Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: 000541 (A shares) 200541 (B shares)
Announcement No.: 2022-007
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Important tips
1. The shareholders’ meeting did not veto the proposal.
2. The meeting did not involve the change of the resolution of the previous general meeting of shareholders.
2、 Meetings held
1. Meeting time
(1) On site meeting time: 14:45 PM, January 18, 2022
(2) Date and time of online voting: January 18, 2022
Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on January 18, 2022.
The time for 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 January 18, 2022.
2. Venue of the on-site meeting: conference room, 5th floor, office building, No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province
3. Meeting mode: the combination of on-site voting and online voting
4. Convener: Board of directors
5. Moderator: Mr. Wu Shenghui, chairman of the company, was on a temporary business trip, and Mr. Zhuang Jianyi, vice chairman of the company, was in Hong Kong. Affected by the covid-19 pneumonia epidemic, he could not attend the meeting on site. After being elected by more than half of the directors on site, Mr. Lei Zihe, director, presided over the shareholders’ meeting.
6. Attendance or non voting: 7 directors, 4 supervisors, 6 senior managers and lawyers of the company attended or attended the general meeting of shareholders.
7. The meeting was held in accordance with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the meeting was legal and effective.
3、 Attendance at meetings
1. Overall attendance
A total of 37 shareholders and their proxies attended the meeting, representing 586617103 shares, Accounting for 43.49% of the total voting shares of the company (as of the equity registration date, the total share capital of the company is 1399346154 shares, including 31952995 A shares and 18398512 B shares in the company’s special repurchase account, totaling 50351507 shares. These repurchased shares do not enjoy voting rights, so the total number of voting rights enjoyed at this shareholders’ meeting is 1348994647 shares), Among them, 14 shareholders and shareholder agents attended the on-site meeting, representing 425875896 shares, accounting for 31.57% of the voting shares of the listed company. 23 shareholders voted through the Internet, representing 160741207 shares, accounting for 11.92% of the voting shares of the listed company.
2. Attendance of A-share shareholders
32 A-share shareholders and their proxies attended the meeting, representing 546645425 shares, Accounting for 52.29% of the voting shares of the company’s A-share shareholders (the total share capital of the company’s A-share on the registration date is 1077274404 shares, including 31952995 shares in the company’s special repurchase account. These repurchased shares do not enjoy voting rights, so the total number of A-share voting rights enjoyed at this shareholders’ meeting is 1045321409). Among them, 12 shareholders and shareholder agents attending the on-site meeting represent 38.06% of 397858383 voting shares; There are 20 shareholders and shareholders’ agents voting through the Internet, representing 1487042 shares, accounting for 14.23% of the voting shares of A-share shareholders of the company.
3. Attendance of B-share shareholders
Five B-share shareholders and their proxies attended the meeting, representing 39971678 shares, Accounting for 13.16% of the voting shares of the company’s B-share shareholders (as of the equity registration date, the total share capital of the company’s B-share is 322071750 shares, including 18398512 shares in the company’s special repurchase account, and these repurchased shares do not enjoy the voting right. Therefore, the total number of voting shares of B-share in this general meeting is 303673238). Among them, there were 2 Shareholders and shareholder agents attending the on-site meeting, representing 28017513 shares, accounting for 9.23% of the voting shares of the company’s B-share shareholders; There are 3 shareholders and shareholders’ agents voting through the Internet, representing 11954165 shares, accounting for 3.94% of the voting shares of the company’s B-share shareholders.
4. Attendance of minority shareholders
A total of 24 minority shareholders and shareholders’ agents (excluding directors, supervisors, senior managers, shareholders individually or jointly holding more than 5% of the company’s shares and shareholders acting in concert with shareholders holding more than 5% of the company’s shares) attended the meeting, representing 7498780 shares, accounting for 0.56% of the company’s total voting shares.
4、 Deliberation and voting of proposals
The meeting considered and adopted the following proposals by combining on-site voting and online voting:
The shareholders of the company attending this general meeting include Guangdong Guangsheng Holding Group Co., Ltd., Guangdong Electronic Information Industry Group Co., Ltd., Hong Kong Huasheng Holding Co., Ltd., Guangsheng Investment Development Co., Ltd Youchang lighting equipment Co., Ltd. and Mr. Zhuang Jianyi avoided voting on the first proposal in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the articles of association. The number of shares represented by the above shareholders 578642192 shares was not included in the total number of voting shares.
Name and category of proposal: agree, oppose and abstain
Number of shares proportion of shares proportion of shares
1. About the estimated overall 6638081 83.24% 1336830 16.76% 0.00% daily A shares in 2022 4098332 76.05% 1290662 23.95% 0.00%
B shares of related party transactions 2539749 98.21% 46168 1.79% 0.00%
Small and medium-sized investment 6161950 82.17% 1336830 17.83% 0.00% investors
Name and category of proposal: agree, oppose and abstain
Number of shares proportion of shares proportion of shares
Overall 585275785 99.77% 1341318 0.23% 0.00%
2. About the adjustment of independent A shares 545354763 99.76% 1290662 0.24% 0.00%
B shares of legislative director’s allowance 39921022 99.87% 50656 0.13% 0.00%
Proposal for small and medium-sized investment 6157462 82.11% 1341318 17.89% 0.00% investors
Name and category of proposal: agree, oppose and abstain
Number of shares proportion of shares proportion of shares
3. About abolishing the company as a whole 585571403 99.82% 1045700 0 0.18% 0.00%
The establishment of the incentive system of 99.82% 999532 0.18% 0.00% grade A shares and 39925510 99.88% 46168 0.12% 0.00% grade B shares of Zhonggao A shares
The sponsor of the implementation plan is 6453080 86.06% 1045700 13.94% 0.00%
Name and category of proposal: agree, oppose and abstain
Proportion of shares proportion of shares proportion of shares
4、 Proposal on by election of 585405405403 99.79% 1211700 0.21% 0.00% A-Shares of the ninth board of supervisors 54545479893 99.79% 1165532 0.21% 0.00% B shares of non employee supervisors 39925510 99.88% 46168 0.12% 0.00% small and medium-sized investment 6287080 83.84% 1211700 16.16% 0.00% Capitalist
All the above proposals were voted on.
5、 Legal opinions issued by lawyers
1. Name of law firm: Guangdong Jinqiao Baixin (Foshan) law firm
2. Name of Lawyer: Dai Qin, Duan LAN
3. Conclusion: the lawyer of the firm believes that the convening and convening of the general meeting of shareholders of the company
Procedures, qualifications of the personnel attending the general meeting of shareholders and the convener, and voting of the general meeting of shareholders
The procedures, voting results and other related matters comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions of this shareholders’ meeting are legal and effective.
6、 Documents for future reference
1. Resolutions of the general meeting of shareholders;
2. Legal opinion issued by Guangdong Jinqiao Baixin (Foshan) law firm.
Foshan Electrical And Lighting Co.Ltd(000541) board of directors
January 18, 2022
