Securities code: Western Metal Materials Co.Ltd(002149) securities abbreviation: Western Metal Materials Co.Ltd(002149) Announcement No.: 2022022 Western Metal Materials Co.Ltd(002149)
Announcement of resolutions of 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.
Special tips:
● there is no case of rejecting the proposal at this shareholders' meeting.
● this general meeting of shareholders does not involve changing the resolutions adopted at previous general meetings of shareholders.
● there is no proposal to add or change in this shareholders' meeting.
● the general meeting of shareholders is held by combining on-site voting and online voting.
● for the proposal of this shareholders' meeting, the votes of minority shareholders shall be counted separately.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. On site meeting time: 14:30 p.m. on Wednesday, May 18, 2022.
2. Online voting time: May 18, 2022.
Among them: 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 May 18, 2022; The specific time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 18, 2022.
3. Site meeting place: meeting room Western Metal Materials Co.Ltd(002149) 328, No. 15, west section of Xijin Road, Jingwei Industrial Park, economic development zone, Xi'an, Shaanxi Province;
4. Convener: the board of directors of the company;
5. Convening method: the shareholders' meeting adopts the combination of on-site voting and online voting;
6. Moderator: Mr. Ju Jianhui, chairman;
7. Some directors and supervisors of the company attended the meeting, and senior managers and witness lawyers attended the meeting as nonvoting delegates;
8. The convening and holding of the meeting shall comply with the company law, the rules for the general meeting of shareholders of listed companies, the rules for the listing of shares, the articles of association and other relevant provisions.
(II) attendance at the meeting
Overall attendance of shareholders: 22 shareholders voted on site and online, representing 186506842 shares, accounting for 382018% of the total shares of the company. Among them, there are 4 shareholders voting on site, representing 175076492 shares, accounting for 358606% of the total shares of the company. 18 shareholders voted online, representing 11430350 shares, accounting for 2.3413% of the total shares of the company.
Overall attendance of minority shareholders: 20 minority shareholders voted on site and online, representing 12146750 shares, accounting for 2.4880% of the total shares of the company. Among them, there are 2 minority shareholders voting on site, representing 716400 shares, accounting for 0.1467% of the total shares of the company. 18 minority shareholders voted online, representing 11430350 shares, accounting for 2.3413% of the total shares of the company.
No shareholder entrusted independent directors to vote.
2、 Consideration and voting of proposals
1. Deliberated and adopted the work report of the board of directors in 2021.
Independent directors made a report on their work in 2021 at the general meeting of shareholders.
Total voting: 186501242 shares were approved, accounting for 999970% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 2. Deliberated and adopted the work report of the board of supervisors in 2021.
Total voting: 186501242 shares were approved, accounting for 999970% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 3. Review and adopt the 2021 annual report and its summary.
Total voting: 186501242 shares were approved, accounting for 999970% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 4. Review and adopt the financial final accounts report of 2021.
Total voting: 186501242 shares were approved, accounting for 999970% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 5. Review and approve the profit distribution plan for 2021.
Total voting: 186501242 shares were approved, accounting for 999970% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 6. The proposal on the estimated amount of daily connected transactions in 2022 was considered and adopted.
The proposal involves related party transactions, and the shareholder Northwest Nonferrous Metals Research Institute avoided voting. The total number of valid voting shares of the proposal is 63596854.
Total voting: 63591254 shares were approved, accounting for 999912% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0088% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 7. The proposal on Authorizing the chairman of the board of directors to sign financing contracts with financial institutions and asset mortgage financing contracts was deliberated and adopted.
Total voting: 186501242 shares were approved, accounting for 999970% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 8. The proposal on providing guarantee for holding subsidiaries was deliberated and adopted.
Total voting: 185785442 shares were approved, accounting for 996132% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Against 721400 shares, accounting for 0.3868% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 11425350 shares agreed, accounting for 940610% of the shares held by minority shareholders attending the meeting; Against 721400 shares, accounting for 5.9390% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
9. Review and adopt the financial budget report for 2022.
Total voting: 185785442 shares were approved, accounting for 996132% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Against 721400 shares, accounting for 0.3868% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
The number of small and medium-sized shareholders attending the meeting: 1140650% of the total voting shares held by small and medium-sized shareholders; Against 721400 shares, accounting for 5.9390% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
10. Deliberated and adopted the proposal on renewing the appointment of audit institutions in 2022.
Total voting: 186501242 shares were approved, accounting for 999970% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; 5600 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by shareholders attending the general meeting of shareholders.
Total voting of minority shareholders: 12141150 shares were approved, accounting for 999539% of the shares held by minority shareholders attending the meeting; 5600 shares opposed, accounting for 0.0461% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting. 3、 Report of independent directors
In this shareholders' meeting, Mr. Guo Bin, an independent director, reported to the shareholders' meeting on behalf of the four independent directors of the company. The report reports on the number of independent directors attending the board of directors and shareholders' meeting, expressing independent opinions, daily work and protecting the legitimate rights and interests of public shareholders in 2021. The full text of the work report of the independent directors in 2021 was published on the designated website of the company's information disclosure on April 14, 2022（ http://www.cn.info.com.cn. ）。
4、 Legal opinions issued by lawyers
Lawyer Chen Siyi and Lawyer Liu ruiquan of Guohao law firm (Xi'an) attended the shareholders' meeting and issued a legal opinion on the shareholders' meeting. They believed that the convening and convening procedures of the shareholders' meeting were in line with the provisions of the company law, the securities law, the rules of shareholders' meeting and other laws, administrative regulations, normative documents and the articles of Association; The qualifications of the participants and convener of the meeting are legal and valid; The voting procedures and results of this meeting are legal and valid.
5、 Documents for future reference
1. Western Metal Materials Co.Ltd(002149) 2021 annual general meeting resolution;
2. Legal opinion on Western Metal Materials Co.Ltd(002149) 2021 annual general meeting of shareholders issued by Guohao law firm (Xi'an).
It is hereby announced
Western Metal Materials Co.Ltd(002149) board of directors
May 19, 2022
