Dongguan Development (Holdings) Co.Ltd(000828) the first extraordinary general meeting of shareholders in 2022
Conference materials
February 8, 2022
Procedures for convening the first extraordinary general meeting of shareholders in 2022
Meeting time: 14:50 p.m. on Tuesday, February 8, 2022
Meeting place: meeting room on the third floor of Dongguan Shenzhen Expressway Company Limited(600548) highway management center, Liaobu Town, Dongguan. Voting method: combination of on-site voting and online voting. Meeting host: Chairman, Mr. Wang chongen. Participants: shareholders and shareholder agents, directors and supervisors of the seventh board of directors, candidates for directors of the eighth board of directors, candidates for supervisors of the eighth board of supervisors, Secretary of the board of directors Senior management and witness lawyers
Meeting procedure and agenda
Sign in later
II. Opening of the meeting, announcement of attendance and instructions to the meeting
III. topics to be considered
Topic 1 proposal on the election of non independent directors of the eighth board of directors by cumulative voting system
1.01 election of Mr. Wang chongen as a non independent director of the 8th board of directors of the company
1.02 election of Mr. Wang Qingming as a non independent director of the 8th board of directors of the company
1.03 election of Mr. Lin Yongsen as a non independent director of the 8th board of directors of the company
Topic 2: proposal on the election of independent directors of the eighth board of directors by cumulative voting system
2.01 election of Mr. Liu Heng as an independent director of the 8th board of directors of the company
2.02 election of Mr. Li Xiyuan as an independent director of the 8th board of directors of the company
2.03 election of Mr. Xin Yu as an independent director of the 8th board of directors of the company
2.04 election of Mr. Wu XiangNeng as an independent director of the 8th board of directors of the company
Topic 3 proposal on election of supervisors of the 8th board of supervisors of the company
Topic 4 proposal on changing the business scope of the company
Topic 5 proposal on Amending the articles of Association
4. Statements by shareholders; Issue voting votes, conduct on-site voting and count the voting results
V. read out the on-site voting results and online voting results
6. To read out the resolutions of the shareholders’ meeting and declare the meeting closed
Dongguan Development (Holdings) Co.Ltd(000828)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, exercise the functions and powers of shareholders according to law, and ensure the normal order and efficiency of the general meeting of shareholders, these instructions are hereby formulated in accordance with the requirements of the articles of association and the rules of procedure of the general meeting of shareholders.
1、 The Securities Affairs Department of the company is specifically responsible for matters related to the procedures of the general meeting.
2、 During the meeting, all participants shall earnestly perform their statutory duties on the principle of safeguarding the legitimate rights and interests of shareholders, ensuring the normal order of the meeting and improving the efficiency of proceedings.
3、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other people to enter the meeting according to law, except the shareholders (or their authorized representatives), directors, supervisors, Secretary of the board of directors, senior managers, lawyers hired and personnel invited by the board of directors.
4、 Shareholders and shareholders’ agents attending the shareholders’ meeting on site shall go through the registration formalities according to the registration time notified by the shareholders’ meeting with their ID cards or copies of business licenses, power of attorney, securities account cards and other certificates. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and shareholders’ agents attending the meeting and the total number of shares with voting rights. In principle, shareholders who fail to sign in for registration cannot participate in the general meeting of shareholders.
5、 When attending the shareholders’ meeting, shareholders and their agents shall earnestly perform their legal obligations and shall not affect the normal procedures or order of the meeting. Otherwise, the host of the conference can persuade him to exit.
6、 Shareholders and their agents shall participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law. When considering proposals, only shareholders or shareholders’ agents have the right to speak, and other participants may not ask questions or speak. No further statements will be made during the voting of the general assembly.
7、 Questions raised by shareholders and their agents shall be answered or explained by the chairman, President or relevant personnel designated by the moderator.
8、 The chairman of the meeting or relevant personnel have the right to refuse to answer questions that have nothing to do with the topic or will disclose the company’s business secrets, or have obvious damage to the common interests of the company or shareholders.
9、 After the proposal is voted, the chairman of the meeting shall announce the voting results.
On cumulative voting
Proposal on non independent directors of the 8th board of directors
Dear shareholders
The term of office of the seventh board of directors of the company is three years. At present, it has expired. It is necessary to recommend candidates for the new board of directors for general election. According to the relevant provisions of article 113 of the articles of association, the board of directors of the company is composed of 7 directors, including no less than 3 independent directors. Upon the recommendation of the controlling shareholder of the company and the review of the nomination committee of the board of directors, it is proposed to nominate Mr. Wang chongen, Wang Qingming and Lin Yongsen as candidates for non independent directors of the eighth board of directors, and submit them to the general meeting of the company for general election by cumulative voting system.
Annex: resume of candidates for non independent directors of the 8th board of directors of the company
Please consider the above issues.
enclosure:
Resume of candidates for non independent directors of the 8th board of directors of the company
Wang chongen: male, 41 years old, master of business administration, senior economist. He has successively served as the chief financial officer and general manager of Dongguan Dongguan Tong Co., Ltd., the executive director and chairman of Dongguan Bus Co., Ltd., and the general manager assistant of Dongguan Transportation Investment Group Co., Ltd. He is currently the Secretary of the Party committee and chairman of the company, concurrently the Secretary and chairman of the Party branch of Dongguan rail line 1 construction and Development Co., Ltd., the chief economist and employee director of Dongguan Transportation Investment Group Co., Ltd., and the director of happiness life insurance Co., Ltd.
Mr. Wang chongen does not hold the company’s shares, but now serves as the controlling shareholder of the company – the chief economist and employee director of Dongguan Transportation Investment Group Co., Ltd., and also serves as the director of happy life insurance Co., Ltd. in addition, he works with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors of the company The supervisors and senior managers are not related, have not been punished by the CSRC and other relevant departments or punished by the stock exchange, have not been placed on file for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and are not dishonest, There is no circumstance that the company law and other relevant laws and regulations prohibit him from serving as a director of the company, and he meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
Wang Qingming: male, 55 years old, master of management, senior accountant, Chinese certified public accountant. He has been the vice president, chief financial officer and director of the company since August 2004.
He is currently a member of the Party committee, director, vice president and chief financial officer of the company, concurrently serving as secretary, chairman and general manager of the Party branch of Tianjin Hongtong commercial factoring Co., Ltd. and Guangdong RONGTONG Financial Leasing Co., Ltd., director and general accountant of Dongguan rail line 1 construction and development Co., Ltd., and director of Dongguan Securities Co., Ltd.
Mr. Wang Qingming holds 1800 shares of the company, has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, It has not been filed for investigation by judicial organs for suspected crimes or filed for inspection by CSRC for suspected violations of laws and regulations. It is not a dishonest executee. It does not have the situation that it is not allowed to serve as a director of the company as stipulated in the company law and other relevant laws and regulations, and meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
Lin Yongsen: male, 50 years old, master of finance. He has successively served as deputy general manager of institutional finance department and Investment Development Department of e fund management Co., Ltd., director and general manager of e fund asset management (Hong Kong) Co., Ltd., director and executive president of GF International Asset Management Co., Ltd., and executive president of Beijing JiuHeng Investment Management Co., Ltd.
Mr. Lin Yongsen does not hold the company’s shares, has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, It has not been filed for investigation by judicial organs for suspected crimes or filed for inspection by CSRC for suspected violations of laws and regulations. It is not a dishonest executee. It does not have the situation that it is not allowed to serve as a director of the company as stipulated in the company law and other relevant laws and regulations, and meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
（END）
Topic 2:
On cumulative voting
Proposal of independent directors of the 8th board of directors
Dear shareholders
The term of office of the seventh board of directors of the company is three years. At present, it has expired. It is necessary to recommend candidates for the new board of directors for general election. According to the relevant provisions of article 113 of the articles of association, the board of directors of the company is composed of 7 directors, including no less than 3 independent directors. Recommended by the board of directors and reviewed by the nomination committee of the board of directors, it is proposed to nominate Mr. Liu Heng, Li Xiyuan, Xin Yu and Wu XiangNeng as candidates for independent directors of the eighth board of directors, and submit them to the general meeting of shareholders of the company for general election by cumulative voting system.
The above independent director candidates have agreed in writing to serve as independent director candidates of the eighth board of directors of the company, and have signed the statement of independent director candidates on their qualifications and independence. All candidates for independent directors have obtained the qualification certificate of independent directors in accordance with the guidelines for the training of senior managers of listed companies issued by the CSRC. The qualification and independence of the above independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange. After there is no objection, the relevant proposal for the election of independent directors can be submitted to the general meeting of shareholders of the company for deliberation and voting.
Attachment: resume of independent director candidates of the 8th board of directors of the company
Please consider the above issues.
enclosure:
Resume of independent director candidates of the 8th board of directors of the company
Liu Heng: male, 58 years old, doctor of economics. He has successively served as lecturer, associate professor, professor and deputy director of the law department of Sun Yat sen University, President of the Law School of Sun Yat sen University and vice president of the Graduate School of Sun Yat sen University. He is currently a professor of the Law School of Sun Yat sen University and concurrently serves as Guangdong Highsun Group Co.Ltd(000861) , Guangzhou Shiyuan Electronic Technology Company Limited(002841) and an independent director of Hunan Tea Industry Group Co., Ltd.
Li Xiyuan: male, 60 years old, doctor of engineering, professor level senior engineer. He has successively served as the general manager, Guangdong Provincial Expressway Development Co.Ltd(000429) general manager and chairman of Guangdong Jingtong Highway Engineering Construction Group Co., Ltd., the chairman of Guangdong Road and Bridge Construction Development Co., Ltd., and the full-time external director of Guangdong SASAC (assigned to Guangdong Construction Engineering Group Co., Ltd., Guangdong Railway Investment Group Co., Ltd. and Guangdong Shipping Group Co., Ltd. as external directors respectively). Currently, he is an external director of Guangzhou Port Company Limited(601228) Group Co., Ltd. and an independent director of Foshan Electrical And Lighting Co.Ltd(000541) .
Xin Yu: male, 51 years old, doctor of finance, Chinese certified public accountant. He has successively served as lecturer, associate professor, professor and doctoral supervisor of the Department of Finance and investment of the school of management of Sun Yat sen University, director of the Department of Finance and investment of the school of management of Sun Yat sen University and vice president of the school of management of Sun Yat sen University. He is currently a professor and doctoral supervisor of the Department of accounting of the school of management of Sun Yat sen University, an external director of Guangzhou Zengcheng Industrial Investment Group Co., Ltd. and an independent director of Aoki Digital Technology Co., Ltd.
Wu XiangNeng: male, 47 years old, master of management. He has successively served as a full-time expatriate supervisor of Guangdong SASAC and vice president of Guangdong Nanhai holding Investment Co., Ltd. Currently, he is the general manager of Guangzhou nengdi Asset Management Co., Ltd. and the independent director of Guangzhou Guangzhou Lingnan Group Holdings Company Limited(000524) Group Co., Ltd., Saturday Co.Ltd(002291) , Guangdong Guangdong Paisheng Intelligent Technology Co.Ltd(300176) Co., Ltd. and Guangdong zhongyingshengda financing guarantee investment Co., Ltd.
Mr. Liu Heng, Li Xiyuan, Xin Yu and Wu XiangNeng do not hold the company’s shares, have no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company, and have not been punished by China Securities Regulatory Commission and other relevant departments or Shenzhen Stock Exchange, It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations. It is not a dishonest executee. It does not have the situation that it is not allowed to serve as an independent director of the company as stipulated in the company law and other relevant laws and regulations, and meets the requirements of the company law and other relevant laws, regulations and provisions and the articles of association.
Topic 3:
Proposal on the election of supervisors of the eighth board of supervisors
Dear shareholders
The term of office of the seventh board of supervisors of the company is three years. At present, it has expired. It is necessary to recommend candidates for the new board of supervisors for general election. According to the relevant provisions of Article 150 of the articles of association, the board of supervisors of the company is composed of three supervisors, and the board of supervisors shall include shareholders’ representatives and an appropriate proportion of employees’ representatives of the company.
The board of supervisors of the company is composed of one shareholder representative supervisor and two employee representative supervisors. Upon the recommendation of the controlling shareholder of the company, the board of supervisors of the company nominated Ms. Xiao Ruixing as the shareholder representative supervisor of the eighth board of supervisors, which is hereby submitted to the general meeting of shareholders of the company for general election. The employee representative supervisors will be elected by the employee congress of the company, and together with the shareholder representative supervisors elected by the general meeting of shareholders, form the eighth board of supervisors of the company.
Attachment: resume of supervisor candidates of the 8th board of supervisors of the company
Please consider the above issues.
enclosure:
Resume of supervisor candidates of the 8th board of supervisors of the company
Xiao Ruixing: female, 47 years old, master of law. He has successively served as deputy section chief and section chief of personnel supervision section of Dongguan highway and Bridge Development and Construction Corporation, and director of Human Resources Department of Dongguan Transportation Investment Group Co., Ltd. He is currently the Deputy Secretary of the Party committee, Secretary of the Discipline Inspection Commission, director and President of the company, and also the chairman of Dongguan Dongneng new energy Co., Ltd. and Dongguan KANGYI innovative energy technology Co., Ltd. Ms. Xiao Ruixing does not hold the company’s shares, has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares and other directors, supervisors and senior managers of the company, has not been punished by China Securities Regulatory Commission and other relevant departments and the stock exchange, and has not been suspected of
