Securities code: Enn Natural Gas Co.Ltd(600803) securities abbreviation: Enn Natural Gas Co.Ltd(600803) Announcement No.: pro 2022028
Enn Natural Gas Co.Ltd(600803)
Notice on convening the second extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company 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 completeness of its contents. Important content tips: convening date of the general meeting of shareholders: online voting system adopted by the general meeting of shareholders on May 5, 2022: online voting system of the general meeting of shareholders of Shanghai Stock Exchange I. Basic information of the meeting (I) type and session of the general meeting of shareholders
2022 second extraordinary general meeting of shareholders (II) convener of general meeting of shareholders: Board of directors (III) voting method: the voting method adopted in this general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of on-site meeting
Date and time: 10:00 on May 5, 2022
Venue: online voting system, starting and ending date and voting time in company conference room (5), block B, Xinao science and Technology Park, No. 118, Huaxiang Road, development zone, Langfang City, Hebei Province.
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. （6） 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. （7） Involving public solicitation of shareholders’ voting rights
II. Matters not considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Voting shareholder type serial number proposal name
A-share shareholders
Non cumulative voting motion
1. Proposal on the company meeting the conditions for issuing shares and paying cash to purchase assets √
2.00 proposal on the company’s plan of issuing shares and paying cash to purchase assets and related party transactions √
2.01 counterparty √
2.02 subject assets √
2.03 benchmark date of evaluation and audit √
2.04 pricing method, pricing basis and transaction price of the subject asset √
2.05 details of shares issued – type and par value of shares issued √
2.06 details of shares issued – issuing method and object √
2.07 specific conditions of issuing shares – pricing base date, pricing basis and issuing price √
2.08 details of shares issued – number of shares issued √
2.09 details of shares issued – place of listing √
2.10 specific conditions of issuing shares – share lock up period √
2.11 details of share issuance – arrangement of accumulated undistributed profits of listed companies √
2.12 payment method √
2.13 attribution of profits and losses of the subject asset from the base date of evaluation to the delivery date √
2.14 personnel placement related to assets √
2.15 performance commitment, asset impairment and compensation √
2.16 contractual obligations and liabilities for breach of contract for ownership transfer of the subject assets √
2.17 validity period of resolution √
3. Discussion on the issue of shares and the payment of cash to purchase assets constitute related party transactions √
case
Payment of shares and assets
And related party transaction report (Draft) and its abstract
5. The transaction complies with several issues on regulating major asset restructuring of listed companies √
The proposal stipulated in Article 4 of the “provisions of the people’s Republic of China”
6. The transaction complies with Article 11 √ of the measures for the administration of major asset restructuring of listed companies
Proposal under Article
7. The transaction complies with Article 40 √ of the measures for the administration of major asset restructuring of listed companies
Proposals stipulated in Article 3
8. This transaction does not constitute Article 10 of the measures for the administration of major asset restructuring of listed companies √
Proposal on reorganization and listing as stipulated in Article 3
On signing the Enn Natural Gas Co.Ltd(600803) issuance of shares with effective conditions and
9. Agreement on purchasing assets by paying cash Enn Natural Gas Co.Ltd(600803) issuing shares and √
Proposal on the supplementary agreement to the agreement on paying cash to purchase assets
10. About the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis and the appraisal √
Proposal on the relevance between method and evaluation purpose and the fairness of evaluation pricing
11. About Approving the audit report, asset evaluation report and reference review report related to this transaction √
Motion to report
12 √ on the diluted immediate return and filling measures of the company’s transaction and the commitments of relevant personnel
bill
13 Enn Natural Gas Co.Ltd(600803) return of shareholders’ dividends in the next three years (20222024) √
Report planning
14. Proposal to the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction √
case
1. Time and media of disclosure of each proposal
The above-mentioned proposals have been deliberated and adopted at the 35th and 44th meetings of the ninth board of directors of the company. For details, the company posted them on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 27, 2021 and April 19, 2022 respectively And relevant announcements in China Securities News, Shanghai Securities News and Securities Daily.
2. Special resolution proposals: proposals 1 to 143. Proposals for separate vote counting for small and medium-sized investors: proposals 1 to 144. Proposals involving avoidance of voting by related shareholders: proposals 1-12 and 14
Names of related shareholders who should avoid voting: ENN Group International Investment Limited, ENN holding Investment Co., Ltd., Hebei Weiyuan Group Co., Ltd., Langfang Heyuan Investment Center (limited partnership), Mr. Wang Yusuo, Mr. Jiang Chenghong, Ms. Zhang Jin, Mr. Yu Jianchao, Mr. Zheng Hongzhen and Mr. Wang Dongzhi. 5. Proposals involving the voting of preferred shareholders: No. III. matters needing attention in the voting of 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 same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 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 Enn Natural Gas Co.Ltd(600803) Enn Natural Gas Co.Ltd(600803) 2022 / 4 / 25
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method 1. Registration method: the legal person shareholder’s agent who plans to attend the on-site meeting shall go through the registration formalities on the strength of the copy of the business license of the shareholder unit (with official seal), the power of attorney of the legal representative and the copy of his ID card, the securities account card and the identity certificate of the entrusted agent; Individual shareholders who intend to attend the meeting must hold their own ID card and securities account card; The authorized agent shall go through the registration formalities with the ID card, power of attorney and the principal’s securities account card. Non local shareholders can register by fax.
2. Registration time: from 8:30 a.m. to 11:00 a.m. on May 4, 2022; 14:00 to 17:00 p.m.
3. Place of registration and place of delivery of power of attorney: Contact: Ling Yan Tel.: 03162597675 Fax: 03162595395
Address: Block B, Xinao science and Technology Park, No. 118, Huaxiang Road, development zone, Langfang, Hebei
6、 For other matters, the board and lodging expenses and transportation expenses of shareholders and agents attending the meeting shall be borne by themselves. It is hereby announced.
Enn Natural Gas Co.Ltd(600803) board of directors
April 19, 2022 Annex 1: power of attorney
Power of attorney
Enn Natural Gas Co.Ltd(600803) ：
I hereby entrust Mr. (Ms.) to attend the second extraordinary general meeting of shareholders of your company in 2022 held on May 5, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1. Proposal on the company meeting the conditions for issuing shares and paying cash to purchase assets
On the company’s plan of issuing shares and paying cash to purchase assets and related party transactions
two
bill
2.01 counterparties 2.02 underlying assets 2.03 valuation and audit base date 2.04 pricing method, pricing basis and transaction price of underlying assets 2.05 specific conditions of issued shares – type and par value of issued shares 2.06 specific conditions of issued shares – issuance method and object
Details of shares issued – pricing base date, pricing basis and issue price
two point zero seven
