Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022058 Yunnan Energy Investment Co.Ltd(002053)
Notice on convening the second extraordinary general meeting of shareholders in 2022
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 major omissions.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: Yunnan Energy Investment Co.Ltd(002053) (hereinafter referred to as “the company”) the second extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the board of directors of the company.
On April 8, 2022, the third extraordinary meeting of the board of directors of the company in 2022 passed the proposal on convening the second extraordinary general meeting of shareholders of the company in 2022 by 8 votes in favor, 0 votes against and 0 abstentions, and decided to convene the second extraordinary general meeting of shareholders of the company in 2022 by combining on-site voting and online voting on April 25, 2022.
3. Legality and compliance of the meeting:
The convening of this general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
The on-site meeting will start at 2:00 p.m. on April 25, 2022.
Online voting time: April 25, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: trading time on April 25, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The time for voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. on April 25, 2022, and the end time is 3:00 p.m. on April 25, 2022.
5. Convening method of the meeting:
This general meeting of shareholders is held by combining on-site voting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: April 19, 2022.
7. Attendees:
(1) Ordinary shareholders holding shares of the company on the equity registration date or their authorized agents;
At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company. See Annex 2 for the format of power of attorney.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Site meeting place: conference room on the fourth floor of the company, No. 276 Chuncheng Road, Kunming.
2、 Matters considered at the meeting
The proposal code of this shareholders’ meeting is as follows:
Table 1: proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the column checked
Can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
proposal
1.00 discussion on the company meeting the conditions for non-public offering of shares √
Case
2.00 on Yunnan Energy Investment Co.Ltd(002053) non public √ as voting object
Number of sub proposals of the proposal for stock issuance: (10)
2.01 type and par value of issued shares √
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 stock restricted period √
2.07 place of listing √
Amount and purpose of raised funds √
2.09 arrangement of accumulated undistributed profits √
2.10 validity period of issuance resolution √
3.00 on Yunnan Energy Investment Co.Ltd(002053) non disclosure √
Proposal on the plan for issuing A-Shares (Revised Version)
4.00 Yunnan Energy Investment Co.Ltd(002053) non public offering √
Proposal on feasibility analysis report on the use of raised funds
5.00 on related party transactions involved in this non-public offering of shares √
Proposal for
On Yunnan Energy Investment Co.Ltd(002053) and Yunnan
6.00 Provincial Energy Investment Group Co., Ltd., Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. √
The responsible company signs the share subscription agreement with conditional effect
Proposal of the meeting
About Yunnan Energy Investment Co.Ltd(002053) future three
7.00 (20222024) shareholder dividend return plan √
Proposal for
8.00 on diluted immediate return and adoption of √ for non-public offering of shares
Proposal on filling measures (Revised Version)
About the controlling shareholders, directors and senior managers of the company
9.00 diluted immediate return of non-public offering of shares and filling measures √
Proposal on commitment of measures
About Yunnan Energy Investment Co.Ltd(002053) previous offering
10.00 report on the use of pooled funds (issuing shares to purchase assets) √
(Revised Version)
11.00 proposal for the general meeting of shareholders to authorize the board of directors to handle √
Proposal on matters related to this non-public offering of shares
12.00 revision of the management measures for the use of the company’s raised funds √
Proposal for
13.00 commitment on change of controlling shareholder to avoid horizontal competition √
Proposal for
14.00 on the signing of √ on behalf of the company with the controlling shareholder and its subsidiaries
Proposal on cultivating framework agreement and related party transactions
On the relationship between the company and Yunnan Energy Investment Co.Ltd(002053) new energy investment and development
15.00 √ for the limited company to sign the agent cultivation agreement and related party transactions
Proposal
16.00 on the election of non independent directors of the seventh board of directors of the company √
Proposal for
The above proposals 1, 2, 4, 5, 6, 7, 9, 11 and 12 have been deliberated and adopted at the second extraordinary meeting of the board of directors of the company in 2022. For details, please refer to the company’s report on securities times, China Securities News and cninfo (www.cn. Info. Com. CN) on March 2, 2022 Announcement on the resolution of the second extraordinary meeting of the board of directors in 2022 (Announcement No.: 2022019), feasibility analysis report on the use of funds raised by Yunnan Energy Investment Co.Ltd(002053) non-public development banks, announcement on related party transactions involving non-public development banks’ shares (Announcement No.: 2022020) Announcement of Yunnan Energy Investment Co.Ltd(002053) on signing the conditional effective share subscription agreement with Yunnan Energy Investment Group Co., Ltd. Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. (Announcement No. 2022021), shareholder dividend return plan for Yunnan Energy Investment Co.Ltd(002053) next three years (20222024), management measures for the use of raised funds of the company and other relevant announcements.
For details, please refer to the company’s announcement on securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 9, 2022 The announcement on the resolution of the third extraordinary meeting of the board of directors in 2022 (Announcement No.: 2022050), the plan for Yunnan Energy Investment Co.Ltd(002053) non-public development of A-Shares (Revised Version), the announcement on the diluted immediate return of non-public issuance of a shares, filling measures and commitments of relevant subjects (Revised Version) (Announcement No.: 2022057) Report on the use of Yunnan Energy Investment Co.Ltd(002053) previously raised funds (issuing shares to purchase assets) (Revised Version), announcement on the intention of the controlling shareholder to change the commitment to avoid horizontal competition (Announcement No.: 2022053), announcement on signing the agency cultivation framework agreement and related party transactions with the controlling shareholder and its subsidiaries (Announcement No.: 2022054) Announcement on signing the agency cultivation agreement and related party transactions with Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. (Announcement No.: 2022055), announcement on nominating candidates for non independent directors of the seventh board of directors and appointing the company’s chief financial officer (Announcement No.: 2022051), and other relevant announcements.
Proposal 2 needs to be voted on item by item.
Proposals 1 to 11 belong to non-public offering of shares, which shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Proposals 1 to 6 and 11 belong to related party transactions. The related shareholder Yunnan Energy Investment Group Co., Ltd. and its concerted actors Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. and the related shareholder Yunnan Yuntianhua Co.Ltd(600096) Group Co., Ltd. need to avoid voting.
Proposals 13 to 15 belong to related party transactions, and the related shareholder Yunnan Energy Investment Group Co., Ltd. and its person acting in concert Yunnan Energy Investment Co.Ltd(002053) new energy investment and Development Co., Ltd. need to avoid voting.
All the above proposals will be counted separately for the votes of small and medium-sized investors, and the company will publicly disclose the results of the separate counting.
(Note: small and medium-sized investors refer to shareholders other than the following shareholders: 1. Directors, supervisors and senior managers of the listed company; 2. Shareholders who individually or jointly hold more than 5% of the shares of the listed company.)
3、 Meeting registration and other matters
1. Registration method
(1) Qualified individual shareholders shall hold the shareholder account card and ID card, and the authorized agent shall also go through the registration formalities with the power of attorney, his own ID card and the principal’s shareholder account card.
(2) The legal representative of the qualified legal person shareholder shall go through the registration formalities with his / her ID card, certificate of legal representative, account card of legal person shareholder and copy of business license, or the authorized agent shall go through the registration formalities with his / her ID card, power of attorney of legal person representative, certificate of legal person representative, account card of legal person shareholder and copy of business license.
(3) Non local shareholders can register by letter or fax (mailing address: No. 276, Chuncheng Road, Guandu District, Kunming, Yunnan Province; zip code: 650200; fax number: 087163126346, please indicate the words “general meeting of shareholders” on the letter).
2. Registration time: April 21, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.).
3. Registration place: strategic investment and Securities Affairs Department of the company.
4. Meeting contact information
Contact: Liu Yihan, strategic investment and Securities Affairs Department of the company
Address: No. 276, Chuncheng Road, Guandu District, Kunming, Yunnan
Tel: 087163151962; sixty-three million one hundred and twenty-six thousand three hundred and forty-six
Fax: 087163126346
mail box: [email protected].
5. The meeting lasts for half a day, and the attending shareholders shall bear their own expenses.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）Please refer to Annex 1 for details of contents and formats that need to be explained when participating in online voting.
