Securities code: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) securities abbreviation: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) Announcement No.: 2022056
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Notice and announcement of 2021 annual general meeting of shareholders
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.
According to the resolution of the 23rd Meeting of the third board of directors of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as “the company”), the company will hold the 2021 annual general meeting of shareholders in the company’s conference room at 14:30 p.m. on Monday, May 9, 2022. The meeting will be held by combining online voting and on-site voting. The relevant matters of convening the meeting are notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders.
2. Convener of the general meeting of shareholders: the board of directors of the company.
3. Legality and compliance of the meeting: the meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:30 PM, Monday, May 9, 2022.
(2) Online voting time:
The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 9, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 9, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex 1 for details).
(2) Online voting: the company will vote through the Shenzhen stock exchange system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide online voting platform for all shareholders, and shareholders can exercise their voting rights through the above system during online voting time. For the same voting right, only one of on-site voting and online voting can be selected, and repeated voting is not allowed. In case of repeated voting of the same voting right, the first valid voting result shall prevail. 6. The equity registration date of the meeting: Friday, April 29, 2022.
7. Attendees:
(1) As of the closing of the afternoon of the equity registration date, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company.
According to the announcement on the resolutions of the 19th meeting of the third board of directors issued by the company on cninfo.com on January 12, 2022, the proposals 1, 2, 3, 4, 5, 7, 8, 9, 12 and 13 considered at the general meeting of shareholders are related party transactions, and the related shareholder Mr. Duan Zhiming should avoid voting and do not accept the entrustment of other shareholders.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Meeting place: No. 108, high tech Development Zone, Changsha.
2、 Matters considered at the meeting
1. Matters under consideration
Name and code of the proposal of the general meeting of shareholders
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the company meeting the conditions for issuing shares to specific objects √
2.00 proposal on the company’s stock issuance scheme to specific objects √ number of sub proposals as voting objects: (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 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 arrangement of accumulated undistributed profits of the company before this issuance √
2.10 validity period of this issuance resolution √
3.00 proposal on the company’s stock issuance plan to specific objects √
4.00 √ on the demonstration and analysis report of the company’s stock issuance scheme to specific objects
Proposal
5.00 feasibility study on the use of funds raised by the company issuing shares to specific objects √
Proposal on analysis report
6.00 proposal on the report on the use of the company’s previously raised funds √
7.00 discussion on related party transactions involved in the issuance of shares by the company to specific objects √
Case
8.00 √ on the signing of conditional entry into force between the company and specific objects
Proposal on subscription agreement for issuing shares
9.00 on diluting the immediate return of shares issued by the company to specific objects and taking √
Proposal on filling measures and commitments of relevant subjects
10.00 shareholder return plan for the next three years (20222024) √
Proposal for
11.00 proposal on the establishment of special account for raised funds by the company √
12.00 proposal for the general meeting of shareholders to authorize the board of directors and its authorized persons to do all things √
Manage the proposal on matters related to the issuance of shares to specific objects
13.00 on submitting to the general meeting of shareholders for approval of the actual controller and the person acting in concert √
Proposal on exemption from offer
14.00 proposal on the work report of the board of directors in 2021 √
15.00 proposal on the company’s 2021 annual financial statement report √
16.00 proposal on the company’s 2021 financial audit report √
17.00 proposal on the company’s 2021 annual report and its summary √
18.00 special √ on the deposit and use of the company’s raised funds in 2021
Proposal of the report
19.00 proposal on the company’s profit distribution plan for 2021 √
20.00 proposal on the company’s reappointment of audit institution in 2022 √
21.00 on the application of the company and its subsidiaries for comprehensive credit from banks in 2022 √
Proposal on quota
22.00 proposal on the company’s 2022 directors’ remuneration or allowance scheme √
23.00 proposal on the work report of the board of supervisors in 2021 √
24.00 proposal on the remuneration of supervisors of the company in 2022 √
25.00 proposal on increasing registered capital and amending the articles of association √
2. Disclosure of proposals
The above proposals have been deliberated and adopted by the company at the 19th meeting of the third board of directors, the 13th meeting of the third board of supervisors, the 23rd Meeting of the third board of directors and the 15th meeting of the third board of supervisors held on January 12, 2022 and April 9, 2022 respectively.
For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on January 12, 2022 and April 12, 2022 respectively Relevant announcements on.
3. Special tips
Proposals 1-13, 19, 21 and 25 are special resolutions, which must be passed by more than two-thirds of the effective voting rights held by the shareholders (including shareholders’ agents) attending the meeting. Among them, proposal 2 belongs to the proposal of voting item by item; The above proposal is a major issue affecting small and medium-sized investors. The company will vote on the above proposal for small and medium-sized investors and disclose the results of separate vote counting.
According to the announcement on the resolutions of the 19th meeting of the third board of directors issued by the company on cninfo.com on January 12, 2022, the proposals 1, 2, 3, 4, 5, 7, 8, 9, 12 and 13 considered at the general meeting of shareholders are related party transactions, and the related shareholder Mr. Duan Zhiming should avoid voting and do not accept the entrustment of other shareholders.
Independent directors will report on their work at this annual general meeting of shareholders. The report on the work of independent directors is published on the company’s designated information disclosure website cninfo.com.cn.
3、 Meeting registration and other matters
1. Registration method: registration shall be conducted by means of on-site, letter or fax, and telephone registration is not accepted. 2. Registration time: 09:30-11:30 a.m. and 14:00-16:30 p.m. from May 5, 2022 to May 6, 2022; Those registered by letter or fax must be delivered or faxed to the company before 16:30 on May 8, 2021.
3. Place of registration and place of delivery of power of attorney: No. 108 Huanlian Road, Changsha high tech Development Zone Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
4. Requirements for submission of documents during registration and voting:
(1) Natural person shareholders shall register with their ID card, stock account card and shareholding certificate; The agent entrusted by the natural person shareholder to attend the meeting must register with the agent’s ID card, power of attorney (see Annex 1 for details), the principal’s stock account card, shareholding certificate and ID card.
(2) If the legal representative of the legal person shareholder attends the meeting, he / she shall register with his / her ID card, business license (copy with official seal), identity certificate of the legal representative, shareholder account card and shareholding certificate; If the agent entrusted by the legal representative attends the meeting, it shall register with the business license (copy with official seal), legal representative’s identity certificate, client’s identity card (copy), agent’s identity card, power of attorney (see Annex 1 for details), shareholder’s account card and shareholding certificate.
(3) Non local shareholders can register by fax or letter at the above time (subject to arriving at the company before 16:30 on May 8, 2022), and do not accept telephone registration. Mailing address of the letter: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) securities affairs department, No. 108, Huanlian Road, Changsha high tech Development Zone (please indicate “attending the 2021 annual general meeting” on the letter) postal code: 410205 Fax: 073184115848
5. Other
(1) Meeting contact information
Meeting contact: Zhou Jiahua
Tel: 073189862900
Fax No.: 073184115848
mail box: [email protected].
(2) The meeting is expected to last half a day, and all expenses of shareholders or agents attending the meeting shall be borne by themselves
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. ）Participate in voting and specify matters related to online voting. (specific issues involved in online voting)
