Securities code: Yunnan Xiyi Industrial Co.Ltd(002265) securities abbreviation: Yunnan Xiyi Industrial Co.Ltd(002265) Announcement No.: 2022030 Yunnan Xiyi Industrial Co.Ltd(002265)
Notice on convening the first 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.
According to the resolution of the second extraordinary board of directors of Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as “the company”) in 2022, the company decided to hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Thursday, June 9, 2022 in the conference room of the company. The relevant matters are hereby notified as follows: I. Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener: Board of directors
3. Legality and compliance of the meeting: the proposal for convening this general meeting of shareholders has been deliberated and adopted by the second interim Board of directors of the company in 2022, which is in line with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time:
On site meeting time: 14:00 PM, June 9, 2022
Online voting time: June 9, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on June 9, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on June 9, 2022.
5. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting.
The general meeting of shareholders will provide the shareholders of the company with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The shareholders of the company can exercise their voting rights through the above system during the online voting time. Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Thursday, February 2026
7. Attendee
(1) As of the closing of the afternoon of the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The shareholder agent 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.
8. Meeting place
Conference room of the company in Haikou Town, Xishan District, Kunming City, Yunnan Province. 2、 Matters considered at the meeting
1. The proposals considered at this meeting have been considered and approved by the company’s first interim board meeting in 2022, the first interim board meeting in 2022, the second interim board meeting in 2022 and the second interim board meeting in 2022. The independent directors have issued their prior approval opinions and agreed independent opinions on relevant proposals. The list of proposals considered at this meeting is as follows:
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 about the company’s compliance with issuing shares and paying cash to purchase assets and raising supporting √
Proposal on conditions of fund matters
Number of sub proposals on the proposal of the company issuing shares, paying cash to purchase assets and raising supporting funds √ as the voting object of the 2.00 plan (to be voted item by item): (23)
2.01 overall plan of this reorganization √
Details of issuing shares and paying cash to purchase assets
2.02 type, par value and listing place of issued shares √
2.03 issuance method and object √
2.04 pricing base date √
2.05 issue price √
2.06 issue quantity √
2.07 lock up period arrangement √
2.08 profit and loss during transition period √
2.09 arrangement of accumulated undistributed profits √
Specific conditions of raising supporting funds
2.10 type, par value and listing place of issued shares √
2.11 issuance method and object √
2.12 pricing base date √
2.13 issue price √
2.14 issue quantity √
2.15 regular lock arrangement √
2.16 purpose of raised matching funds √
Performance commitment compensation arrangement
2.17 performance commitment period √
2.18 evaluation and transaction price of performance commitment assets √
2.19 profit forecast and profit commitment √
2.20 determination of realized net profit √
2.21 profit forecast compensation arrangement √
2.22 impairment test compensation arrangement √
2.23 validity period of this reorganization resolution √
3.00 proposal on the company’s issuance of shares, payment of cash to purchase assets and raising matching √ funds to form related party transactions
4.00 proposal on issuing shares, paying cash to purchase assets and raising matching funds √ constitute major asset restructuring
About Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash purchase
5.00 proposal on the report (Draft) (revised √ draft) on asset purchase and raising supporting funds and related party transactions and its summary
6.00 proposal on the company signing the agreement on issuing shares and paying cash to purchase √ assets with conditional effect
7.00 √ proposal for the company to sign the performance commitment and compensation agreement with conditional effect
8.00 proposal on the company signing the supplementary agreement of performance commitment and compensation agreement √
9.00 proposal on confirming the relevant audit report (updating financial data), √ review report (updating financial data) and asset evaluation report of the company in this transaction
10.00 proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance of the appraiser’s √ method to the appraisal purpose, and the fairness of the appraisal pricing
11.00 proposal on the analysis of diluted immediate return of this transaction, filling measures and relevant commitments
12.00 proposal on the company’s transaction meeting the provisions of Articles 11 and 43 of the law on the administration of major asset restructuring of listed companies
13.00 proposal on the compliance of the company’s transaction with Article 4 of the provisions on regulating √ several issues of major asset restructuring of listed companies
As for the relevant subjects of this transaction, there is no basis for
14.00 No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies √ Article 13 shall not participate in the discussion of any major asset restructuring of listed companies
case
15.00 proposal on the explanation that the fluctuation of the company’s stock price does not meet the relevant standards in Article 5 of the notice on regulating the disclosure of information of listed companies and the behavior of relevant parties
16.00 proposal that this transaction does not constitute the situation specified in Article 13 of the measures for the administration of major asset restructuring of listed companies
17.00 proposal on the completeness and compliance of the company’s legal procedures for this transaction and the effectiveness of √ legal documents submitted
18.00 proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to the issuance of √ shares and the payment of cash to purchase assets and raise supporting funds
19.00 proposal on shareholder return planning of the company in the next three years (20222024) √
2. For details of the proposals of this shareholders’ meeting, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) published on April 26, 2022 The announcement on the resolution of the first interim board meeting in 2022, the announcement on the resolution of the first interim board meeting in 2022 and other relevant announcements, as well as those published in China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN) on May 24, 2022 Announcement on the resolution of the second interim board meeting in 2022, announcement on the resolution of the second interim board meeting in 2022 and other relevant announcements.
3. The above proposals 1 to 18 are related to the withdrawal of related shareholders from voting.
4. The votes of small and medium-sized investors will be counted separately in this shareholders’ meeting. Please actively participate in it. 3、 Meeting registration method
1. Registration method:
(1) Natural person shareholders must have their own ID card and
