the original of his / her ID card and the original of valid shareholding certificate; If another person is entrusted to attend the meeting, the agent shall present the original ID card of the agent, the copy of the ID card of the principal, the original power of attorney of the shareholder and the original valid shareholding certificate; The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall present the original of his / her ID card, the valid certificate that can prove his / her qualification as legal representative, the copy of the legal person business license stamped with the official seal, and the original of the valid shareholding certificate of the legal person shareholder; If an agent is entrusted to attend the meeting, the agent shall present the original of his ID card, the original of the written power of attorney issued by the legal representative of the legal person shareholder unit according to law, the copy of the legal person business license stamped with the official seal, and the original of the effective shareholding certificate of the legal person shareholder.
Non local shareholders can register by letter, e-mail or fax before the deadline of registration. The letter, e-mail and fax shall be subject to the receipt of the company within the registration time. Shareholders should carefully fill in the power of attorney (Annex II) for registration and confirmation.
2. Registration time: 9:00-17:30, March 23, 2022
3. Registration place: 16th floor, building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing
4. Meeting contact information
Mailing address: 16th floor, building 19, zone 16, No. 188, South Fourth Ring West Road, Fengtai District, Beijing
Postal Code: 100070
Contact: Yang Guangqi
Tel: 01050955668
Fax: 01057090060
mail box: [email protected].
Other matters: the general meeting is expected to last half a day, and all the expenses of the shareholders attending the meeting shall be borne by themselves.
4、 Voting procedures for shareholders participating in online voting
At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com.cn. ）Please refer to Annex I of this announcement for the specific operation process of voting and online voting.
5、 Documents for future reference
1. Resolution of the 39th meeting of the 11th board of directors of the company
2. Resolution of the 23rd Meeting of the 10th board of supervisors of the company
3. Resolution of the 40th meeting of the 11th board of directors of the company
4. Other documents required by Shenzhen Stock Exchange
It is hereby announced.
Annex I: specific operation process of participating in online voting
Annex II: power of attorney
Guocheng Mining Co.Ltd(000688) board of directors
March 18, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation
The voting code is “360688”, and the voting is referred to as “National City voting”.
2. Fill in the voting opinions or election votes
The proposals 1.00-8.00 deliberated at this shareholders’ meeting are non cumulative voting proposals. Fill in the voting opinions, agree, disagree and abstain.
The proposal 9.00 deliberated at this shareholders’ meeting is a cumulative voting proposal, and the number of election votes for a candidate shall be filled in. The 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 as 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
Number of election votes cast for candidates
