Documents of the 2012 annual general meeting of shareholders of Shanghai Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) enterprise (Group) Co., Ltd
May, 2002
2021 annual general meeting agenda of 2021 annual general meeting Shanghai Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) enterprise (Group) Co., Ltd
Agenda of 2021 annual general meeting of shareholders
Meeting time: 14:00 PM, May 27, 2022
Meeting mode: combination of on-site meeting and online meeting (Tencent meeting)
Venue: third floor, Dazhong building, No. 1515, Zhongshan West Road, Shanghai
Participants: shareholders and their representatives, directors, supervisors, senior managers and witness lawyers of the company Moderator: Mr. Yang Guoping, chairman of the board of directors
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from May 27, 2022 to May 27, 2022
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.
Agenda:
1、 Announce the attendance of the meeting;
2、 Read out the relevant provisions of the general assembly;
3、 Hearing reports and deliberating topics:
1. Review the annual work report of the board of directors in 2021;
2. Review the annual work report of the board of supervisors in 2021;
3. Review the company’s annual financial final report in 2021 and annual financial budget report in 2022; 4. Review the profit distribution plan of the company in 2021;
5. Review the proposal on the prediction of the company’s daily connected transactions in 2022;
6. Review the proposal on the company’s application for bank credit line in 2022;
7. Deliberating the proposal on the company’s provision of guarantee for external financing of holding subsidiaries in 2022; 8. Review the proposal on the company’s use of idle self owned funds for cash management;
9. To review the report on the renewal of the company’s domestic audit institutions and internal control audit institutions in 2022
Proposal on the agenda of the 2021 annual general meeting of shareholders;
10. Proposal on the renewal of overseas audit institutions in 2022;
11. Review the proposal on the nomination of candidates for non-executive directors and independent non-executive directors by the company; 12. Review the proposal on adjusting the allowance of independent non-executive directors;
13. Deliberating the proposal on Amending the articles of association and handling industrial and commercial registration;
14. Review the proposal on Amending the rules of procedure of the general meeting of shareholders;
15. Listen to the report on the work of independent directors in 2021.
4、 Q & a session of shareholders;
5、 Electing the scrutineer;
6、 Read out the voting method of the meeting;
7、 The lawyer reads out the legal opinion;
8、 Declare the meeting closed.
Shanghai Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) enterprise (Group) Co., Ltd
Relevant provisions of 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of the majority of shareholders and ensure that the general meeting of shareholders can exercise its functions and powers according to law, in accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the articles of association and the rules for the general meeting of shareholders of the company, the relevant provisions of the general meeting of shareholders are hereby formulated as follows, which shall be observed and implemented by all personnel attending the general meeting of shareholders.
1、 The general assembly has a secretariat, which is responsible for the organization of the meeting and handling related matters.
2、 During the general meeting, all participants shall consciously perform their legal obligations on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the meeting.
3、 According to the rules for the general meeting of shareholders of listed companies of China Securities Regulatory Commission and the notice on maintaining the order of the general meeting of shareholders of Listed Companies in Shanghai issued by Shanghai Securities Regulatory Bureau, no gifts will be given to shareholders at this general meeting.
4、 In response to the requirements of epidemic prevention and control and management needs in Shanghai, this shareholders’ meeting will be held in the form of a combination of on-site meeting and online meeting. For details, please refer to Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) the suggestive announcement on matters related to the 2021 annual general meeting held during the epidemic prevention and control period.
5、 Shareholders of the company registered on the equity registration date of this shareholders’ meeting can exercise their voting rights through on-site voting and online voting.
6、 In order to ensure the seriousness and normal order of the shareholders’ meeting and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders’ agents) attending the meeting, the company has the right to refuse irrelevant personnel to enter the meeting venue according to law, except the shareholders (or shareholders’ agents), the company’s directors, supervisors, senior managers, the company’s lawyers and the personnel invited by the board of directors.
7、 The online conference venue will issue a unique participation code to the shareholders who have completed the participation registration. One code corresponds to the qualification of one participating shareholder. Please keep your personal participation code properly. If the participation code held by the off-site waiting shareholders is the same as that held by the enrolled shareholders, the general meeting has the right to reject the application of off-site shareholders.
The deadline for admission to the online conference is 14:00 on May 27, 2022. Shareholders are invited to enter the online conference venue between 13:45 and 14:00, and the application channel for admission at 14:00 will be closed on time.
8、 If shareholders who have registered to attend the meeting need to ask questions and speak, please email the questions to us before 2:00 p.m. on Thursday, May 26, 2022 [email protected]. , relevant issues will be dealt with at this meeting.
catalogue
1. Annual work report of the board of directors in 202112. Annual work report of the board of supervisors in 2021 seven
3. The company’s annual financial statement report in 2021 and annual financial budget report in 2022 twelve
4. 2021 profit distribution plan of the company 185. Proposal on the prediction of the company’s daily connected transactions in 2022196. Proposal on the company’s application for bank credit line in 2022267. Proposal on the company’s provision of guarantee for external financing of holding subsidiaries in 2022278. Proposal on the company’s use of idle self owned funds for cash management 449. Proposal on the renewal of the company’s domestic audit institution and internal control audit institution in 20224710. Proposal on the renewal of the company’s overseas audit institution in 20224811. Proposal on the company’s nomination of candidates for non-executive directors and independent non-executive directors 4912. Proposal on adjustment of non-executive director’s allowance 5213. Proposal on Amending the articles of association and handling industrial and commercial registration 5314. Proposal on Amending the rules of procedure of the general meeting of shareholders 7315. Annual report on the work of independent directors in 2021.
…… eighty-two
Proposal of 2021 annual general meeting of shareholders 2021 annual report of the board of directors 2021 annual report of the board of directors 2021
Dear shareholders
In 2021, standing at the historical intersection of the “two centenaries” and the starting line of the first year of the “14th five year plan”, facing the profound changes in the external environment and the new situation of economic development, all employees of the company, under the leadership of the board of directors, overcame many adverse factors such as the global spread of covid-19 epidemic and the complex and changeable market environment, and adhered to the development strategy of “public utilities and financial venture capital go hand in hand”, Actively respond to the risks and challenges in the company’s operation, strengthen corporate governance, adhere to seeking progress while maintaining stability, and steadily promote the sustainable development of the company with the goal of continuously improving the quality of listed companies. The work in the past year is reported as follows: I. main work of the board of directors this year
1. Adhering to scientific epidemic prevention, the company’s businesses operate stably.
In 2021, the company continued to do a good job in epidemic prevention and control for the purpose of ensuring the life safety and health of employees and ensuring the stable operation of each main business segment. Based on the successful experience of effective epidemic prevention in the early stage, the company focuses on the overall deployment of national and local epidemic prevention, establishes the company’s prevention and control organization, and continuously supervises the subordinate companies and employees to do a good job in epidemic prevention and control according to the idea of whole process and comprehensive control. During the reporting period, the company had no epidemic cases and its production and operation operated smoothly.
2. The board of directors shall exercise its functions and powers actively and effectively with a serious and diligent attitude.
In 2021, all members of the board of directors of the company fulfilled their duties and duties diligently, actively paid attention to the company’s operation and management information, financial status and major issues, deeply discussed and expressed their opinions on various proposals submitted to the board of directors for deliberation, made suggestions for the company’s operation and development, fully considered the interests and demands of minority shareholders when making decisions, and effectively enhanced the scientificity of the decision-making of the board of directors, Promote the continuous, stable and healthy development of the company’s daily operation.
3. Fulfill the obligation of information disclosure according to law and regulations, and strengthen the management of investor relations.
In 2021, the board of directors organized relevant training and further strictly implemented the information disclosure system in accordance with the requirements of the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the Hong Kong Listing Rules and other relevant laws, regulations and rules. While doing a good job in the disclosure of regular reports, the company organizes annual performance briefing and investor briefing to interpret the annual report data and concerns for the majority of investors. At the same time, the company has also made timely and detailed disclosure of matters that need to be disclosed temporarily, so as to ensure the quality of information disclosure and no false statements, misleading and major omissions, so that the majority of investors can obtain the company’s information timely and accurately, so as to better protect the rights and interests of small and medium-sized shareholders.
4. Continuously strengthen the construction of internal control and improve risk management.
In 2021, the board of directors continued to improve the risk oriented internal control management system covering the company, continuously strengthened the construction of internal control system, improved internal control mechanism, optimized business operation process and improved risk control measures. At the same time, give full play to the role of the audit committee of the board of directors, the office of the Secretary of the board of directors, the internal control internal audit and the external audit institutions, regularly and irregularly carry out internal control inspection on major matters, the operation and management of subsidiaries and key areas, investigate operation and management risks and effectively prevent risks.
5. Standing for 30 years, struggling to find a new chapter
2021 marks the 30th anniversary of the founding of Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) company. The company has developed from a transportation enterprise that has made common progress with the development and opening up of Pudong, Shanghai, and is the first to be listed in the industry to an investment holding enterprise driven by both public utilities and financial venture capital. Looking forward to the future, Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) has a clear development goal, that is, based on the mission of “mass” brand service, conforming to the development trend of subordinate industries, deepening the innovation and development of enterprises, and becoming an investment holding group company with strong market competitiveness, brand influence and asset operation ability and leading position in the industry. “Ride the wind and waves for 30 years and set sail on a new journey”, Shanghai Dazhong Public Utilities (Group) Co.Ltd(600635) will continue to walk with the times, never forget the original intention, climb the peak bravely, and strive for the next 30 years with a higher attitude.
2、 Main daily work of the board of directors in 2021
(I) board meetings and resolutions
In 2021, the company held eight board meetings to discuss and make decisions on the company’s regular report, financial budget and final accounts, profit distribution, foreign investment, related party transactions and other important matters. Directors of the company attend the meeting on time
The 2021 annual general meeting of shareholders, the 2021 annual work report of the board of directors and the meetings of the board of directors are loyal to the interests of the company and shareholders, diligent and responsible, and actively safeguard the interests of the company and shareholders.
1. The sixth meeting of the 11th board of directors was held on March 30, 2021 in a combination of on-site and communication. There are 9 directors who should vote at the meeting and 9 directors who actually vote. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Yang Guoping, chairman of the board of directors. It was in accordance with the relevant provisions of the company law and the articles of association, and the meeting was legal and valid. The meeting deliberated and adopted the 2020 annual report on the work of the board of directors, the 2020 annual report on business operation, the 2020 annual report on the work of independent directors, the 2020 annual financial final accounts and the 2021 annual financial budget report, the 2020 annual profit distribution budget, the full text and summary of the company’s 2020 annual report, and the 2020 annual evaluation report on the company’s internal control The annual performance report of the audit committee of the board of directors in 2020, the annual social responsibility report of the company in 2020, the annual environmental, social and Governance (ESG) report of the company in 2020, the proposal on the prediction of the company’s annual daily connected transactions in 2021, the proposal on the company’s application for comprehensive credit line in 2021 Proposal on the company’s provision of guarantee for external financing of holding subsidiaries in 2021, proposal on the company’s use of idle self owned funds for cash management, proposal on the renewal of domestic audit institutions and internal control audit institutions in 2021
