Changchun Faway Automobile Components Co.Ltd(600742) 600742
Materials for the first extraordinary general meeting of shareholders in 2022
The first extraordinary general meeting of shareholders in 2022 will be held on January 21, 2022
catalogue
1、 Notes to the first extraordinary general meeting of shareholders in 2022 3 II. Agenda of the first extraordinary general meeting of shareholders in 2022 5 III. name of proposal:
No. proposal name page
1 proposal on the company meeting the conditions for non-public issuance of A-Shares 7
2.00 proposal on the company’s non-public offering of A-Shares 8
2.01 type and par value of shares issued 8
2.02 issuing method and time 8
2.03 issuing object and subscription method 8
2.04 pricing base date and pricing principle 8
2.05 number of issues9
2.06 arrangement of sales restriction period 9
2.07 amount and purpose of raised funds 9
2.08 arrangement of undistributed profits 10
2.09 place of listing 10
2.10 the validity period of the resolution on the non-public offering of shares is 10 years
3 proposal on the company’s plan for non-public offering of A-Shares 11
4 proposal on the feasibility analysis report on the use of funds raised by the company’s non-public issuance of A-Shares 12
5 proposal that the company does not need to prepare the report on the use of the previously raised funds 13
6 proposal on signing the conditional effective share subscription agreement between the company and the subscriber 14
7 proposal on related party transactions involved in this non-public offering of A-Shares 15
8 proposal on the establishment of a special account for the funds raised by the company’s non-public offering of A-Shares 16
9. Proposal on diluting the immediate return, filling measures and relevant principal 17 body commitments of the company’s non-public offering of a shares
10 proposal on shareholder return planning of the company in the next three years (2021-2023) 18
11 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s non-public offering of A-Shares 19
12 proposal on the company’s annual investment budget in 2022 21
13 proposal on the company’s annual financial budget in 2022 22
14 proposal on the prediction of daily connected transactions of the new company in 2021 23
15 proposal on daily connected transactions of the company in 2022 24
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders and ensure the normal order and efficiency of the general meeting of shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the stock listing rules of Shanghai Stock Exchange, the governance standards of listed companies and the Changchun Faway Automobile Components Co.Ltd(600742) articles of association The Changchun Faway Automobile Components Co.Ltd(600742) rules of procedure of the general meeting of shareholders and other relevant laws, regulations, normative documents and the company’s internal rules and regulations formulate these instructions, which all personnel attending the general meeting of shareholders should consciously abide by.
1. In order to timely count the total number of shares held by the shareholders (shareholders’ agents) attending the meeting and do a good job in the reception of the meeting, it is hoped that all shareholders who intend to participate in the on-site meeting of the general meeting of shareholders will cooperate with the company in the registration work, and all shareholders who register to attend the general meeting of shareholders are invited to attend the meeting on time.
2. In order to ensure the order of the general meeting, improve the efficiency of the general meeting and protect the legitimate rights and interests of the company and shareholders, the company has the right to refuse other personnel to enter the site of the general meeting of shareholders, except shareholders (or authorized representatives of shareholders), directors, supervisors, senior managers, lawyers employed by the company, personnel invited by the board of directors and relevant staff.
3. Shareholders (or their agents) attending the meeting shall enjoy the right to speak, vote and other rights according to law, and perform their legal obligations and abide by relevant rules. If a shareholder requests to speak at the general meeting of shareholders, it shall put forward it when going through the registration formalities of the meeting. If a shareholder requests to speak temporarily, he / she shall raise his / her hand and may speak or raise questions only with the permission of the chairman of the general meeting. If more than one shareholder requests to speak at the same time, the moderator of the meeting will arrange to speak in the order of the number of shares they hold.
4. When a shareholder requests to speak, he / she shall first report his / her name and the shares he / she holds. When a shareholder speaks, he / she shall not raise any questions irrelevant to the proposal of the shareholders’ meeting, and shall not interrupt the report of the reporter of the meeting or the speeches of other shareholders. No statement will be made during the voting of the general assembly.
5. The chairman of the general meeting shall answer the reasonable inquiries of shareholders or designate relevant personnel to answer. If the issues involved are complex, a reply can be made after the shareholders’ meeting.
If the shareholder’s inquiry has nothing to do with the topic, or involves the company’s trade secrets, or may obviously damage the legitimate interests of the company or shareholders, the chairman of the meeting and relevant personnel have the right to refuse to answer.
6. The shareholders’ meeting adopts the combination of on-site voting and online voting.
7. The on-site voting shall be conducted in the form of open ballot, which shall be supervised by a supervisor representative, and the votes shall be counted by shareholders (or authorized representatives) and lawyers. Please sign the votes.
8. The board of directors of the company hired the practicing lawyer of Jilin Jiren ZhuoZhi law firm to attend the shareholders’ meeting and issue legal opinions.
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time:
Start time of on-site meeting: 14:30, January 21, 2022.
Starting and ending time of online voting: 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. 2、 Site meeting place: conference room of the company, No. 1399, Dongfeng South Street, Changchun City, Jilin Province. 3、 Moderator: Mr. Zhang pijie, chairman. 4、 Agenda:
1. The chairman announced the opening of the meeting and reported the number of shareholders and their representatives and their shares. 2. Announce the scrutineers and tellers of the on-site meeting.
3. Agenda:
No. proposal name
1. Proposal on the company meeting the conditions for non-public offering of a shares
2.00 proposal on the company’s non-public offering 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 pricing benchmark date and pricing principle 2.05 issuing quantity 2.06 arrangement of restricted sales period 2.07 amount and purpose of raised funds
2.08 arrangement of undistributed profits 2.09 listing place 2.10 validity period of the resolution on the non-public offering of shares
3. Proposal on the company’s plan for non-public offering of a shares
4 proposal on the feasibility analysis report on the use of funds raised by the company’s non-public issuance of a shares
5. Proposal that the company does not need to prepare the report on the use of the previously raised funds
6. Proposal on signing the conditional effective share subscription agreement between the company and the subscriber
7. Proposal on related party transactions involved in the non-public offering of a shares
8. Proposal on the establishment of a special account for the funds raised by the company’s non-public offering of a shares
9 proposal on diluted immediate return, filling measures and commitments of relevant subjects of the company’s non-public offering of a shares
10. Proposal on shareholder return planning of the company in the next three years (2021-2023)
11. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s non-public offering of a shares
12 proposal on the company’s annual investment budget in 2022
13 proposal on the company’s annual financial budget in 2022
14 proposal on the prediction of daily related party transactions of the new company in 2021
15. Proposal on daily connected transactions of the company in 2022
4. Inquiry or speech of shareholders or their proxies, on-site voting.
5. The vote counter and scrutineer shall count the on-site voting results. The scrutineer reads out the on-site voting results; After the online voting, summarize the on-site voting and online voting, and publish the voting results of each proposal.
6. Read out the resolutions of the general meeting of shareholders.
7. The witness lawyer delivered the legal opinions of the shareholders’ meeting.
8. The moderator declared the meeting closed.
Proposal 1: proposal on the company meeting the conditions for non-public development of a shares
In order to enhance the company’s competitiveness, promote the company’s long-term development and further supplement the company’s capital, the company plans to issue domestic listed RMB common shares (A shares) to specific objects.
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, after self inspection by the company, It is considered that the company has met the conditions for non-public issuance of domestic listed RMB common shares (A shares) to specific objects.
The proposal is hereby submitted for consideration by all shareholders.
Proposal 2: proposal on the company’s non-public development of a shares
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, and in combination with the specific situation of the company, the company has formulated a non-public offering of domestic listed RMB common shares (A shares) (hereinafter referred to as “this offering”), The specific contents are as follows: 2.01 type and par value of issued shares
The non-public shares issued to specific objects this time are RMB common shares (A shares) listed in China, with a par value of RMB 1.00 per share.
2.02 issuing method and time
This offering is all in the form of non-public offering to specific objects. The company will choose an appropriate time to issue shares to specific objects within the validity period approved by the CSRC.
2.03 issuing object and subscription method
The object of this non-public offering of shares is Fawer Automotive Parts Limited Company(000030) (hereinafter referred to as ” Fawer Automotive Parts Limited Company(000030) “), a total of 1 specific investor. The issuing object subscribes all the shares issued in cash.
2.04 pricing base date and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 7th Meeting of the 10th board of directors (December 2, 2021), The issue price is 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date ÷ total trading volume of shares 20 trading days before the pricing benchmark date) The higher of the audited net asset value per share attributable to the common shareholders of the parent company at the end of the most recent period before the non-public offering (two decimal places shall be reserved according to “enter one” and accurate to minutes).
If the issue price is 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date, and the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date to the issue date, the issue price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the adjusted issue price, P0 is the issue price before adjustment, per share
