Securities code: Henan Lantian Gas Co.Ltd(605368) securities abbreviation: Henan Lantian Gas Co.Ltd(605368) Announcement No.: 2022032
Henan Lantian Gas Co.Ltd(605368)
Notice on convening the first 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:
Date of shareholders' meeting: May 6, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time of the meeting: 14:00 on May 6, 2022
Venue: meeting room (V) of the company, No. 68 Jiefang Road, Zhumadian City, Henan Province. Online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from May 6, 2022
To May 6, 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） No matter involving the public solicitation of shareholders' voting rights. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
1. The company meets the requirements of issuing shares to purchase assets and related party transactions √
Proposal on conditions stipulated by relevant laws and regulations
2.00 about the company's plan of issuing shares to purchase assets and related party transactions √
Motion
2.01 transaction method, underlying assets and counterparty √
2.02 transaction price and pricing basis √
2.03 payment method √
2.04 type and par value of issued shares √
2.05 issuance method √
2.06 issuing object √
2.07 pricing base date and issue price √
2.08 issue quantity √
2.09 adjustment of issue price and quantity √
2.10 listing place of issued shares √
2.11 share locking arrangement √
2.12 profit and loss arrangement during the transition period of the subject asset √
2.13 arrangement of accumulated undistributed profits √
2.14 validity period of resolution √
3. Proposal that this transaction constitutes a connected transaction √
4. This transaction meets the requirements of regulating major assets of listed companies √
Provisions on several issues of industrial restructuring proposal under Article 4
5. This transaction meets the requirements of major asset restructuring management of listed companies √
Proposal of relevant regulations
6. This transaction does not constitute a major asset restructuring of listed companies √
Major asset restructuring stipulated in Article 12 of the administrative measures
Motion
7. This transaction does not constitute √ major asset restructuring of listed companies
Proposal on reorganization and listing as stipulated in Article 13 of the administrative measures
8. The relevant subject of this transaction does not exist supervision of listed companies √
Guideline No. 7 - stocks related to major asset restructuring of listed companies
Proposal on the explanation of the circumstances in Article 13 of the regulation of abnormal transactions
9. About the signing of √ between the company and Changge Yulong Industrial Co., Ltd
Signed Henan Lantian Gas Co.Ltd(605368) with conditions in force
Proposal on issuing shares to purchase assets agreement
10 about the company signing √ with Changge Yulong Industrial Co., Ltd
Performance commitment and compensation agreement for issuing shares to purchase assets
Proposal for discussion
11. About Henan Lantian Gas Co.Ltd(605368) issuing share purchase √
Report on asset purchase and related party transactions (Draft) and its summary
Motion
12 proposal on performance commitment and compensation arrangement √
13 √ on the pricing basis and fairness and rationality analysis of this transaction
bill
14 reasonable √ on the independence of the appraisal institution and the premise of the appraisal assumptions
The relevance between the evaluation method and the evaluation purpose and the evaluation pricing
Fairness proposal
15. About Approving the audit report and reference review report related to this transaction √
Proposal for report and evaluation report
16. Completeness and compliance of legal procedures for this transaction √
And the validity of legal documents submitted
17. Impact of this transaction on the company's immediate return and filling measures √
Proposal for implementation
18. About requesting the general meeting of shareholders to authorize the board of directors to handle the issuance √
Proposal on matters related to share purchase of assets and related party transactions
1. Time and media of disclosure of each proposal
The above proposal has been approved by the 18th meeting of the 5th board of directors of the company held on April 20, 2022
It was deliberated and adopted at the 14th meeting of the 5th board of supervisors. For details, please refer to the disclosure on Shanghai Stock Exchange (www.sse. Com. CN.) on April 21, 2022 And relevant announcements of the information disclosure media Shanghai Securities News, China Securities News, securities times and Securities Daily.
2. Special resolution proposal: 1-183. Proposal on separate counting of votes for small and medium-sized investors: 1-184. Proposal on avoidance of voting by related shareholders: 1-18
Names of related shareholders who should avoid voting: Li Baohua, Zhao Xin 5. Proposals involving preferred shareholders' participation in voting: No. III. matters needing attention in voting at 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、 Meeting attendees
（1） 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 shares Henan Lantian Gas Co.Ltd(605368) Henan Lantian Gas Co.Ltd(605368) 2022 / 4 / 28
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration methods shareholders or agents attending the general meeting of shareholders of the company on site shall be registered in the following ways. 1. Registration procedures: (1) natural person shareholders shall register with their own ID card, shareholder account card or other valid certificates or certificates that can indicate their identity. (2) If a natural person shareholder entrusts an agent to attend, the agent shall register with his own ID card, power of attorney, copy of the principal's ID card, the principal's shareholder account card or other valid certificates or certificates that can indicate his identity. (3) If the legal representative of a legal person shareholder attends the meeting, it shall register with a copy of the business license of the legal person (with official seal), the identity card of the legal representative or other identity documents of the legal representative, and the account card of the legal person shareholder. (4) If the legal person shareholder entrusts others to attend, the agent shall register with his / her ID card, power of attorney of the legal person (signed and sealed by the legal representative), copy of the legal person's business license (sealed), copy of the legal representative's ID card or other ID documents of the legal representative (sealed with the official seal) and the account card of the legal person shareholder. If the power of attorney is signed by another person authorized by the shareholder, the power of attorney or other authorization documents authorized to be signed shall be notarized. The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized. (5) Non local shareholders can register by letter (please indicate "shareholders' meeting" on the envelope) or fax. The registration of letter shall be subject to the postmark on the date of receipt. On the day of participation, the original certificate must be registered for confirmation before it can be regarded as valid registration. Shareholders attending the meeting or their legal representatives or entrusted agents may complete the registration of the meeting half an hour before the meeting. 2. Registration time:
On May 5, 2022, from 9:00 a.m. to 11:00 p.m. and from 14:30 p.m. to 16:00 p.m
3. Registration place: Office of Henan Lantian Gas Co.Ltd(605368) securities department, No. 68 Jiefang Road, Zhumadian City, Henan Province. 4. Shareholders attending the shareholders' meeting on site are requested to arrive at the meeting place within half an hour before the meeting, and bring the original and copy of valid identity certificate and shareholders' Shanghai Stock Exchange stock account, so as to verify their admission. 6、 Other matters 1. Contact information: Ms. Li Tel.: 03963829259 Fax: 03963835000 email: ltrq2017126.com. Contact address: Office of Henan Lantian Gas Co.Ltd(605368) securities department, No. 68 Jiefang Road, Zhumadian City, Henan Province. Postal Code: 4630002. The board, lodging and transportation expenses of shareholders or their agents attending the on-site meeting shall be borne by themselves. It is hereby announced.
Henan Lantian Gas Co.Ltd(605368) board of directors April 21, 2022 Annex 1: power of attorney
Annex 1: power of attorney
Power of attorney
Henan Lantian Gas Co.Ltd(605368) ：
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of your company in 2022 held on May 6, 2022 on behalf of my unit (or myself)
