Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-010 Shandong Fengyuan Chemical Co.Ltd(002805)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
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 5th board of directors of the company.
3. Legality and compliance of the meeting: the 12th meeting of the 5th board of directors of the company on January 12, 2022
The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted. The convening of this general meeting of shareholders complies with relevant laws, regulations, departmental rules, normative documents and the articles of association.
4. Meeting time:
(1) On site meeting time: 14:30, January 28, 2022 (Friday).
(2) Online voting time: 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 28, 2022; Through Shenzhen Stock Exchange
The specific time of voting by the Internet voting system is any time during 9:15-15:00 on January 28, 2022. 5. Convening method of the meeting: the voting method adopted at the general meeting of shareholders is 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 shareholders can exercise their voting rights through the above system during network voting time.
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: January 24, 2022.
7. Attendees:
(1) Shareholders holding shares of the company on the equity registration date. The equity registration date of this shareholders’ meeting is January 24, 2022. At the closing of the afternoon of the equity registration date, all shareholders of the company registered in China Clearing Shenzhen Branch are entitled to attend the shareholders’ meeting; If a shareholder is unable to attend the on-site meeting for some reason, he may entrust a proxy in writing (the principal need not be a shareholder of the company) or participate in the online voting during the online voting time.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of the on-site meeting: conference room Shandong Fengyuan Chemical Co.Ltd(002805) on the 15th floor, building 11, No. 195, Hong Kong East Road, Laoshan District, Qingdao, Shandong Province.
9. As the recent covid-19 epidemic situation is still severe, and there are differences in risk levels and epidemic prevention policies across the country, remind shareholders who intend to participate in the on-site meeting of the company’s first extraordinary general meeting in 2022 to do a good job in personal protection, and timely understand and abide by the relevant epidemic prevention regulations of Qingdao.
2、 Matters considered at the meeting
1. Review the proposal on the company’s compliance with the conditions for non-public development of a shares;
2. Deliberating the proposal on the company’s non-public development of a shares;
3. Review the proposal on the company’s plan for non-public development of a shares;
4. Review the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company; 5. Review the proposal on the special report on the use of the company’s previously raised funds;
6. Deliberating the proposal on diluting the immediate return of non-public Development Bank A shares and taking filling measures; 7. Review the proposal on the commitment of relevant entities to guarantee the company to fill in the immediate return measures;
8. Review the proposal on formulating the company’s shareholder return plan for the next three years (2022-2024);
9. Deliberating the proposal on the company’s non-public development of shares involving related party transactions;
10. Review the proposal on signing a conditional and effective share subscription agreement between the company and specific subscribers; 11. Review the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public development of a shares;
12. Deliberated the proposal on hiring internal control audit institutions.
The above proposals have been deliberated and adopted at the 12th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors. For details, please refer to securities times, China Securities Journal, Shanghai Securities News and cninfo.com on January 13, 2022（ http://www.cn.info.com.cn. ）Announcement on resolutions of the 12th meeting of the 5th board of directors (Announcement No.: 2022-001) and announcement on resolutions of the 9th meeting of the 5th board of supervisors (Announcement No.: 2022-002) disclosed.
Special tips:
1. Among the above proposals, proposals 1-11 are special resolutions, which must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting, and the related shareholders shall avoid voting;
2. The above proposals involve major issues affecting the interests of small and medium-sized investors, and the votes of small and medium-sized investors need to be counted separately, and the results of separate vote counting need to be disclosed in a timely manner. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the company meeting the conditions for non-public development of A-Shares √
2.00 proposal on the company’s non-public development of A-Shares √
2.01 type and par value of shares issued √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 issue price and pricing principle √
2.05 issue quantity √
2.06 lock up period arrangement √
2.07 amount and purpose of raised funds √
2.08 place of listing √
2.09 arrangement of accumulated undistributed profits of the company before this issuance √
2.10 validity period of the resolution of the general meeting of shareholders on the issuance of shares √
3.00 proposal on the company’s plan for non-public development of A-Shares √
4.00 proposal on feasibility analysis report on the use of funds raised by non-public development banks of A-Shares of the company
5.00 proposal on the special report on the use of the company’s previously raised funds √
6.00 proposal on diluting the immediate return of non-public Development Bank A shares and taking √ filling measures
7.00 proposal on commitments issued by relevant entities to ensure the company’s effective √ performance of measures to fill in immediate returns
8.00 proposal on formulating the company’s shareholder return plan for the next three years (2022 √ – 2024) >
9.00 discussion on related party transactions involved in the company’s non-public offering of shares
Case
10.00 share subscription agreement on the execution of conditions between the company and specific subscribers
Proposal on purchase agreement
11.00 proposal for the general meeting of shareholders to authorize the board of directors and its authorized persons to do all things √
Proposal on matters related to this non-public offering of a shares
12.00 proposal on hiring internal control audit institutions
4、 Meeting registration method
1. Registration method:
(1) Natural person shareholders shall register with their shareholder account card, personal ID card or other valid certificates or certificates that can indicate their identity;
(2) An agent entrusted by a natural person shareholder to attend the meeting must register with the principal’s ID card (copy), agent’s ID card, power of attorney, shareholder’s 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, he / she shall register with his / her ID card, business license (copy), identity certificate of the legal representative and shareholder account card; If the agent entrusted by the legal representative attends the meeting, it shall hold the business license (copy), identity certificate of the legal representative, identity card of the principal (copy), identity card of the agent, power of attorney, shareholder account card or other valid certificates or registration certificates that can indicate its identity;
(4) Non local shareholders can register by letter or fax. Shareholders shall carefully fill in the registration form of shareholders’ participation (the format is attached) for registration confirmation.
The fax shall be delivered to the board of directors of the company before 16:00 on January 27, 2022. Please send your letter to Shandong Fengyuan Chemical Co.Ltd(002805) securities department, Taierzhuang Economic Development Zone, Zaozhuang City, postal code: 277400 (please indicate “general meeting” in the envelope).
2. Registration time: 9:00-11:00 a.m. and 13:00-17:00 p.m. on January 27, 2022.
3. Registration place and contact information:
Address: conference room Shandong Fengyuan Chemical Co.Ltd(002805) on the 15th floor, building 11, No. 195, Hong Kong East Road, Laoshan District, Qingdao, Shandong Province
Tel: 0632-6611106 Fax: 0632-6611219
Contact: Ni Wenqin
4. Other matters: the duration of the shareholders’ meeting is about half a day, and the participants shall bear their own accommodation, transportation and other expenses.
5、 Specific operation process of shareholders participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange (address: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Documents for future reference
1. Resolutions of the 12th meeting of the 5th board of directors;
Annex I: Shandong Fengyuan Chemical Co.Ltd(002805) online voting operation process of general meeting of shareholders
Annex II: Shandong Fengyuan Chemical Co.Ltd(002805) power of attorney of the general meeting of shareholders
Annex III: Shandong Fengyuan Chemical Co.Ltd(002805) shareholders’ registration form of shareholders’ meeting
It is hereby announced.
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
January 13, 2022
