Liaoning Sg Automotive Group Co.Ltd(600303) the first extraordinary general meeting of shareholders in 2022
Meeting materials
April 9, 2022
Liaoning Sg Automotive Group Co.Ltd(600303)
The first extraordinary general meeting of shareholders in 2022
Meeting materials
Liaoning Sg Automotive Group Co.Ltd(600303) the first extraordinary general meeting of shareholders in 2022 will consider the following proposals: proposal 1: proposal on terminating the purchase of assets; Proposal 2: proposal on removing non independent directors from the 10th board of directors of Gongda; Proposal 3: proposal on removing Zhang Hongliang from the post of non independent director of the 10th board of directors; Proposal 4: proposal on removing Xu Haidong from the post of non independent director of the 10th board of directors; Proposal 5: proposal on proposing to remove Yu Yongda from the post of non independent director of the 10th board of directors; Proposal 6: proposal on removing Wu Manping from the post of non independent director of the 10th board of directors; Proposal 7: proposal on removing Zhao hang from the position of independent director of the 10th board of directors; Proposal 8: proposal on the removal of Xu Zhihua as an independent director of the 10th board of directors; Proposal 9: proposal on the removal of Zhang Fangqing as an independent director of the 10th board of directors; Proposal 10: proposal on nominating Liu Quan as a candidate for non independent director of the 10th board of directors; Proposal 11: proposal on nominating Yan Ming as a candidate for non independent director of the 10th board of directors; Proposal 12: proposal on nominating Jia Muyun as a candidate for non independent director of the 10th board of directors; Proposal 13: proposal on nominating Zhou Chunjun as a candidate for non independent director of the 10th board of directors; Proposal 14: proposal on nominating Lu Dong as a candidate for non independent director of the 10th board of directors; Proposal 15: proposal on nominating Xue Hao as a candidate for non independent director of the 10th board of directors; Proposal 16: proposal on nominating Zhu Jinhuai as an independent director candidate of the 10th board of directors; Proposal 17: proposal on nominating Duan Xinxiao as an independent director candidate of the 10th board of directors; Proposal 18: proposal on nominating Zhang Zijun as an independent director candidate of the 10th board of directors; Proposal 19: proposal on removing Zhang Yucheng from the post of non employee supervisor of the 10th board of supervisors; Proposal of the 20th Guanghai board of supervisors on the dismissal of non supervisors; Proposal 21: proposal on nominating Liu Jianguo as a candidate for non employee supervisor of the 10th board of supervisors; Proposal 22: proposal on nominating Zhang Guolin as a candidate for non employee supervisor of the 10th board of supervisors. Among them: (1) proposals 2 to 6 are collectively referred to as “proposal on removing non independent directors”; Proposals 7 to 9 are collectively referred to as the “proposal on the removal of independent directors”; Proposals 10 to 15 are collectively referred to as the “proposal on the nomination of non independent directors”, which applies to the non cumulative voting system; Proposals 16 to 18 are collectively referred to as the “proposal on the nomination of independent directors”, which applies to the non cumulative voting system; Proposals 19 to 20 are collectively referred to as the “proposal on the removal of non employee supervisors”; Proposals 21 to 22 are collectively referred to as “proposals on the nomination of non employee supervisors”, and the non cumulative voting system is applicable.
(2) “Proposal on nominating non independent directors” is based on the premise that all or part of the proposals in the “proposal on removing non independent directors” have been considered and approved by the general meeting of shareholders. Among them, if all the proposals in the “proposal on the removal of non independent directors” are not passed, and the number of candidates in proposals 10 to 15 who obtain more than half of the voting rights held by shareholders attending the general meeting exceeds the number of successful removal, Candidates shall determine the number of successfully elected non independent directors according to the number of vacant seats of non independent directors on the board caused by the number of successful recall, and sort them at least according to the number of votes. The former shall be elected, and those who exceed the number of vacant seats shall not be elected.
(3) “Proposal on nominating independent directors” is based on the premise that all or part of the proposals in the “proposal on removing independent directors” have been considered and approved by the general meeting of shareholders. Among them, if all the proposals in the “proposal on the removal of independent directors” are not passed, and the number of candidates in proposals 16 to 18 who obtain more than half of the votes held by the shareholders attending the general meeting exceeds the number of successful removal, the candidates shall determine the number of successfully elected independent directors according to the number of vacant seats of independent directors on the board of directors caused by the number of successful removal, and rank them at least according to the number of votes, The former is elected, and those who exceed the number of vacant seats are not elected.
(4) The “proposal on nominating non employee supervisors” is based on the premise that all or part of the proposals in the “proposal on removing non employee supervisors” have been deliberated and approved by the general meeting of shareholders. Among them, if all the proposals in the “proposal on the removal of non employee supervisors” are not passed, and the number of candidates in proposals 21 to 22 who obtain more than half of the voting rights held by shareholders attending the general meeting exceeds the number of successful removal, Candidates shall determine the number of successfully elected non employee supervisors according to the number of vacant seats of non employee supervisors on the board of supervisors caused by the number of successful recall, and sort them at least according to the number of votes. The former shall be elected, and those who exceed the number of vacant seats shall not be elected.
See the annex for details of the above proposals.
enclosure:
Proposal 1: proposal on terminating the purchase of assets
Shareholders and shareholder representatives:
On September 28, 2021, the company announced the proposal on related party transactions of purchasing assets, The company plans to transfer the unpowered body assets of S18 (Ruiqi M1) and s18d (Ruiqi x1) held by Tianjin Meiya New Energy Vehicle Co., Ltd. (hereinafter referred to as “Tianjin Meiya”), a wholly-owned subsidiary of Huatai Automobile Group Co., Ltd., the controlling shareholder of the company, with RMB 132.3 million (accounting for 4.47% of the company’s latest audited net assets) (hereinafter referred to as “this transaction”). The brand awareness of the underlying assets of this transaction is very low, and the two models have been discontinued for a long time. In essence, there is no market share, and the intellectual property rights enjoyed by the underlying assets have no advantage of seizing the market. The underlying assets have been eliminated by the industry, and the pricing of this transaction is completely unreasonable.
In order to protect the legitimate rights and interests of the listed company and all shareholders, we hereby request to terminate the purchase of the above assets.
The above proposals are for the deliberation of all shareholders and their representatives.
Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang April 9, 2022 Annex:
Proposal 2: proposal on removing non independent directors from the 10th board of directors of Gongda. Shareholders and shareholder representatives:
Gong Dawei, a former member of the ninth board of directors of the listed company, tried his best to promote the listed company to purchase the assets eliminated by the industry at a very high price at will under the premise of not conducting detailed and professional due diligence on the underlying assets involved in the connected transactions mentioned in “proposal 1” and carefully studying the connected transactions according to the actual situation of the listed company.
It does not comply with the provisions of the company law of the people’s Republic of China and other relevant provisions that “directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association, and bear the obligation of loyalty and diligence to the company”. Therefore, in order to protect the interests of the listed company and all shareholders, we hereby propose to remove the non independent director from the 10th board of directors of Gongda.
The above proposals are for the deliberation of all shareholders and their representatives.
Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang April 9, 2022 Annex:
Proposal 3: proposal on removing Zhang Hongliang from the post of non independent director of the 10th board of directors. Shareholders and shareholder representatives:
Zhang Hongliang, a former member of the ninth board of directors of the listed company, tried his best to promote the listed company to purchase the assets eliminated by the industry at a very high price at random under the premise of not conducting detailed and professional due diligence on the underlying assets involved in the connected transactions mentioned in “proposal 1” and carefully studying the connected transactions according to the actual situation of the listed company. It does not comply with the provisions of the company law of the people’s Republic of China and other relevant provisions that “directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association, and bear the obligation of loyalty and diligence to the company”. Therefore, in order to protect the interests of the listed company and all shareholders, we hereby propose to remove Zhang Hongliang from his post as a non independent director of the 10th board of directors.
The above proposals are for the deliberation of all shareholders and their representatives.
Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang April 9, 2022 Annex:
Proposal 4: proposal on removing Xu Haidong from the post of non independent director of the 10th board of directors. Shareholders and shareholder representatives:
Xu Haidong, a former member of the ninth board of directors of the listed company, tried his best to promote the listed company to purchase the assets eliminated by the industry at a very high price at will with unreasonable trading time without conducting detailed and professional due diligence on the underlying assets involved in the connected transactions mentioned in “proposal 1” and carefully studying the connected transactions according to the actual situation of the listed company. It does not comply with the provisions of the company law of the people’s Republic of China and other relevant provisions that “directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association, and bear the obligation of loyalty and diligence to the company”. Therefore, in order to protect the interests of the listed company and all shareholders, we hereby propose to remove Xu Haidong from his post as a non independent director of the 10th board of directors.
The above proposals are for the deliberation of all shareholders and their representatives.
Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang April 9, 2022 Annex:
Proposal 5: proposal on the removal of non independent directors from the 10th board of directors of Yongda. Shareholders and shareholder representatives:
Yu Yongda, a former member of the ninth board of directors of the listed company, tried his best to promote the listed company to purchase the assets eliminated by the industry at a very high price at will with unreasonable trading time without conducting detailed and professional due diligence on the underlying assets involved in the connected transactions mentioned in “proposal 1” and carefully studying the connected transactions according to the actual situation of the listed company. It does not comply with the provisions of the company law of the people’s Republic of China and other relevant provisions that “directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association, and bear the obligation of loyalty and diligence to the company”. Therefore, in order to protect the interests of the listed company and all shareholders, we hereby request to be exempted from the post of non independent director of the 10th board of directors of Yongda.
The above proposals are for the deliberation of all shareholders and their representatives.
Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang April 9, 2022 Annex:
Proposal 6: proposal on removing Wu Manping from the post of non independent director of the 10th board of directors. Shareholders and shareholder representatives:
In order to protect the interests of the listed company and all shareholders and promote the legal and compliant operation of the listed company and its board of directors in accordance with the law. It is hereby proposed to remove Wu Manping from his post as a non independent director of the 10th board of directors in accordance with the law.
The above proposals are for the deliberation of all shareholders and their representatives.
Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang April 9, 2022 Annex:
Proposal 7: proposal on removing Zhao hang from the position of independent director of the 10th board of directors. Shareholders and shareholder representatives:
Zhao hang, a former member of the ninth board of directors of the listed company, tried his best to promote the listed company to purchase the assets eliminated by the industry at a very high price at will under the premise of not conducting detailed and professional due diligence on the underlying assets involved in the connected transactions mentioned in “proposal 1” and carefully studying the connected transactions according to the actual situation of the listed company. It does not comply with the provisions of the company law of the people’s Republic of China and other relevant provisions that “directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association, and bear the obligation of loyalty and diligence to the company”. Therefore, in order to protect the interests of the listed company and all shareholders, we hereby propose to remove Zhao hang from his post as an independent director of the 10th board of directors.
The above proposals are for the deliberation of all shareholders and their representatives.
Shenzhen Zhongneng green Qihang No.1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei
