Securities code: Liaoning Sg Automotive Group Co.Ltd(600303) securities abbreviation: Liaoning Sg Automotive Group Co.Ltd(600303) Announcement No.: pro 2022023 Liaoning Sg Automotive Group Co.Ltd(600303) shareholders: Shenzhen Zhongneng green Qihang No. 1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang
Notice on convening the first extraordinary general meeting of shareholders in 2022
Shenzhen Zhongneng green Qihang No. 1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang 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 integrity 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、 Convener and procedures performed 1. Convener
Shareholders: Shenzhen Zhongneng green Qihang No. 1 investment enterprise (limited partnership) (hereinafter referred to as "Shenzhen Zhongneng"), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang
Before the convener sent the notice on self convening shareholders' meeting to the board of directors by email on March 29, 2022, the total proportion of shares held by the convener in the listed company has exceeded 90 consecutive days
Shareholder's name / number of shares held for 90 consecutive days (up to the proportion in the total share capital of the listed company (%)
(less)
Shenzhen Zhongneng 486409157.20
Yu Jing 265000003.92
Jia Muyun 98648011.46
Jiang Pengfei 96511981.43
Li yongdai 10586000 0.16
Zhou Fei 60 China Baoan Group Co.Ltd(000009)
Liu Hongfang 6257140.09
Total 9694122814.35
Note: among them, Shenzhen Zhongneng and Jiang Pengfei have entrusted Jia Muyun with the voting rights corresponding to all the shares of the listed company they hold.
The convener has held more than 10% of the total share capital of the company for 90 consecutive days, which meets the requirements of the company law of the people's Republic of China and the rules for the general meeting of shareholders of listed companies on the qualification of shareholders to convene and preside over the general meeting of shareholders by themselves, and promises that the shareholding ratio will not be less than 10% before the announcement of the resolution of the extraordinary general meeting of shareholders.
Except that Shenzhen Zhongneng and Jiang Pengfei have signed the voting right entrustment agreement with Jia Muyun to form a concerted action relationship, there is no concerted action relationship between other conveners. Each convener guarantees that the disclosure of the relationship of concerted action is true, accurate and complete, and there is no violation of the relevant provisions of Shanghai Stock Exchange on changes in equity; There is no undisclosed relationship of concerted action and holding on behalf between conveners and other shareholders. 2. Convening procedures for performance
(1) The convener submitted a letter to the board of directors on January 27, 2022 requesting the convening of the general meeting of shareholders, and stated the proposal to be considered in the letter. The board of directors did not reply to the written feedback of "agree" or "disagree" of the convener before February 6, 2022. Therefore, according to the company law and the rules of procedure for the general meeting of shareholders of listed companies, it should be deemed that the board of directors "did not give feedback".
(2) The convener submitted a letter to the board of supervisors on February 9, 2022 requesting the convening of the general meeting of shareholders, and stated the proposal to be considered in the letter (which is completely consistent with the proposal submitted to the board of directors to convene the general meeting of shareholders). If the board of supervisors fails to issue the notice of the general meeting of shareholders within the limited period, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders.
(3) The convener informed the board of directors in writing on March 29, 2022 that it would convene the first extraordinary general meeting of shareholders in 2022 by itself. The board of directors did not disclose the relevant announcement within 2 trading days and did not reply in writing.
(4) The convener notified the board of directors in writing on April 1, 2022, which will be held on May 5, 2022
The first extraordinary general meeting of shareholders in 2022 was held at 14:30, and relevant documents have been submitted to Shanghai Stock Exchange. 2、 Basic information of the meeting (I) type and session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022 (II) voting method: the voting method adopted in this general meeting of shareholders is a combination of on-site voting and online voting. （3） Date, time and place of site meeting
Date and time: 14:30, May 5, 2022
Venue: online voting system, starting and ending date and voting time on the third floor (fourth floor) of Beijing Renaissance Hotel, No. 61, Middle East Third Ring Road, Chaoyang District, Beijing (near Shuangjing bridge).
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. （5） 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. （6） The voting method involves soliciting voting rights
This extraordinary general meeting involves the public solicitation of shareholders' voting rights. Please pay attention to the follow-up on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosure announcement.
3、 Matters considered at the meeting
Types of shareholders deliberating proposals and voting at this shareholders' meeting
Voting shareholder type serial number proposal name
A-share shareholders
Non cumulative voting motion
1. Proposal on terminating the purchase of assets √
2 proposal on removing non independent directors from the 10th board of directors of Gongda √
3. Proposal on removing Zhang Hongliang from the post of non independent director of the 10th board of directors √
4 proposal on removing Xu Haidong from the post of non independent director of the 10th board of directors √
5 proposal on removing Yu Yongda from the post of non independent director of the 10th board of directors √
6 proposal on removing Wu Manping from the post of non independent director of the 10th board of directors √
7 proposal on removing Zhao hang from the position of independent director of the 10th board of directors √
8 proposal on dismissing Xu Zhihua as an independent director of the 10th board of directors √
9. Proposal on removing Zhang Fangqing from the position of independent director of the 10th board of directors √
10 proposal on electing Liu Quan as a non independent director of the 10th board of directors √
11 proposal on electing Yan Ming as a non independent director of the 10th board of directors √
12 proposal on electing Jia Muyun as a non independent director of the 10th board of directors √
13 proposal on electing Zhou Chunjun as a non independent director of the 10th board of directors √
14 proposal on electing Lu Dong as a non independent director of the 10th board of directors √
15 proposal on electing Xue Hao as a non independent director of the 10th board of directors √
16 proposal on electing Zhu Jinhuai as an independent director of the 10th board of directors √
17 proposal on electing Duan Xinxiao as an independent director of the 10th board of directors √
18 proposal on electing Zhang Zijun as an independent director of the 10th board of directors √
Proposal on the dismissal of Zhang Yucheng, the 10th board of supervisors
20 proposal on removing Gao Guanghai from the post of non employee supervisor of the 10th board of supervisors √
21 proposal on electing Liu Jianguo as a non employee supervisor of the 10th board of supervisors √
22 proposal on electing Zhang Guolin as a non employee supervisor of the 10th board of supervisors √
1. Time and media of disclosure of each proposal
As of the issuance of this notice, the above proposal has not been disclosed, and the convener will disclose relevant information on the website of Shanghai Stock Exchange. 2. The convener has verified the information of the above candidates, and the above candidates are not allowed to be nominated as directors and supervisors, and meet the job requirements of laws and regulations, self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, other provisions of Shanghai Stock Exchange and the articles of association.
3. Special resolution: none. 4. Proposal on separate vote counting for small and medium-sized investors: all proposals. 5. Proposals involving related shareholders' avoidance of voting: proposal 1;
Name of related shareholders who should avoid voting: Huatai Automobile Group Co., Ltd. 6. Proposals involving the voting of preferred shareholders: none. 4、 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.
5、 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-share Liaoning Sg Automotive Group Co.Ltd(600303) Liaoning Sg Automotive Group Co.Ltd(600303) 2022 / 4 / 22
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company or the convener. （4） Other personnel. 6、 Meeting registration method
1. Registration procedures: individual shareholders attending the on-site meeting shall register with their own ID card and shareholder account card; suffer
