Securities code: Fuda Alloy Material Co.Ltd(603045) securities abbreviation: Fuda Alloy Material Co.Ltd(603045) Announcement No.: 2022021
Fuda Alloy Material Co.Ltd(603045)
Notice on convening the first 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: May 5, 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
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first 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: 14:30, May 5, 2022
Venue: Fuda Alloy Material Co.Ltd(603045) conference room (V), No. 308, Binhai fifth road, Wenzhou Economic and Technological Development Zone. Online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from May 5, 2022
To May 5, 2022
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） No matter involving the public solicitation of shareholders’ voting rights. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
On the replacement of major assets of the company and the purchase of capital by issuing shares √
1.00 discussion on the specific scheme of producing and raising supporting funds and related party transactions
Case
1.01 overall plan √
1.02 major asset replacement – trading parties √
1.03 major asset replacement – transaction object √
1.04 major asset replacement – pricing principle √
1.05 major asset replacement – asset delivery √
1.06 major asset replacement – transfer of liabilities √
1.07 major asset replacement – personnel receiving and resettlement √
1.08 major asset replacement – period profit and loss √
1.09 purchase of assets by issuing shares – type and par value of issued shares √
1.10 issuing shares to purchase assets – issuing method √
1.11 issuing shares to purchase assets – issuing object and subscription method √
1.12 purchase of assets by issuing shares – pricing base date and issue price √
1.13 issue shares to purchase assets – issue quantity √
1.14 issuing shares to purchase assets – lock up period arrangement √
1.15 issuing shares to purchase assets – period profit and loss √
1.16 issuing shares to purchase assets – profit forecast compensation √
1.17 matching raised funds – type, par value and listing of issued shares √
place
1.18 supporting raised funds – issuance method √
1.19 supporting raised funds – issuing object √
1.20 matching raised funds – pricing benchmark date √
1.21 matching raised funds – issue price √
1.22 supporting funds raised – number of issues and total amount of supporting funds raised √
1.23 matching raised funds – lock up period arrangement √
1.24 supporting funds raised – purpose of supporting funds raised √
1.25 share transfer √
1.26 listing arrangement of issued shares √
1.27 accumulated undistributed profit √
1.28 validity period of resolution √
On Fuda Alloy Material Co.Ltd(603045) major assets √
2. Replacement and issuance of shares to purchase assets and raise supporting funds
Related party transaction report (Draft) proposal on its summary
3 √ on the reorganization and listing of the company in this transaction
Proposal on joint stock transaction
4.00 negotiation on signing agreements related to this major asset restructuring √
Case
4.01 sign the profit forecast compensation agreement with conditional effect √
4.02 sign the “major asset replacement and issuance of shares” with conditional effect √
Supplementary agreement to asset purchase agreement
4.03 sign the agreement on issuing shares to purchase assets with conditional effect and supplement √
Charging agreement
On the compliance of this transaction with major asset restructuring of listed companies √
Article 11 of the administrative measures and
Provisions on Several Issues concerning the reorganization of large assets discussion on the provisions of Article 4
Case
On the compliance of this transaction with Management of major asset restructuring of the company √
6 measures Article 13 and initial public offering and listing
Management measures prescribed proposal
On the compliance of this transaction with Management of major asset restructuring of the company √
7 measures Article 43 and administration of securities issuance of listed companies
Measures proposal on relevant provisions
8 discussion on compliance of this transaction with relevant laws and regulations √
Case
9 √ on prevention of diluting the immediate return and increasing the unrealized return of this transaction
Proposal on measures taken to repay ability
10 √ on ensuring that the company’s measures for filling returns can be effectively implemented
Proposal of commitment
11 audit report on approval of this transaction and audit for reference √
Proposal on report and evaluation report
Agreement on the independence of the appraisal institution and the premise of the appraisal assumptions √
12 rationality, correlation between evaluation method and evaluation purpose, and evaluation
Proposal on the fairness of pricing
√ submitted to the general meeting of shareholders of Hangzhou Jinjiang Group Co., Ltd. for approval
13. The company and its persons acting in concert shall be exempted from increasing profits by tender offer
Proposal on holding company shares
14. About requesting the general meeting of shareholders of the company to authorize the board of directors to handle this √
Proposal on matters related to this transaction
15 Fuda Alloy Material Co.Ltd(603045) next three years √
(20222024) proposal on shareholder return planning
1. The time and media for the disclosure of each proposal have been deliberated and adopted at the 36th meeting of the sixth board of directors held on March 31, 2022. For details, see the company’s disclosure on the website of Shanghai Stock Exchange on April 1, 2022 (www.sse. Com. CN.) And relevant announcements published by the company’s designated information disclosure media. 2. Special resolution proposal: 1-153. Proposal for separate vote counting for small and medium-sized investors: 1-154. Proposal involving related shareholders’ avoidance of voting: 1.01-1.16, 1.25-1.28, 2, 3, 4.01-4.03, 5-14. Names of related shareholders who should avoid voting: Wang Dawu, Wang Zhongnan, Chen Songyang, Chen Chen and Lu Xiaohe. 5. Proposal involving preferred shareholders’ participation in voting: none Precautions for voting at 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 they have multiple shareholder accounts, they 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 number of election votes cast by a shareholder exceeds the number of election votes it has, or if the number of votes cast in the differential election exceeds the number of votes to be elected, its election votes for the proposal shall be deemed invalid.
（4） 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.
（5） Shareholders can submit all proposals only after voting.
（6） The voting method of electing directors, independent directors and supervisors by cumulative voting system is shown in Annex 2
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 Fuda Alloy Material Co.Ltd(603045) Fuda Alloy Material Co.Ltd(603045) 2022 / 4 / 25
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel
5、 Meeting registration method 1 Registration time
9:30-11:30 am, 13:00-15:00 PM, May 5, 2022
2. Registration place: No. 308, Binhai fifth road, Wenzhou Economic and Technological Development Zone, Zhejiang Province Registration method: (1) legal person shareholder: if the legal representative of the legal person shareholder attends the meeting, he / she shall hold the business license, the stock account card of the legal person shareholder, his / her ID card and valid certificate that can prove that he / she has the qualification of legal person representative; If an agent is entrusted to attend the meeting, the agent shall hold the business license, the stock account card of the legal person shareholder, his own ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law (see the annex for details). (2) Individual shareholders: if individual shareholders attend the meeting in person, they shall hold their own ID card or other valid certificates and stock account card that can indicate their identity; If a proxy is entrusted to attend the meeting, the proxy shall also hold the valid ID card of the proxy and the power of attorney of the shareholder (see the annex for details). (3) Shareholders who choose to vote online can directly participate in the voting of the general meeting of shareholders through the system of Shanghai Stock Exchange or the Internet voting platform. (4) Non local shareholders can
