Materials for the first extraordinary general meeting of shareholders in 2022
Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Opening of the conference
2、 Announcement of shareholders attending the meeting
3、 Lawyer confirms the legitimacy of shareholder qualification
4、 Deliberation and voting methods
5、 Election of scrutineers and tellers
6、 Deliberating the proposal on pledging the equity of subsidiaries and signing the loan agreement
7、 Deliberated the proposal on signing the termination agreement of the investment agreement of Ningxia Hengli new biological materials Co., Ltd., the equity transfer Contract and related party transactions
8、 Shareholders’ questions and speeches
9、 Shareholders present at the on-site meeting shall vote
10、 Upload the on-site voting data to Shanghai Stock Exchange Information Network Co., Ltd
11、 Adjourn the meeting and wait for the combined statistical data of online voting and on-site voting provided by SSE Information Network Co., Ltd
12、 After receiving the consolidated voting statistics of SSE Information Network Co., Ltd., the scrutineer read out the on-site and online voting results
13、 Announce the resolution of the general meeting of shareholders
14、 The lawyer read out a legal opinion
15、 Closing of the conference
January 17, 2002
Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165)
Voting method of the first extraordinary general meeting of shareholders in 2022
In accordance with the company law, the articles of association and the rules of procedure of the general meeting of shareholders, the following voting methods were adopted at the meeting:
1、 The meeting adopted a combination of on-site voting and online voting. When shareholders or their proxies vote on a proposal, they shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one vote. Shareholders can only choose one of on-site voting or online voting. If the same share is voted repeatedly through on-site and online voting, the first voting result shall prevail. 2、 If on-site voting is adopted, the name of the shareholder, the number of shares held by the shareholder and the name of the agent shall be indicated when voting. Each vote must be signed by the voter (name of shareholder or agent), and the number of shares in favor, abstaining and opposing must be written down.
3、 If online voting is adopted, the shareholders of the company can exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, either log in to the voting platform of the trading system 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 Internet voting platform website for specific operations.
4、 SSE Information Network Co., Ltd. shall calculate the combined statistical data of online voting and on-site voting for the company after the online voting.
5、 The proposals considered at this meeting shall be adopted by more than half of the voting rights held by the shareholders or shareholders’ agents attending the general meeting of shareholders.
January 17, 2002
Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165)
Voting votes of the first extraordinary general meeting of shareholders in 2022
Name of shareholder (name):
Business license number (ID number):
Number of representative shares:
agent:
ID card No.
No. the motion is approved, opposed and abstained
1. Pledge the equity of subsidiaries and sign the loan agreement
Motion
On signing the termination agreement of the investment agreement of Ningxia Hengli new biological materials Co., Ltd. Company 2 and the equity transfer agreement
Proposal on the contract and related party transactions
January 17, 2002
Proposal 1:
Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165)
The first extraordinary general meeting of shareholders in 2022
Proposal on pledging the equity of subsidiaries and signing the loan agreement
1、 Overview
The proposal on pledging the equity of subsidiaries and signing the loan agreement was deliberated and adopted at the 20th meeting of the eighth board of directors of Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165) (hereinafter referred to as the company). The company pledged 49% equity of Ningxia Hengli new biological materials Co., Ltd. (hereinafter referred to as Hengli new materials), The total loan from Guangdong Hongjun Investment Co., Ltd. (hereinafter referred to as Guangdong Hongjun) is RMB 500 million, the loan term is 3 years, and the annual interest rate is 6%. The loan is used to repurchase 49% equity of Hengli new material held by Deyun New Material Technology Co., Ltd. (hereinafter referred to as Deyun new material) and the corresponding interest. 2、 Basic information of trading partners
(I) Company Name: Guangdong Hongjun Investment Co., Ltd
(II) legal representative: Sun Lanying
(III) registered capital: 108 million yuan
(IV) registered address: room b2006, Yinlong Plaza, No. 35, Leshan East Road, Zhanjiang Development Zone
(V) business scope: Municipal Engineering and supporting project investment, energy project investment, marine engineering project investment, transportation project investment and landscaping project investment; Sales: metal materials, non-metallic materials, coal, calcium carbonate powder, calcite, wood chips, logs. (all the above business projects except hazardous chemicals) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
(VI) there is no association or concerted action between Guangdong Hongjun and the company, and there is no other relationship in terms of property rights, business, assets, creditor’s rights, debts, personnel, etc.
3、 Basic information of pledge object
(I) Company Name: Ningxia Hengli new biological materials Co., Ltd
(II) legal representative: Chen Rui
(III) registered capital: 100 million yuan
(IV) registered address: Northwest of the intersection of Zhongyang Avenue and Hengli Avenue, Hebin street, Huinong District, Shizuishan City
(V) business scope: R & D, manufacturing and sales of fine chemical products produced by biological methods such as long-chain dicarboxylic acid and its derivative chemical products, bio organic fertilizer and sodium sulfate (the manufacturing and sales of the above projects do not include dangerous goods) (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
(VI) equity structure as of the disclosure date of this announcement
No. name of shareholder subscribed capital contribution (10000 yuan) subscribed capital contribution proportion
1 Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165) 31,000 31%
2 Deyun New Material Technology Co., Ltd. 49000 49%
3 Ningxia industry guidance fund management center (Co., Ltd.) 10000 10%
4 Shizuishan zhengxingcheng new material technology partnership (limited partnership) 10000 10%
Total 100000 100%
4、 Main contents of the loan agreement
Party A (borrower): Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165)
Party B (lender): Guangdong Hongjun Investment Co., Ltd
Whereas:
1. Party A is a joint stock limited company established according to law, and now plans to borrow funds from Party B to repay the investment and corresponding interest of Deyun New Materials Technology Co., Ltd. (hereinafter referred to as “Deyun company”) in Ningxia Hengli new biological materials Co., Ltd. (hereinafter referred to as “Hengli NEW materials”).
2. Party B is a limited liability company established according to law, and Party B is willing to provide loans to Party A.
Both parties reach an agreement on the loan and sign this agreement.
Article 1 loan amount
1.1 Party B voluntarily provides Party A with a loan of RMB 500 million (in words: RMB 500 million only). 1.2 Party B shall ensure that the above sources of funds provided to Party A are legal and compliant, and can be used for lending to Party A
Square.
Article 2 purpose of loan
2.1 the loan provided by Party B to Party A will be mainly used to repay Deyun’s investment in Hengli new materials
And corresponding interest.
2.2 the bank account designated by Party A to collect the loan is as follows, and Party A changes the designated account letter
In case of interest, Party A shall promptly notify Party B in writing:
Account Name: Ningxia Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165) International Trade Co., Ltd
Bank of deposit: ICBC Ningxia Branch Business Department
Account No.: 2902028009200209544
Article 3 loan term and interest rate
3.1 loan term
3.1.1 the starting date of the loan under this agreement is the actual issuance date of the loan. Party B agrees to issue the loan according to the date designated by Party A, and the loan term is 3 years. Upon the expiration of the loan term, Party A shall pay the principal and interest of the loan under this agreement to Party B in a lump sum.
3.1.2 Party B agrees that Party A may repay in advance before the expiration of the above loan period, but shall notify Party B at least 10 working days in advance.
3.2 interest
3.2.1 the annual interest rate of the loan under this agreement is 6%, excluding compound interest.
3.2.2 the loan interest under this agreement is accrued daily and accumulated according to the actual loan term. The calculation formula of loan interest is as follows: total interest = loan principal × Annual interest rate 6% / 365 × Actual borrowing days n (n is the number of days from the actual issuance date (including the date) to the actual repayment date (excluding the date))
3.2.3 the interest of the loan under this Agreement shall be paid every 6 months from the value date. The current interest shall be paid by Party A to Party B or a third party designated by Party B in writing within 10 working days after the expiration of 6 months of the current period. Article 4 equity pledge
4.1 Party A agrees to provide equity pledge guarantee to Party B for the loan under this agreement after reporting to the competent authority of Party A for approval. The pledge is 49% equity of Hengli Xincai held by Party A, the pledgee is Party B or a third-party financial institution designated by Party B that has no relationship with Party a, and the guaranteed is Party B or a third party designated by Party B that has no relationship with Party A, The total amount of creditor’s rights guaranteed by equity pledge shall not exceed RMB 500 million (in words: RMB 500 million), and the term of equity pledge guarantee shall be 6 months after the expiration of the loan term under this agreement. The specific guarantee terms shall be specified in a separate agreement signed by both parties to this agreement or Party A and the pledgee in accordance with the principles determined in this article.
4.2 within 20 working days from the date when Party A repays all the principal and interest of the loan to Party B or the third party designated by Party B according to the agreement, Party B and / or the third party designated by Party B shall handle the cancellation procedures of equity pledge guarantee under the agreement for Party A.
4.3 if Party A provides guarantee to the third-party financial institution designated by Party B according to Clause 4.1 of this agreement, Party A and Party B confirm that the principal and interest repaid by Party A to Party B will be paid to the special bank repayment account jointly opened and supervised by Party A and Party B (hereinafter referred to as “joint management account”), It is specially used to handle the performance and guarantee cancellation procedures of the main debt guaranteed by the equity pledge under this agreement. Party B shall cooperate with Party A to open a co managed account according to Party A’s requirements, and shall not commit any acts detrimental to the safety of the co managed account funds, such as misappropriating the co managed account funds or pledging the account funds.
Article 5 suspension and termination of loan principal and interest repayment obligations
5.1 Party B agrees that if Party A uses the loan under this agreement to pay relevant funds to Deyun company in accordance with the termination agreement of the investment agreement of Ningxia Hengli new biological materials Co., Ltd. (hereinafter referred to as the “termination agreement”), If Deyun company fails to perform the obligation of equity reversal in accordance with the termination agreement and the appendix equity transfer (reversal) agreement, Party A shall timely notify Party B of the breach of Deyun company in writing, and has the right to suspend the payment of loan principal and interest to Party B or the third party designated by Party B from the date when Deyun company should perform but fails to perform its obligations under the termination agreement.
5.2 after the breach of contract by Deyun company, Party A has the right to require Deyun company to continue to perform the obligation of equity reversal as agreed in the termination agreement and the appendix equity transfer (reversal) agreement within 30 working days (reminder period). Party A and Party B confirm that if Deyun company fails to perform the obligation of equity reversal after Party A’s reminder, Since the expiration of the reminder period, Party A will no longer bear the obligation of principal and interest repayment under this agreement, Party B shall recover the relevant funds from Deyun company, and Party B shall, within 5 working days from the expiration of the reminder period, urge the third-party organization to remove the pledge guarantee for Party a’s equity and terminate the pledge contract or other similar documents.
Article 6 performance guarantee and liability for breach of contract
6.1 in order to ensure the performance in accordance with the agreement, Party B shall pay RMB 10 million (in words: RMB 10 million only) as the performance security to the account designated by Party A on the signing date of this agreement. If Party B fails to perform its obligations in accordance with this Agreement and other relevant agreements, Party A has the right to deduct all or part of the performance security.
6.2 if Party A fails to repay the principal and interest within the loan period agreed in this agreement, Party A shall pay liquidated damages to Party B, and the interest shall be calculated at 0.05% of the principal of the arrears for each overdue day.
5、 Impact on the company
The loan is used to repurchase 49% equity and corresponding interest of Hengli new material held by Deyun new material, which will not have a significant adverse impact on the normal production, operation and financial status of the company. The company strictly implements the provisions of relevant laws, regulations and the articles of association, does not affect the independence and normal operation of the listed company, is conducive to the development of the company, conforms to the company’s development strategy, and does not damage the interests of the company and all shareholders.
6、 Other matters
The board of directors of the company requests the general meeting of shareholders to authorize Ms. Huang Haisu as the authorized representative to sign the loan agreement and authorize the management to handle and
