Securities code: Jiangsu Daybright Intelligent Electric Co.Ltd(300670) securities abbreviation: Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Announcement No.: 2022033 Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Proposal on adding temporary shareholders' meeting in 2022
Announcement of Supplementary Notice of the general meeting of shareholders
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 omissions.
Special tips:
1. The shareholders' meeting was held by combining on-site voting with Internet voting. During the period of New Coronavirus epidemic prevention and control, the company suggested that shareholders should try their best to participate in the shareholders' meeting by voting online in order to effectively reduce staff aggregation and protect shareholders' health.
2. Shareholders and shareholders' agents attending the meeting must pay attention to and comply with the relevant regulations and requirements of epidemic prevention and control in Nanjing in advance. The company will strictly comply with the epidemic prevention and control requirements of relevant government departments, and register and manage the shareholders and shareholders' agents attending the meeting. The shareholders and shareholders' agents attending the meeting are invited to bring the original ID card and other relevant supporting materials, and actively cooperate with the company in the prevention and control of the epidemic situation, such as on-site identity verification, personal information registration, body temperature detection, presentation of effective health code, travel code and nucleic acid test report. Those who meet the requirements can enter the meeting site, and please obey the arrangement and guidance of on-site staff.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as "the company") deliberated and adopted the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2022 at the 17th meeting of the third board of directors held on March 15, 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on March 31, 2022. For details, see the company's announcement on the information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022027).
On March 20, 2022, the board of directors of the company received a written letter from the shareholders of the company, Mr. Chen Jie, Mr. Zeng Zhi, Mr. Ren Changgen, Mr. Gao Ming, Mr. Wang Guohua, Mr. Wu Guodong, Mr. Wang Jun and Nanjing Mingzhao Investment Management Co., Ltd. on proposing to increase the temporary proposal of the first extraordinary general meeting of shareholders in Jiangsu Daybright Intelligent Electric Co.Ltd(300670) 2022, The above shareholders requested the board of directors of the company to submit the following proposals to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation in the form of interim proposals: serial number proposal name 1.00 proposal on this major asset purchase and related party transaction scheme 1.01 overview of this transaction scheme
Specific scheme of this transaction
1.02 content and holder of the underlying assets 1.03 counterparty 1.04 transaction amount 1.05 payment method, object and project corresponding to each price 1.06 delivery process of the underlying assets 1.07 ownership of rights and obligations at each stage 1.08 transaction process control 1.09 liability and treatment arrangements for breach of contract at each stage 2.00 proposal on adjusted transactions constituting major asset restructuring and meeting relevant conditions of relevant laws and regulations
3.00 proposal on the adjusted major asset restructuring plan constituting related party transactions 4.00 proposal on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transactions report (Draft) (Second Revision) and its summary
5.00 proposal that this major asset reorganization of the company does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies
6.00 proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
7.00 proposal on the compliance of this transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies 8.00 proposal on the signing of the transaction agreement with conditional effectiveness related to this major asset purchase 9.00 proposal on the completeness and compliance of the legal procedures and the effectiveness of legal documents submitted in this major asset restructuring
Proposal on the fact that the relevant entities of this transaction are not allowed to participate in the material assets reorganization of listed companies as stipulated in Article 13 of the guidelines for the supervision of listed companies No. 7 - supervision of abnormal stock transactions related to the material assets reorganization of listed companies
11.00 proposal on the independence of the appraisal institution for this major asset purchase, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
12.00 proposal on the exclusion of the provisions of Article 10 or 11 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange from this transaction
13.00 proposal on diluting the immediate return and measures to fill the return on this major asset purchase
14.00 proposal on the purchase and sale of assets within 12 months before the reorganization 15.00 proposal on the confidentiality measures and confidentiality system adopted in this transaction 16.00 proposal on the company's guarantee for Jiangsu Daye New Energy Technology Co., Ltd., a wholly-owned subsidiary 17.00 proposal on the company and its subsidiaries applying for credit line and providing guarantee to the bank in 202218.00 Proposal on Approving the review report related to this major asset reorganization, the extension of simulated audit report and asset evaluation report
19.00 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to this major asset restructuring
The above proposals have been deliberated and adopted at the 14th meeting of the third board of directors, the 13th meeting of the third board of supervisors, the 16th meeting of the third board of directors, the 14th meeting of the third board of supervisors, the 18th meeting of the third board of directors and the 15th meeting of the third board of supervisors respectively. For details, please refer to the company on January 24, 2022, March 1, 2022 On March 17, 2022, it was published on cninfo (www.cn. Info. Com. CN.), the information disclosure website designated by the CSRC Relevant announcements and documents on.
According to the relevant provisions of the company law, the articles of association and the rules of procedure of the general meeting of shareholders of the company: shareholders who individually or jointly hold more than 3% of the shares of the company may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. According to the review of the board of directors of the company, as of March 20, 2022, the shareholders of the above proposal held 160606139 shares of the company, with a shareholding ratio of 50.68%, and were legally qualified to put forward interim proposals. The contents of the proposal did not exceed the provisions of relevant laws and regulations, the articles of association and the terms of reference of the shareholders' meeting, and there were clear topics and resolutions, And the proposal procedure complies with the relevant provisions of the company law, the articles of association and the rules of procedure of the general meeting of shareholders of the company. Therefore, the board of directors agreed to submit the above interim proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
In addition to the above temporary proposals, other matters such as the time, place and equity registration date of the first extraordinary general meeting in 2022 remain unchanged. Now, supplementary notices on relevant matters of the first extraordinary general meeting in 2022 are 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 17th meeting of the third board of directors of the company was held.
3. Legality and compliance of the meeting: the convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:00 p.m. on Thursday, March 31, 2022;
(2) Online voting time: March 31, 2022, among which, the online voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 31, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 31, 2022.
5. Convening method of the meeting: this meeting adopts the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system, and shareholders can exercise their voting rights through the above system during online voting time. Shareholders of the company can only choose one of on-site voting (on-site voting can be entrusted by proxy) and online voting. In case of repeated voting with the same voting right, the first valid voting result shall prevail.
6. Equity registration date: Wednesday, March 23, 2022
7. Attendees:
(1) As of 15:00 p.m. on March 23, 2022, after the completion of the transaction, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation have the right to attend and vote at the shareholders' meeting. Shareholders who cannot attend the shareholders' meeting in person can entrust an agent to attend and vote in writing. The shareholder's agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyer employed by the company.
8. On site meeting place: company meeting room (meeting room on the sixth floor of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) No. 223, Jiangjun Avenue, Jiangning District, Nanjing)
2、 Matters considered at the meeting
remarks
Proposal Title The ticked code column of the proposal name column can be voted
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on reformulating the major investment decision management system √
2.00 proposal on this major asset purchase and related party transactions √
2.01 overview of the transaction plan √
Specific scheme of this transaction √
2.02 contents and holders of subject assets √
2.03 counterparty √
2.04 transaction amount √
2.05 payment method, object and items corresponding to each price √
2.06 delivery process of subject assets √
2.07 ownership of rights and obligations at each stage √
2.08 transaction process control √
2.09 liability for breach of contract and treatment arrangement at each stage √
3.00 proposal on adjusted transactions constituting major asset restructuring and meeting relevant conditions of relevant laws and regulations
4.00 proposal on the adjusted major asset restructuring plan constituting related party transactions √
5.00 proposal on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transaction √ report (Draft) (Second Revision) and its summary
6.00 proposal that this major asset reorganization of the company does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies
7.00 proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
8.00 proposal on the compliance of this transaction with the provisions of √ in Article 11 of the measures for the administration of major asset restructuring of listed companies
9.00 √ proposal for the company to sign the transaction agreement with conditional effectiveness related to this major asset purchase
10.00 proposal on the completeness and compliance of legal procedures and the effectiveness of submitting legal documents for this major asset reorganization
