Securities code: Ja Solar Technology Co.Ltd(002459) securities abbreviation: Ja Solar Technology Co.Ltd(002459) Announcement No.: 2022064 Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Notice on convening the 2021 annual general meeting of shareholders
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.
The 33rd meeting of the 5th board of directors of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. (hereinafter referred to as “the company”) decided to convene the 2021 annual general meeting of shareholders (hereinafter referred to as “the meeting”), and the relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: 2021 annual general meeting of shareholders
(II) convener of the meeting: the 5th board of directors of the company
(III) the meeting was convened by the resolution of the 33rd meeting of the 5th board of directors of the company. The convening of the shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) date and time of the meeting
1. On site meeting time: 14:30, June 8, 2022
2. Online voting time: the specific time for online voting through the trading system of Shenzhen stock exchange is the trading time on June 8, 2022 (the day of the on-site shareholders’ meeting), i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The start time of online voting through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. on June 8, 2022 (the day of the on-site general meeting), and the end time is 3:00 p.m. on June 8, 2022 (the day of the end of the on-site general meeting).
(V) convening method of the meeting: the meeting adopts the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system, and shareholders can exercise their voting rights through the above system during online voting time.
(VI) equity registration date of the meeting: June 1, 2022
(VII) attendees
1. Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company.
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.
(VIII) venue of on-site meeting: conference room on the 8th floor, building 8, Nord center, yard 1, East Road of Automobile Museum, Fengtai District, Beijing.
2、 Matters considered at the meeting
(I) proposals considered at the meeting
Remarks on proposal preparation
The ticked column of proposal name can vote
100 total proposals: all proposals √
1.00 proposal on the work report of the board of directors in 2021 √
2.00 proposal on the work report of the board of supervisors in 2021 √
Proposal on financial report of 202300 √
4.00 proposal on 2021 annual report and 2021 annual report summary √
5.00 restrictions on cancellation of some stock options and repurchase of cancelled shares granted but not unlocked √
Proposal for controlling shares
6.00 about the company’s 2022 stock option and restricted stock incentive plan (Draft) and √
The motion of its summary
7.00 assessment on the implementation of 2022 stock option and restricted stock incentive plan of the company √
Proposal of the administrative measures of the people’s Republic of China
8.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive √
9.00 proposal on providing guarantee amount estimation for household photovoltaic terminal customers √
10.00 proposal on nominating candidates for non independent directors of the 5th board of directors √
11.00 amendment to the articles of association √
√ vote item by item
12.00 number of sub proposals on the amendment of some corporate governance systems as voting objects: 10
12.01 revise the management system for special storage and use of raised funds √
12.02 revise the rules of procedure of the general meeting of shareholders √
12.03 revise the rules of procedure of the board of directors √
12.04 revise the independent director system √
12.05 revise the related party transaction decision-making system √
12.06 revise the foreign investment management system √
12.07 revise the external guarantee management system √
12.08 revise the management system for preventing the occupation of funds by controlling shareholders and other related parties √
12.09 revise the entrusted financial management system √
12.10 revise the information disclosure management system √
13.00 adjustment of 2021 profit distribution plan and 2021 profit distribution and capital √
Proposal on the plan of converting provident fund into share capital
14.00 proposal on investment and construction of integrated production capacity of the company √
(II) proposal 12.01 has been deliberated and adopted at the 30th meeting of the 5th board of directors of the company; Proposals 13 and 14 have been deliberated and adopted at the 33rd meeting of the 5th board of directors of the company; Other proposals have been deliberated and adopted at the 32nd meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors of the company. See the company for details
Disclosed on cninfo.com.cn on March 23, 2022, April 30, 2022 and May 19, 2022 Announcement of resolutions of the 30th meeting of the 5th board of directors, announcement of resolutions of the 32nd meeting of the 5th board of directors, announcement of resolutions of the 21st Meeting of the 5th board of supervisors, announcement of resolutions of the 33rd meeting of the 5th board of directors and other relevant announcements.
(III) proposals 6, 7, 8, 9 and 11 are special resolutions of the general meeting of shareholders, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including their agents) attending the general meeting of shareholders.
(IV) according to the relevant provisions of the measures for the administration of equity incentive of listed companies, when a listed company holds a general meeting of shareholders to review the equity incentive plan, the independent directors of the listed company shall solicit voting rights from all shareholders of the company. Mr. Zhao Yuwen, the independent director of the company, as the collector, has collected voting rights from all shareholders of the company for the above proposal on equity incentive plan. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on May 19, 2022 Report on solicitation of independent directors’ power of attorney. The soliciter only solicits voting rights for the proposals related to equity incentive at the general meeting of shareholders. The solicited person or his agent can vote separately on the proposals without voting rights. If the solicited person or his agent does not vote separately, it will be deemed that he has waived his voting rights on the proposals without voting rights.
(V) the independent directors of the company will report on their duties at the general meeting of shareholders.
(VI) according to the requirements of the articles of association and the rules of procedure of the general meeting of shareholders, the votes of the above proposals will be counted and disclosed separately for the voting of small and medium-sized investors.
4、 Meeting registration and other matters
(I) registration method: on-site registration, registration by mail, letter or fax.
The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall register with a copy of the business license stamped with the official seal, the ID card of the legal representative and the securities account card of the legal person; If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the agent’s ID card, the copy of the business license stamped with the official seal, the power of attorney and the legal person’s securities account card;
If a natural person shareholder attends the meeting in person, he / she shall go through the registration formalities with his / her ID card and shareholder account card; If a natural person shareholder entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the agent’s ID card, power of attorney, the principal’s shareholder account card and the principal’s ID card.
(II) registration time: 9:30-11:30 a.m. and 1:30-5:00 p.m. on June 2, 2022 (non local shareholders can register by mail, letter or fax).
(III) registration and mailing address of letter: see the contact information of the general meeting of shareholders for details.
(IV) precautions: shareholders and shareholders’ agents attending the meeting should bring the original of relevant certificates to the meeting. (V) meeting contact information
Tel: 01063611960
Fax: 01063611980
Email: [email protected].
Address: Building 8, Nord center, yard 1, East Road of Automobile Museum, Fengtai District, Beijing
Postal Code: 100160
Contact: Yuan Haisheng
All expenses incurred by shareholders attending the meeting shall be borne by themselves.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
6、 Documents for future reference
Announcement on resolutions of the 30th meeting of the 5th board of directors (Announcement No.: 2022023)
Announcement on resolutions of the 32nd meeting of the 5th board of directors (Announcement No.: 2022034)
Announcement on resolutions of the 21st Meeting of the 5th board of supervisors (Announcement No.: 2022035)
Announcement on resolutions of the 33rd meeting of the 5th board of directors (Announcement No.: 2022060)
Board of directors of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
May 18, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation: the voting code is “362459”, and the voting abbreviation is “Jingao voting”. 2. Fill in the voting opinions or election votes
The proposals of this meeting are non cumulative voting proposals, and the voting opinions shall be filled in: agree, disagree and abstain. 3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on June 8, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Through deep
