Securities code: Beiqi Foton Motor Co.Ltd(600166) securities abbreviation: Beiqi Foton Motor Co.Ltd(600166) Announcement No.: 2022037
Beiqi Foton Motor Co.Ltd(600166)
Notice on convening the third extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders' meeting: April 18, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
In order to cooperate with the epidemic prevention and control work, the shareholders and shareholders' representatives participating in the on-site meeting must meet the latest epidemic prevention and control requirements of Beijing. In addition, they need to report the information of the meeting by telephone to the Beiqi Foton Motor Co.Ltd(600166) board of directors office on the registration date of the meeting in advance, take effective preventive measures during the on-site meeting, cooperate with the requirements of the venue to register and accept temperature detection and other related epidemic prevention work
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the third extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 11:00 on April 18, 2022
Venue: Beiqi Foton Motor Co.Ltd(600166) conference room 106
（5） Start and end date of voting system.
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from April 18, 2022
February 18, 2024
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation. （7） Involving public solicitation of shareholders' voting rights
Not applicable II. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Sequential voting shareholder type No. proposal name A-share shareholder
Non cumulative voting motion
1. Proposal on the company meeting the conditions for non-public offering of A-Shares √
2.00 proposal on the company's non-public offering of A-Shares in 2022 √
2.01 type and par value of shares issued √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 pricing base date, issue price and pricing principle √
2.05 issue quantity √
2.06 amount and purpose of raised funds √
2.07 restricted period √
2.08 place of listing √
2.09 accumulated profit distribution √
2.10 validity period of resolution √
3 proposal on the company's plan for non-public offering of A-Shares in 2022 √
4. The use of funds raised by the company's non-public offering of A-Shares in 2022 can be √
Proposal of feasibility analysis report
5. Non public √ agreement signed by the company and the subscription object of non-public offering
Proposal on the share subscription agreement for issuing A-Shares and related party transactions
6 proposal that the company does not need to prepare the report on the use of the previously raised funds √
7. Diluted immediate return on the company's non-public offering of A-Shares in 2022 and √
Proposal to take filling measures
8. With regard to the relevant commitment subjects, the "dilution of non-public offering of A-Shares √"
Proposal on the commitment of immediate return to take filling measures
9 about the company's shareholder return plan for the next three years (20222024) √
Motion
10. About submitting to the general meeting of shareholders of the company for approval that BAIC Motor Corporation Limited is exempted from √
Proposal on increasing shares of the company by tender offer
11. About requesting the general meeting of shareholders of the company to authorize the board of directors to handle this non-public offering √
Proposal on matters related to a shares
12 about signing financial service agreement with BAIC Group Finance Co., Ltd. √
Proposals on related party transactions 1. Time and media of disclosure of each proposal
For details of the above proposals, please refer to the information of this shareholders' meeting separately disclosed by the company. The information of this shareholders' meeting will be posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) no later than April 9, 2022 disclosure.
2. Special resolution proposal: proposal 2-113. Proposal on separate vote counting for small and medium-sized investors: proposal 1-124. Proposal on avoidance of voting by related shareholders: proposal 2-5, 7-8, 10-12
Names of related shareholders who should avoid voting: BAIC Motor Corporation Limited, etc. 5. Proposals involving the voting of preferred shareholders: No. III. matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, if
It has multiple shareholder accounts and can use any shareholder account holding the company's shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares Beiqi Foton Motor Co.Ltd(600166) Beiqi Foton Motor Co.Ltd(600166) 2022 / 4 / 11
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method
1. Registration time: 9:30-11:30, 13:00-15:00, April 12, 2022
2. Registration place: Office of Beiqi Foton Motor Co.Ltd(600166) board of directors, Shayang Road, Shahe Town, Changping District, Beijing; 3. In order to cooperate with the epidemic prevention and control work, the shareholders and shareholders' representatives participating in the on-site meeting must meet the latest epidemic prevention and control requirements of Beijing. In addition, they need to report the information of the meeting by telephone to the Beiqi Foton Motor Co.Ltd(600166) board of directors office on the registration date of the meeting in advance, take effective preventive measures during the on-site meeting, cooperate with the requirements of the venue to register and accept temperature detection and other related epidemic prevention work; 4. Registration method: a natural person shareholder shall go through the registration formalities with the shareholder's account and his / her ID card; The entrusted agent shall go through the registration formalities with the power of attorney, his ID card and the principal's shareholder account; The legal person shareholder shall go through the registration formalities with the business license stamped with the official seal of the unit, the shareholder's account, the power of attorney (see Annex) and the ID card of the attendee; Email available to non local shareholders（ Beiqi Foton Motor Co.Ltd(600166) @foton.com.cn. ）Register by. 6、 Other matters 1. The duration of the shareholders' meeting is half a day, and the board, lodging and transportation expenses of the shareholders attending the meeting shall be borne by themselves.
2. Contact person of this meeting: Zhang Lili Tel.: 01080708602
Email: Beiqi Foton Motor Co.Ltd(600166) @foton.com.cn. Contact address: No. 15, Shayang Road, Shahe Town, Changping District, Beijing. It is hereby announced.
Beiqi Foton Motor Co.Ltd(600166) board of directors March 31, 2022 Annex 1: power of attorney filing document board of directors resolution
Annex 1: power of attorney
Power of attorney
Beiqi Foton Motor Co.Ltd(600166) ：
I hereby entrust Mr. (Ms.) to represent my unit (or myself) to attend the meeting on April 18, 2022
Held the third extraordinary general meeting of shareholders of your company in 2022 and exercised the voting rights on behalf of you. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor's shareholder:
No. name of non cumulative voting proposal agree against abstain
1. Proposal on the company meeting the conditions for non-public offering of a shares
2.00 proposal on the company's non-public offering of A-Shares in 2022
2.01 type and par value of shares issued 2.02 issuing method and time 2.03 issuing object and subscription method 2.04 pricing base date, issuing price and pricing principle 2.05 number of issues 2.06 number and purpose of raised funds 2.07 sales restriction period 2.08 listing place 2.09 distribution of accumulated profits 2.10 validity period of resolution
3 proposal on the company's plan for non-public offering of A-Shares in 2022
4 about the company's non-public offering of A-Shares in 2022
Proposal using feasibility analysis report
5. Notice on the execution of conditions between the company and the subscription object of non-public offering
Share subscription agreement for non-public development of A-share shares and related party transactions
Motion
6. Proposal that the company does not need to prepare the report on the use of the previously raised funds
case
7. The company's non-public offering of A-Shares in 2022 and the diluted spot return
Proposals and measures to be taken
8. The relevant commitment subjects made the agreement on non-public offering of a shares
The proposal of "commitment to take filling measures for thin immediate return"
9. Regulations on return to shareholders in the next three years (20222024)
Proposal of the plan
10. Proposal to the general meeting of shareholders for approval of BAIC Motor Corporation Limited
Proposal on exemption from holding more shares of the company by tender offer
11. About requesting the general meeting of shareholders of the company to authorize the board of directors to handle this non-public meeting
Proposal on issues related to the issuance of a shares
12 about signing financial service agreement with BAIC Finance Co., Ltd
Proposal on related party transactions
Signature (seal) of the trustor: signature of the trustee:
The ID number of the client: the ID number of the trustee:
