Securities code: 002050 securities abbreviation: Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) Announcement No.: 2022-007 bond Code: 127036 bond abbreviation: Sanhua convertible bond
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading. 1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: after deliberation and approval at the 23rd extraordinary meeting of the sixth board of directors, it is decided to convene the first extraordinary general meeting of shareholders in 2022, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the company’s charter.
4. Date and time of the meeting:
(1) On site meeting time: 14:30, Wednesday, January 26, 2022
(2) Online voting time: Wednesday, January 26, 2022. 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 January 26, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 on January 26, 2022 to 15:00 on January 26, 2022.
5. Convening method of the meeting: the meeting adopts the combination of on-site voting and online voting.
6. Equity registration date: Wednesday, January 19, 2022
7. Attendee
(1) As of the closing of the market on the afternoon of January 19, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation have the right to attend the shareholders’ meeting, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
8. Venue: Sanhua Industrial Park, No. 289, No. 12 street, Baiyang street, Qiantang District, Hangzhou, Zhejiang Province
2、 Matters to be considered at the meeting:
(I) name of proposal:
No. proposal name
1.00 proposal on the general election of non independent directors by the board of directors of the company
1.01 elect Mr. Zhang Yabo as a non independent director of the seventh board of directors of the company
1.02 Mr. Ren Jintu was elected as a non independent director of the seventh board of directors of the company
1.03 elect Mr. Wang Dayong as a non independent director of the seventh board of directors of the company
1.04 elect Mr. Ni Xiaoming as a non independent director of the seventh board of directors of the company
1.05 elect Mr. Chen Yuzhong as a non independent director of the seventh board of directors of the company
1.06 elect Mr. Zhang Shaobo as a non independent director of the seventh board of directors of the company
Proposal on the election of independent directors of the company 2.00
2.01 elect Mr. Barnes as an independent director of the seventh board of directors of the company
2.02 elect Mr. Shi Jianhui as an independent director of the seventh board of directors of the company
2.03 elect Ms. pan Yalan as an independent director of the seventh board of directors of the company
3.00 proposal on the general election of shareholders’ representative supervisors by the board of supervisors of the company
3.01 elect Mr. Zhao Yajun as the shareholder representative supervisor of the seventh board of supervisors of the company
3.02 elect Mr. Mo Yang as the shareholder representative supervisor of the seventh board of supervisors of the company
4.00 proposal on the remuneration and allowances of the 7th directors of the company
5.00 proposal on the remuneration and allowance of the 7th supervisor of the company
(II) disclosure of the proposal:
The matters deliberated at this meeting have been submitted after being deliberated and approved at the 23rd extraordinary meeting of the sixth board of directors and the 22nd extraordinary meeting of the sixth board of supervisors. The matters deliberated comply with relevant laws, regulations and the articles of association. For details, please refer to the company’s announcement on cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）And announcements published in China Securities Journal and securities times. (III) special emphasis
1. Cumulative voting tips:
(1) Proposals 1, 2 and 3 of the meeting were elected by cumulative voting system: 6 non independent directors, 3 independent directors and 2 shareholder representative supervisors should be elected. The number of voting votes owned by shareholders shall be the number of voting shares held by them multiplied by the number of candidates to be elected. Shareholders may arbitrarily distribute the number of voting votes among candidates within the limit of the number of candidates to be elected (they may cast zero votes), but the total number shall not exceed the number of voting votes they have.
(2) The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only after there is no objection.
2. Tips for separate vote counting: according to the requirements of the articles of association, rules of procedure of the general meeting of shareholders and guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company will count the votes of small and medium-sized investors separately for the consideration of proposals involving the interests of small and medium-sized investors, The results of separate vote counting will be disclosed to the public in a timely manner (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company). 3、 Motion code
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
1.00 proposal on the general election of non independent directors by the board of directors of the company 6 persons shall be elected
1.01 elect Mr. Zhang Yabo as a non independent director of the 7th board of directors √
1.02 elect Mr. Ren Jintu as a non independent director of the 7th board of directors √
1.03 elect Mr. Wang Dayong as a non independent director of the 7th board of directors √
1.04 elect Mr. Ni Xiaoming as a non independent director of the 7th board of directors √
1.05 elect Mr. Chen Yuzhong as a non independent director of the 7th board of directors √
1.06 elect Mr. Zhang Shaobo as a non independent director of the 7th board of directors √
2.00 proposal on the general election of independent directors by the board of directors of the company 3 persons shall be elected
2.01 elect Mr. Barnes as an independent director of the seventh board of directors of the company √
2.02 elect Mr. Shi Jianhui as an independent director of the seventh board of directors √
2.03 elect Ms. pan Yalan as an independent director of the seventh board of directors √
3.00 proposal on the general election of shareholder representative supervisors by the board of supervisors of the company 2 persons shall be elected
3.01 elect Mr. Zhao Yajun as the shareholder representative supervisor of the seventh board of supervisors √
3.02 elect Mr. Mo Yang as the shareholder representative supervisor of the seventh board of supervisors √
Non cumulative voting proposal
4.00 proposal on the remuneration and allowances of the 7th directors of the company √
5.00 proposal on the remuneration and allowance of the 7th supervisor of the company √
4、 Meeting registration method
1. Registration method: registration shall be carried out on site, by letter or fax.
2. Registration time: 8:30-11:30, 13:30-17:00, January 20, 2022 to January 25, 2022 (the letter shall be subject to the postmark received).
3. Registration place: Office of the board of directors Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) office building, Sanhua Industrial Park, No. 219, Woxi Avenue, Meizhu, Xinchang County, Zhejiang Province (postcode: 312532).
4. Requirements for submission of documents during registration and voting:
Natural person shareholders shall register with their own ID card and shareholding certificate; If an agent is entrusted to attend the meeting, it shall register with a copy of the principal’s valid ID card, power of attorney, shareholding certificate and the agent’s valid ID card.
If the legal representative of the legal person shareholder attends the meeting, it shall register with a copy of the business license (stamped with the official seal), the ID card of the legal representative and the shareholding certificate; If the agent entrusted by the legal representative attends the meeting, it shall register with his own ID card, copy of the ID card of the legal representative, copy of the business license (with official seal), power of attorney and shareholding certificate. Shareholders who are far away or in different places can register by letter or fax. When attending the meeting, they shall hold the original of the above certificates for inspection. 5、 Specific operation process of participating in online voting
At this shareholders\’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）See “Annex I” for the specific operation process of voting and online voting. 6、 Other matters
1. Tel.: 0575-86255360
Fax No.: 0575-86563888-8288
2. Contact: LV Yifang, Wang Yutong
3. Email: [email protected].
4. Other matters: the duration of the meeting is expected to be half a day, and the board, accommodation and transportation expenses of the participating shareholders shall be borne by themselves. 7、 Documents for future reference
1. Resolutions of the 23rd extraordinary meeting of the 6th board of directors of the company;
2. Annex: I. specific operation process of participating in online voting;
2、 Power of attorney for the first extraordinary general meeting of shareholders in 2022.
It is hereby announced.
Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) board of directors
January 11, 2022
Annex I:
Specific operation process of participating in network investment
The shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting. The relevant matters of online voting are described as follows: first, the procedures of online voting
1. Voting code: 362050, voting abbreviation: Sanhua voting
2. Fill in voting opinions
For the non cumulative voting proposal of the general meeting of shareholders, fill in the voting opinions: agree, disagree and abstain. For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of the company shall vote within the limit of the number of electoral votes of each proposal group they have. If the number of electoral votes cast by shareholders exceeds the number of electoral votes they have, their electoral votes for the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total shall not exceed the number of election votes owned by the shareholder
The number of voting votes held by shareholders under each proposal group is as follows:
Election of independent directors (in case of proposal 2, equal election shall be adopted, and the number of candidates shall be 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders may distribute their voting votes among the three independent director candidates at will, but the total number of votes shall not exceed their voting votes.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholders vote on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinions of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on January 26, 2022, i.e. 9:15-9:25, 9:30-11:30
