Securities code: Zhongxing Tianheng Energy Technology (Beijing)Co.Ltd(600856) securities abbreviation: ST Zhongtian Announcement No.: 2022084 ZTE Tianheng energy technology (Beijing) Co., Ltd
Announcement on adding temporary proposals to the 2021 annual general meeting of shareholders
And supplementary notice of 2021 annual general meeting of shareholders (II)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Relevant information of the general meeting of shareholders 1 Type and session of the general meeting of shareholders: 2021 annual general meeting of shareholders
2. Date of shareholders’ meeting: May 30, 2022
3. Equity registration date
Stock category Stock Code Stock abbreviation equity registration date
A share Zhongxing Tianheng Energy Technology (Beijing)Co.Ltd(600856) ST Zhongtian 2022 / 5 / 19
2、 Add information note of interim proposal 1 Proposer: Bohai International Trust Co., Ltd. – Bohai trust · henglifeng No. 201 collective fund trust plan, Chengsen Group Co., Ltd. 2 Description of proposal procedure
The company has announced the notice of holding the 2021 annual general meeting on April 30, 2022 and the announcement on adding temporary proposals to the 2021 annual general meeting and the supplementary notice of the 2021 annual general meeting on May 6, 2022. The shareholder Bohai International Trust Co., Ltd. – Bohai trust · henglifeng No. 201 collective fund trust plan, which separately holds 3.82% shares, put forward an interim proposal on May 18, 2022 and submitted it in writing to the convener of the general meeting of shareholders on May 19; Chengsen Group Co., Ltd., a shareholder holding 11.17% of the voting rights alone, put forward an interim proposal on May 19, 2022 and submitted it in writing to the convener of the general meeting of shareholders. The convener of the general meeting of shareholders is hereby announced in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
3. Specific contents of the interim proposal
According to the relevant provisions of the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies and the articles of association of ZTE Tianheng energy technology (Beijing) Co., Ltd., shareholders who individually or jointly hold more than 3% of the shares of ZTE Tianheng energy technology (Beijing) Co., Ltd. (hereinafter referred to as “listed company” or “company”) may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting.
1) As of the issuance date of this notice, the “Bohai International Trust Co., Ltd. – Bohai trust · henglifeng No. 201 collective fund trust plan” (hereinafter referred to as “the company”) managed by Bohai International Trust Co., Ltd. holds 52222222 circulating shares of the listed company, accounting for 3.82% of the total share capital of the company.
Since the 10th board of directors of the company has expired on March 28, 2022, and no new members of the board of directors have been elected so far, in order to standardize corporate governance, ensure the normal performance of the board of directors, and fully consider the interests and future development of the company, the company requests the board of directors to submit the proposal attached to this notice to the 2021 annual general meeting of shareholders of the company for deliberation.
Proposal: proposal on electing Mr. Li Minggang as a non independent director of the 11th board of directors of the company
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws and regulations and the relevant provisions of the articles of association of ZTE Tianheng energy technology (Beijing) Co., Ltd. (hereinafter referred to as the “articles of association”), The “Bohai International Trust Co., Ltd. – Bohai trust · henglifeng No. 201 collective fund trust plan” managed by Bohai International Trust Co., Ltd. as a shareholder holding more than 3% of the shares of the company, nominated Mr. Li Minggang as a candidate for non independent directors of the 11th board of directors of the company.
In view of the expiration of the term of office of the 10th board of directors of the company, according to the relevant provisions of the company law and the articles of association, the company plans to conduct a general election of the board of directors in accordance with relevant legal procedures. Mr. Li Minggang meets the requirements of relevant laws and regulations and the articles of Association for the qualification of non independent directors, and now puts forward a proposal to elect Mr. Li Minggang as a non independent director of the 11th board of directors of the company to the general meeting of shareholders.
Resume:
Mr. Li Minggang: Chinese nationality, without permanent residency abroad, CPC member, born in 1975, doctor. He once worked in China Huarong Asset Management Co., Ltd. He is now the senior deputy manager of Huarong Capital Management Co., Ltd.
2) As of the date of this letter, Chengsen Group Co., Ltd. holds 11.17% of the voting rights corresponding to 152623 million shares of the company and is the controlling shareholder of the company.
In view of the fact that Qingdao Energy Group Co., Ltd. has been submitted to the board of directors for consideration of the “reorganization of the wholly-owned subsidiary of Qingdao Energy Group Co., Ltd. in 2021, and the” reorganization of the wholly-owned subsidiary of Qingdao Energy Group Co., Ltd. has been fully considered by the board of directors “and the” reorganization of the wholly-owned subsidiary of Qingdao Energy Group Co., Ltd. has been submitted to the court for consideration in accordance with the following premise:
Proposal 1: proposal on the proposed change of the company’s registered address and company name
According to the needs of the company’s development, the company plans to change its original registered address from “floor 7, block W2, No. 1, East Chang’an Street, Beijing” to “floor 1-2, building 8, building 31, No. 1680, West jiuliukuang village, Longshan office, Jimo District, Qingdao, Shandong Province”, and change its name to “Shandong ZTE Tianheng Energy Co., Ltd. (the final address and name shall be subject to industrial and commercial registration), At the same time, the general meeting of shareholders shall be requested to authorize the management of the company to go through the procedures of industrial and commercial change registration and filing of the company.
Proposal 2: proposal on Amending the articles of Association
As the registered address and full name of the company are to be changed, it is proposed to amend some provisions of the articles of association as follows:
Before and after revision
Article 1 in order to safeguard the legitimate rights and interests of ZTE Tianheng energy technology (North Article 1 is to safeguard the legitimate rights and interests of Shandong ZTE Tianheng Energy Co., Ltd. (Beijing) Co., Ltd. (hereinafter referred to as the “company”), joint stock company (hereinafter referred to as the “company”), shareholders and creditors, standardize the legitimate rights and interests of the company’s members, and standardize the organization, conduct and behavior of the company, In accordance with the company law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant provisions, the articles of association are formulated. The articles of association are formulated.
Article 4 company name: Article 4 company name:
Full Chinese Name: ZTE Tianheng energy technology (Beijing) full Chinese Name: Shandong ZTE Tianheng Energy Co., Ltd. full English Name: Shandong Zhongxing full English Name: Zhongxing Tianheng energy Tianheng Energy Co., Ltd
Technology (Beijing) Co., Ltd. Article 5 company address: 1 East Chang’an Street, Beijing article 5 company address: 7 / F, block W2, Jimo, Qingdao, Shandong Province; Postal Code: 100738.
1-2 floors, 8 households, building 31, No. 1680, West jiuliukuang village, Longshan District Office; Postal Code: 266000.
The final revision of the above part shall be subject to the industrial and commercial registration.
3、 In addition to the above additional temporary proposals, the notice of the general meeting of shareholders announced on April 30, 2022 and the announcement of additional temporary proposals announced on May 6, 2022 and the Supplementary Circular of the 2021 annual general meeting of shareholders remain unchanged. 4、 Relevant information of the general meeting of shareholders after the addition of interim proposals. （1） Date, time and place of site meeting
Date and time: 14:00 on May 30, 2022
Venue: online voting system, starting and ending date and voting time on the 27th floor (II) of Wangjing China brocade, Chaoyang District, Beijing. Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from May 30, 2022
To May 30, 2022
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. （3） Equity registration date
The equity registration date of the original notice of the general meeting of shareholders remains unchanged. （4） Proposal and voting type of shareholders’ meeting
Voting shareholder type serial number proposal name A-share shareholder
Non cumulative voting motion
1 proposal on the work report of the board of directors in 2021 √
2. Proposal on the company’s 2021 annual report and summary √
3 proposal on the company’s 2021 annual financial statement √
4 proposal on the company’s profit distribution plan for 2021 √
5 proposal on the work report of the company’s independent directors in 2021 √
6 special √ on the deposit and actual use of the company’s raised funds in 2021
Report proposal
7. Proposal on the remuneration plan of the company’s supervisors in 2022 √
8 proposal on the work report of the board of supervisors in 2021 √
9.00 proposal on the general election of the board of directors upon expiration √
9.01 elect Mr. Xu Yitian as an independent director of the 11th board of directors √
9.02 elect Mr. Liu Zhen as the independent director of the 11th board of directors of the company √
9.03 election of Ms. Zhang Yehua as an independent director of the 11th board of directors √
9.04 elect Mr. Lei pengguo as a non independent director of the 11th board of directors √
9.05 elect Mr. Lin Da Ying as a non independent director of the 11th board of directors of the company √
9.06 elect Mr. Liu daogui as a non independent director of the 11th board of directors √
9.07 elect Mr. Zhang Tao as a non independent director of the 11th board of directors √
9.08 elect Mr. Li Wentao as a non independent director of the 11th board of directors √
9.09 election of Ms. Wang shaonan as a non independent director of the company √
10.00 proposal on the election of the board of supervisors at the expiration of the term √
10.01 elect Mr. Deng Yuanjun as the supervisor of the 11th board of supervisors √
10.02 elect Mr. Hu Wenbo as the supervisor of the 11th board of supervisors √
11. Election of Mr. Li Minggang as a non independent director of the 11th board of directors √
Motion
12 proposal on the proposed change of the company’s registered address and company name √
13. Proposal on Amending the articles of association √
1. Time and media of disclosure of each proposal
Proposals 1 to 8 have been deliberated and adopted at the 50th meeting of the 10th board of directors of the company. For details, the company published them in Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 30, 2022 Announcement.
For details of proposals 9 and 10, please refer to the information of 2021 annual general meeting of shareholders disclosed by the company on May 6, 2022.
See this announcement for details of motions 11, 12 and 13.
2. Special resolution proposal: 133. Proposal on separate vote counting for small and medium-sized investors: 4, 6, 9, 10, 114. Proposal on avoidance of voting by related shareholders: none
Name of related shareholders who should avoid voting: none 5. Proposals involving preferred shareholders’ participation in voting: None
It is hereby announced.
The board of directors of ZTE Tianheng energy technology (Beijing) Co., Ltd. reported on May 20, 2022 for filing (I) written letter of shareholders submitting temporary proposal and proposal content Annex 1: power of attorney
Annex 1:
Power of attorney
ZTE Tianheng Energy Department
