Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022061 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Notice on convening the second extraordinary general meeting 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.
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” or “the company”) the 22nd Meeting of the Fifth Board of directors was held on May 23, 2022. The meeting decided to hold the second extraordinary general meeting of shareholders in 2022 on Wednesday, June 8, 2022. Now the relevant matters of the general meeting of shareholders are announced as follows:
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
3. The convening of this general meeting of shareholders complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, administrative regulations, departmental rules, normative documents, the business rules of Shenzhen Stock Exchange and the articles of association.
4. Meeting time:
(1) On site meeting time: 14:00, Wednesday, June 8, 2022
(2) Online voting time: June 8, 2022
Among them, through the trading system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on June 8, 2022; Through the Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）The specific time for online voting is any time from 9:15 to 15:00 on June 8, 2022.
5. Meeting method: the shareholders’ meeting is held by combining on-site voting and online voting.
The company will use the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can exercise their voting rights through the above system during the online voting time.
Way of attending the general meeting of shareholders: shareholders of the company can only choose one of on-site voting, voting in the trading system of Shenzhen Stock Exchange and voting in the Internet system of Shenzhen Stock Exchange. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: June 1, 2022
7. Meeting attendees
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
At 15:00 p.m. on June 1, 2022, when the stock market closes, all ordinary 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 general meeting of shareholders by means of this notice; A shareholder who cannot attend the on-site meeting in person may entrust a proxy in writing to attend the meeting and vote (the proxy need not be a shareholder of the company, and the power of attorney is detailed in Annex I), or participate in online voting during online voting time;
(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.
8. Venue of the on-site meeting: company conference room, 4th floor, block a, wanliuyicheng center, No. 11, Changchun Bridge Road, Haidian District, Beijing
2、 Matters considered at the 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 proposal on the company’s eligibility for non-public offering of shares √
2.00 proposal on the company’s 2022 non-public stock development plan-
2.01 type and par value of issued shares √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 issue price and pricing principle √
2.05 issue quantity √
2.06 restricted period √
2.07 total amount and purpose of raised funds √
2.08 accumulated profit arrangement before this issuance √
2.09 place of listing √
2.10 validity period of the resolution on the issuance of shares √
3.00 discussion on the company’s plan for non-public offering of shares in 2022 √
Case
4.00 √ of the special report on the use of the company’s previously raised funds
Proposal
5.00 on the operation of funds raised by non-public offering of shares in 2022 √
Proposal of using the feasibility analysis report
On diluting the immediate return of non-public offering of shares and taking measures to fill √
6.00 main commitments and relevant measures
7.00 return of shareholders’ dividends in the next three years (20222024)
Proposal for reporting to the planning department
8.00 proposal for the general meeting of shareholders to authorize the board of directors and its authorized persons to handle √
Proposal on matters related to this non-public offering of shares
9.00 proposal on Amending the company’s measures for the management of raised funds √
1. The above proposal has been deliberated and approved at the 22nd Meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors of the company. For details, please refer to China Securities Journal, securities times and cninfo.com on May 23, 2022（ http://www.cn.info.com.cn. ）Company announcements on.
2. Motion 2 needs to be voted on item by item.
3. Proposal 9 is a matter of ordinary resolution.
4. Proposals 1 to 8 are special resolutions, 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.
5. All proposals are counted separately for small and medium-sized investors.
3、 Meeting registration and other matters
1. Registration time: June 6, 2022 (9:00-11:30, 13:30-16:30)
2. Registration place: Sinomine Resource Group Co.Ltd(002738) Securities Affairs Department
3. Registration method
(1) Natural person shareholders must register with their ID card and shareholder account card;
(2) Legal person shareholders shall register with a copy of business license (with official seal), power of attorney of legal representative, shareholder account card and ID card of attendees; If the legal representative of a legal person shareholder attends in person, he / she shall register with his / her ID card, copy of business license (with official seal), certificate of legal representative and shareholder account card. (3) The entrusted agent shall register with his ID card, power of attorney, ID card of the principal and shareholder account card;
(4) Non local shareholders can register by written letter, e-mail or fax with the above relevant certificates.
The deadline for registration by written letter, e-mail or fax to the Securities Department of the company is 16:30, June 6, 2022.
Address for delivery of written letter: Sinomine Resource Group Co.Ltd(002738) securities affairs department, 5 / F, block a, wanliuyicheng center, No. 11, Changchun Bridge Road, Haidian District, Beijing. Please indicate the words ” Sinomine Resource Group Co.Ltd(002738) 2022 second extraordinary general meeting of shareholders” on the letter.
Post code: 100089
Fax No.: 01058815521
e-mail address: [email protected].
See Annex I for the format of power of attorney.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders of the company can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex II for the operation process of online voting.
5、 Other matters
1. The duration of the meeting is half a day, and the shareholders attending the meeting shall bear their own accommodation and transportation expenses.
2. Meeting contact information
Contact: Huang Renjing, Wang Shanyi
Tel.: 01058815527
Fax: 01058815521
Contact email: [email protected].
Contact address: 5 / F, block a, wanliuyicheng center, No. 11, Changchun Bridge Road, Haidian District, Beijing
Postal Code: 100089
3. Please arrive at the venue 10 minutes in advance. 6、 Documents for future reference 1. Resolutions of the 22nd Meeting of the 5th board of directors of the company. 2. Resolution of the 18th meeting of the 5th board of supervisors of the company. It is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors may 23, 2022 Annex I:
Power of attorney
I hereby entrust Mr. / Ms. to attend the second extraordinary general meeting of shareholders in Sinomine Resource Group Co.Ltd(002738) 2022 on behalf of me / my company and vote on the following proposals on behalf of me / my company according to the following entrustment wishes. If the trustor fails to give specific instructions on the exercise of voting rights, the trustee may vote for or against a proposal or abstain in such manner as it deems appropriate.
remarks
Proposal code the ticked column of proposal name agrees to vote against abstention
General proposal: all proposals except cumulative voting proposal
100 √
proposal
Non cumulative voting proposal
Article √ on the company’s compliance with non-public offering of shares
1.00 proposals
2.00 non public offering of the company in 2022-
Proposal on stock scheme
2.01 type and par value of issued shares √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 issue price and pricing principle √
2.05 issue quantity √
2.06 restricted period √
2.07 total amount and purpose of raised funds
