Securities code: Shanghai Nenghui Technology Co.Ltd(301046) securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2022044 Shanghai Nenghui Technology Co.Ltd(301046)
Notice on convening the second extraordinary general meeting of shareholders in 2022
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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the board of directors of the company.
The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 26th meeting of the second board of directors of the company, and it was decided to convene this general meeting of shareholders.
3. Legality and compliance of the meeting: the convening and holding of the general meeting of shareholders comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:30, June 6, 2022 (Monday).
(2) Online voting time: Monday, June 6, 2022
① 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 June 6, 2022;
② Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time of voting is any time from 9:15 to 15:00 on June 6, 2022.
5. Convening method of the meeting: the combination of on-site voting and online voting is adopted.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney.
(2) Online voting: the company will vote through the Shenzhen stock exchange trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time.
Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting for the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: Monday, May 30, 2022.
7. Attendees:
(1) As of the afternoon closing of Monday, May 30, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend and vote at the shareholders’ meeting. A shareholder who is unable to attend the on-site meeting in person for some reason may entrust a proxy in writing to attend the meeting and participate in the voting (the proxy 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) Witness lawyer 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: Room 305, building 2, Lane 288, Tongxie Road, Changning District, Shanghai. 2、 Matters considered at the meeting
Table 1: proposal code of this shareholders’ meeting
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 on the issue of convertible corporate bonds by the company to unspecified objects √
Proposal on conditions of bonds
2.00 number of sub proposals to be voted on item by item in the proposal on issuing convertible corporate bonds to unspecified objects: (21)
2.01 types of securities issued √
2.02 issuance scale √
2.03 face value and issue price √
2.04 bond term √
2.05 coupon rate √
2.06 term and method of repayment of principal and interest √
2.07 conversion period √
2.08 determination and adjustment of share conversion price √
2.09 how to determine the number of shares converted and the amount of less than one share at the time of conversion √
Rational method
2.10 downward correction clause of share conversion price √
2.11 redemption terms √
2.12 resale terms √
2.13 dividend distribution after share conversion √
2.14 issuance method and object √
2.15 arrangement for placing to original shareholders √
2.16 matters related to bondholders’ meeting √
2.17 purpose of the raised funds √
2.18 special deposit account for raised funds √
2.19 bond guarantee √
2.20 rating matters √
2.21 validity period of this issuance plan √
3.00 advance notice on the issuance of convertible corporate bonds by the company to unspecified objects √
Proposal of the motion
4.00 on the issuance of convertible corporate bonds by the company to unspecified objects √
Proposal of case demonstration and Analysis Report
5.00 on the raising of convertible corporate bonds issued by the company to unspecified objects √
Proposal on feasibility analysis report on the use of raised funds
6.00 share of convertible corporate bonds issued by the company to unspecified objects √
Thin immediate return, measures to fill immediate return and commitments of relevant entities
Proposal
7.00 return of shareholders’ dividends in the next three years (20222024)
Proposal for planning
8.00 discussion on the meeting rules of bondholders of convertible companies √
Case
9.00 proposal on the report on the use of the company’s previously raised funds √
10.00 proposal for the general meeting of shareholders to authorize the board of directors and its authorized persons √
Have the right to handle this issuance of convertible corporate bonds to unspecified objects
Proposal on corporate matters
11.00 discussion on Amending the articles of association and handling industrial and commercial change registration √
Case
Proposal 1.00-11.00 has been deliberated and approved at the 26th meeting of the second board of directors and proposal 1.00-9.00 has been deliberated and approved at the 16th meeting of the second board of supervisors. For details, please refer to the company’s website on May 20, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
The above proposals are special resolutions of the general meeting of shareholders, which shall be adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The above proposals are major issues affecting the interests of small and medium-sized investors. The company will count and disclose the voting results of small and medium-sized investors separately. 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、 Meeting registration and other matters
1. Registration method
(1) Registration of natural person shareholders: if natural person shareholders attend the meeting in person, they shall register with the shareholder ID card, valid shareholding certificate and the registration form of shareholders attending the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “shareholder registration form”) (see Annex III for details); If the agent is entrusted to attend, the agent shall also show his ID card and power of attorney (see Annex II for details) for registration.
(2) Registration of legal person shareholders: if the legal representative of legal person shareholders is present, the registration shall be handled on the strength of his / her ID card, identity certificate of legal representative, copy of business license of legal person unit (with official seal), valid shareholding certificate and shareholder registration form; If the legal person shareholder entrusts an agent to attend, the agent shall also show his ID card and the power of attorney issued by the legal representative of the legal person shareholder unit according to law.
(3) Registration of non local shareholders: it can be registered by letter or fax. Shareholders should carefully fill in the shareholder registration form for registration confirmation. The letter or fax should be delivered or faxed to the office of the board of directors of the company before 16:00 on Monday, April 28, 2022, and confirmed by telephone. At the same time, please indicate the words “the second extraordinary general meeting of shareholders in 2022” on the letter or fax. When attending the on-site meeting, the original of the above materials shall be brought to the general meeting of shareholders.
(4) The general meeting of shareholders will not accept telephone registration.
2. Registration time: Tuesday, May 31, 2022, 9:00-11:30, 14:00-16:00.
3. Place of registration: the office of the board of directors of the company, Room 305, building 2, Lane 288, Tongxie Road, Changning District, Shanghai. 4. Precautions: shareholders and shareholders’ agents attending the on-site meeting must arrive at the meeting place half an hour before the start of the meeting, bring their identity certificate, valid shareholding certificate, original power of attorney, and show their travel code and Health Code Green code.
5. Meeting contact information
Contact address: Room 305, building 2, Lane 288, Tongxie Road, Changning District, Shanghai
Email: [email protected].
Fax: 02150896256
Postal Code: 200335
Contact: Luo Lianming
6. Meeting expenses: the shareholders’ meeting is expected to last half a day, and all expenses of the shareholders or agents attending the meeting shall be borne by themselves. 4、 Specific operation process of participating in online voting
The general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Vote. See Annex I for the specific operation process of online voting.
5、 Documents for future reference
1. Second session
