Securities code: 003036 securities abbreviation: Zhejiang Taitan Co.Ltd(003036) Announcement No.: 2022-006 Zhejiang Taitan Co.Ltd(003036)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
(II) convener of the general meeting of shareholders: the 9th board of directors of the company.
(III) legality and compliance of the meeting: the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the seventh meeting of the ninth board of directors of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as “the company”), and the convening and convening procedures of the meeting comply with the relevant provisions of the company law and the articles of association of Zhejiang Taitan Co.Ltd(003036) . (IV) time of the meeting: 14:00 p.m. on Friday, January 28, 2022.
(V) convening method of the meeting: the meeting adopts the combination of on-site voting and online voting. The company will use the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time. The same voting right of the company’s shareholders can only choose one of on-site and online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
(VI) equity registration date of the meeting: January 21, 2022.
(VII) attendees
1. As of the closing of 15:00 p.m. on January 21, 2022, all 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, or entrust an agent in writing to attend and vote at the meeting. 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.
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) site meeting place: conference room Zhejiang Taitan Co.Ltd(003036) No. 99 Titan Avenue, Qixing street, Xinchang County, Zhejiang Province. 2、 Matters deliberated at the meeting 1. Proposal on meeting the conditions for public issuance of convertible corporate bonds 2. Proposal on public issuance of convertible corporate bonds
2.01 types of securities issued and place of listing
2.02 issuance scale
2.03 par value and issue price
2.04 duration
2.05 bond interest rate
2.06 term and method of repayment of principal and interest
2.07 conversion period
2.08 determination and adjustment of share conversion price
2.09 downward correction clause of share conversion price
2.10 determination method of number of converted shares
2.11 redemption terms
2.12 resale terms
2.13 ownership of relevant dividends in the year of share conversion
2.14 issuance method and object
2.15 placement arrangement to original shareholders
2.16 relevant provisions of bondholders and bondholders’ meetings
2.17 purpose and implementation method of the raised funds
2.18 raised funds management and deposit account
2.19 bond guarantee
2.20 rating matters
2.21 validity period of this issuance plan
3. Proposal on the plan for public issuance of convertible corporate bonds 4. Proposal on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds 5. Proposal on the rules of the meeting of bondholders of convertible companies 6. Proposal on the report on the use of funds raised in the previous time 7 Proposal on diluted immediate return of public issuance of convertible corporate bonds, relevant filling measures and commitments of relevant subjects
8. Proposal on shareholder return planning for the next three years (2022-2024)
9. Proposal on guarantee matters of public issuance of convertible corporate bonds and related party transactions
10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds
11. Proposal on Amending the articles of Association
The above proposals 1-11 have been deliberated at the 7th Meeting of the 9th board of directors, and the above proposals 1-9 have been deliberated and adopted at the 7th Meeting of the 9th board of supervisors. For details of the proposal, please refer to the company’s announcement on cninfo.com（ http://www.cn.info.com.cn. ）Announcement information on.
According to the company law, the articles of association and other relevant provisions, the above proposals 1-11 belong to special resolution proposals that must be passed by more than two-thirds of the votes held by the shareholders attending the meeting. At the same time, the above proposals 1-10 belong to major matters affecting the interests of small and medium-sized investors (i.e. shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company). The company will vote for small and medium-sized investors separately, and the vote counting results will be disclosed in a timely manner.
Proposal 2.19 guarantee matters and proposal 9 belong to related party transactions. Related shareholders need to avoid voting, and can not accept the entrustment of other shareholders to vote.
3、 Proposal code
The ticked column of proposal name can be coded for voting
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on meeting the conditions for public issuance of convertible corporate bonds √
2.00 proposal on public issuance of convertible corporate bonds √
2.01 types of securities issued and place of listing √
2.02 issuance scale √
2.03 face value and issue price √
2.04 duration √
2.05 bond interest rate √
2.06 term and method of principal and interest repayment √
2.07 conversion period √
2.08 determination and adjustment of share conversion price √
2.09 downward correction clause of share conversion price √
2.10 determination method of number of converted shares √
2.11 redemption terms √
2.12 resale terms √
2.13 ownership of relevant dividends in the year of share conversion √
2.14 issuance method and object √
2.15 placement arrangement to original shareholders √
2.16 relevant provisions of bondholders and bondholders’ meetings √
2.17 purpose and implementation method of the raised funds √
2.18 raised funds management and deposit account √
2.19 bond guarantee √
2.20 rating matters √
2.21 validity period of this issuance plan √
3.00 proposal on the plan for public issuance of convertible corporate bonds √
4.00 feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds √
Proposal for
5.00 proposal on meeting rules of bondholders of convertible companies √
6.00 proposal on the report on the use of previously raised funds √
7.00 on diluted immediate return on public issuance of convertible corporate bonds and relevant filling √
Proposal on measures and commitments of relevant subjects
8.00 proposal on shareholder return planning for the next three years (2022-2024) √
9.00 proposal on guarantee matters of public issuance of convertible corporate bonds and related party transactions √
10.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the public offering convertible √
Proposal on matters related to corporate bonds
11.00 proposal on Amending the articles of association √
4、 On site meeting registration, etc
1. Registration method: on-site registration, registration by letter or fax.
2. Registration time: 9:00-11:00 and 13:30-17:00 on January 26, 2022.
3. Registration place: conference room Zhejiang Taitan Co.Ltd(003036) No. 99 Titan Avenue, Qixing street, Xinchang County, Zhejiang Province.
4. Registration procedures
(1) The legal representative or the agent entrusted by the legal representative shall attend the meeting. The corporate shareholder shall go through the registration formalities with the stock account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If a legal person shareholder entrusts an agent, it shall go through the registration formalities on the strength of the agent’s ID card, a copy of the business license stamped with the official seal, a power of attorney and the principal’s stock account card.
(2) Natural person shareholders shall go through the registration formalities with their own ID card and stock account card; If a natural person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, power of attorney, the principal’s stock account card and the principal’s ID card; If shareholders attend the meeting in person, they shall show their ID cards.
(3) Non local shareholders can register by letter or fax, and do not accept telephone registration. Shareholders should carefully fill in the registration form for participation (Annex III) for registration confirmation. Faxes and letters shall be delivered to the company’s office before 17:00 on January 26, 2022. Please indicate the words “general meeting of shareholders” in your letter.
5. Precautions
(1) The general meeting of shareholders does not accept telephone registration;
(2) Shareholders or entrusted agents attending the on-site meeting must show their ID card and the original power of attorney, and go through the registration formalities at the venue half an hour before the meeting;
(3) In view of the current epidemic prevention and control period, shareholders attending the meeting on site should follow
