Securities code: 000651 securities abbreviation: Gree Electric Appliances Inc.Of Zhuhai(000651) Announcement No.: 2022-004 Gree Electric Appliances Inc.Of Zhuhai(000651)
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. Special tips:
In order to prevent the spread of New Coronavirus pneumonia and ensure the safety of participants, the company encourages shareholders to participate in this shareholders’ meeting through online voting.
Shareholders and their agents who intend to attend the on-site meeting must contact the company before 17:00 on February 25, 2022 to truthfully register the recent personal itinerary, health status and other relevant information. Shareholders and their agents who fail to register in advance or fail to meet the epidemic prevention requirements will not be able to enter the meeting site. The shareholders or their agents attending the meeting shall take epidemic prevention measures on the way to and from the meeting, and cooperate with the relevant epidemic prevention work arrangement of the meeting place. Masks shall be worn throughout the meeting. Shareholders and shareholders’ agents attending the on-site meeting are requested to bring their own masks and other protective articles.
1、 Basic information of the general meeting of shareholders:
1. Session: This shareholders’ meeting is the first extraordinary shareholders’ meeting of the company in 2022.
2. Convener: the general meeting of shareholders is convened by the board of directors of the company.
3. The 31st meeting of the 11th board of directors held on January 24, 2022 deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022. The convening and convening of this general meeting of shareholders comply with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, administrative regulations, departmental rules Normative documents and relevant provisions of the Gree Electric Appliances Inc.Of Zhuhai(000651) articles of association.
4. Convening method of the meeting: the shareholders’ meeting adopts the combination of 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 all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time. Only one of the two voting methods of on-site voting and online voting can be selected for the same share, and repeated voting is not allowed. In case of repeated voting for the same voting right, the first voting result shall prevail.
5. On site meeting time: 15:00 p.m. on Monday, February 28, 2022.
6. Online voting time: Monday, February 28, 2022. The online voting time 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 Monday, February 28, 2022; The voting time for voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on Monday, February 28, 2022.
7. Attendees:
(1) As of the afternoon closing of February 23, 2022 (hereinafter referred to as “equity registration date”), all shareholders holding the company’s shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. who are unable to attend for some reason may entrust an agent to attend, and the entrusted agent of the shareholder does not have to be the shareholder of the company.
(2) Directors, supervisors and senior managers of the company, and candidates for directors and supervisors.
(3) A lawyer employed by the company.
8. Venue of the on-site meeting: conference room Gree Electric Appliances Inc.Of Zhuhai(000651) Jinji West Road, Qianshan, Zhuhai City, Guangdong Province (in case of temporary change under special circumstances, it will be notified separately).
2、 Matters considered at the meeting
(I) review the shareholder return plan for the next three years (2022-2024)
For details, please refer to the shareholder return plan for the next three years (2022-2024) disclosed by the company on cninfo.com and the information disclosure newspaper designated by the company on the same day.
(II) review the proposal on the general election of the board of directors and the nomination of non independent directors
2.01 elect Dong Mingzhu as a non independent director of the 12th board of directors of the company;
2.02 elect Zhang Wei as a non independent director of the 12th board of directors of the company;
2.03 elect Deng Xiaobo as a non independent director of the 12th board of directors of the company;
2.04 elect Zhang Jundu as a non independent director of the 12th board of directors of the company;
2.05 elect Guo shuzhan as a non independent director of the 12th board of directors of the company.
(III) review the proposal on the general election of the board of directors and the nomination of independent directors
3.01 elect Liu Shuwei as an independent director of the 12th board of directors of the company;
3.02 elect Wang Xiaohua as an independent director of the 12th board of directors of the company;
3.03 elect Xing Ziwen as an independent director of the 12th board of directors of the company;
3.04 elect Zhang Qiusheng as an independent director of the 12th board of directors of the company.
For details of proposal (II) and proposal (III), please refer to the announcement on the resolution of the 31st meeting of the 11th board of directors disclosed on cninfo.com and the newspaper designated by the company on the same day.
(IV) deliberating the proposal on the general election of the board of supervisors and the nomination of non employee representative supervisors
4.01 elect Cheng Min as the non employee representative supervisor of the 12th board of supervisors of the company;
4.02 Duan Xiufeng was elected as the non employee representative supervisor of the 12th board of supervisors of the company.
For details, please refer to the announcement on the resolution of the 23rd Meeting of the 11th board of supervisors disclosed on cninfo.com and the newspaper designated by the company on the same day.
(V) review the proposal on cancellation of the remaining shares after the first phase of repurchase of purchased shares for ESOP
For details, see the announcement on cancellation of the remaining shares after the first phase of repurchase of purchased shares for ESOP, which was disclosed on cninfo.com and the information disclosure newspaper designated by the company on the same day.
(VI) to review the proposal on the cancellation of the remaining shares after the subscription of phase I ESOP, see the announcement on the cancellation of the remaining shares after the subscription of phase I ESOP disclosed on cninfo.com and the company’s designated information disclosure newspapers and periodicals on November 17, 2021.
(VII) review the proposal on Canceling Part of the shares repurchased in the third phase and the remaining shares are still used for the employee stock ownership plan
For details, please refer to the announcement on Canceling Part of the shares repurchased in the third phase and the remaining shares still used in the employee stock ownership plan disclosed on cninfo.com and the designated information disclosure newspaper of the company on September 29, 2021.
The general meeting of shareholders considered 7 proposals in total, of which (II) to (IV) were voted by cumulative voting system. The general meeting of shareholders considered the election of 5 non independent directors, 4 independent directors and 2 non employee representative supervisors respectively. The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection.
Proposals (V) to (VII) are special resolutions, which must be approved by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
All proposals of this shareholders’ meeting are major issues affecting the interests of small and medium-sized investors. The company will count and disclose the votes of small and medium-sized investors separately. Small and medium-sized investors refer to other shareholders except shareholders, directors, supervisors and senior managers who individually or jointly hold more than 5% of the shares of the listed company.
3、 Proposal code
Table 1: proposal code of this shareholders’ meeting
Proposal name remarks: the code column checked in this column can be voted
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
Proposal 1: shareholder return plan for the next three years (2022-2024) √
Cumulative voting proposal: proposals 2, 3 and 4 are equal elections
Proposal 2: proposal on the general election of the board of directors and the nomination of non independent directors: 5 candidates
2.01 elect Dong Mingzhu as a non independent director of the 12th board of directors √
2.02 elect Zhang Wei as a non independent director of the 12th board of directors √
2.03 elect Deng Xiaobo as a non independent director of the 12th board of directors √
2.04 elect Zhang Jundu as a non independent director of the 12th board of directors √
2.05 elect Guo shuzhan as a non independent director of the 12th board of directors √
Proposal 3: proposal on the general election of the board of directors and the nomination of independent directors: 4 persons to be elected
3.01 elect Liu Shuwei as the independent director of the 12th board of directors √
3.02 elect Wang Xiaohua as the independent director of the 12th board of directors √
3.03 elect Xing Ziwen as an independent director of the 12th board of directors √
3.04 elect Zhang Qiusheng as an independent director of the 12th board of directors √
Proposal 4: proposal on the general election of the board of supervisors and the nomination of non employee representative supervisors: 2 persons to be elected
4.01 elect Cheng Min as the non employee representative supervisor of the 12th board of supervisors √
4.02 elect Duan Xiufeng as the non employee representative supervisor of the 12th board of supervisors √
Non cumulative voting proposal
5 proposal 5: about the remaining √ after the first phase of repurchase of purchased shares is used in the employee stock ownership plan
Proposal for cancellation of shares
6 proposal 6: on the cancellation of the remaining shares after the subscription of phase I ESOP √
Motion
7 proposal 7: on the cancellation of part of the shares repurchased in the third phase, the remaining shares are still used for employees √
Proposal on shareholding plan
4、 Meeting registration and other matters
1. Registration time: 14:00-17:00 PM, February 24, 2022; 9:00-11:30 am and 14:00-17:00 pm on February 25, 2022.
2. Registration place: Investment Management Department Gree Electric Appliances Inc.Of Zhuhai(000651) Jinji West Road, Qianshan, Zhuhai; 3. Registration method:
Registration of corporate shareholders. The legal representative of a legal person shareholder must hold a shareholder account card, a copy of the business license stamped with the company’s official seal, a certificate of legal representative and his own ID card to go through the registration procedures; If an agent is entrusted to attend, it shall also hold the power of attorney of the legal person (see Annex I for details) and the ID card of the attendee;
Registration of individual shareholders. Individual shareholders shall go through the registration procedures with their own ID card, shareholder account card and shareholding certificate; The proxy of shareholders entrusted to attend the meeting must also hold the ID card and power of attorney of the attendee (see Annex I for details);
Non local shareholders can register through Gree Electric Appliances Inc.Of Zhuhai(000651) general meeting registration system and fax. If you choose to register by fax, please confirm with the company by phone after sending the fax. Shareholders can choose to log in through the following website or scan the QR code below to log in to the Gree Electric Appliances Inc.Of Zhuhai(000651) general meeting registration system:
http://mobileapi.gree.com./RSFOS/#/
4. Other matters:
Special reminder: in order to prevent and control the spread of the epidemic, the company will carry out epidemic prevention and control on the entrants at the on-site meeting of the general meeting of shareholders. The shareholders and their agents who intend to attend the on-site meeting must contact the company before 17:00 on February 25, 2022 to truthfully register the recent personal itinerary, health status and other relevant information, Shareholders and their agents who fail to register in advance or fail to meet the epidemic prevention requirements will not be able to enter the meeting site. The shareholders or their agents attending the meeting shall take epidemic prevention measures on the way to and from the meeting, and cooperate with the relevant epidemic prevention work arrangement of the meeting place. Masks shall be worn throughout the meeting. Shareholders and shareholders’ agents attending the on-site meeting are requested to bring their own masks and other protective articles.
5. Meeting contact information:
Meeting contacts: Yan Zhangxiang, ye Jieyun, Cai Yiwei
Tel: 0756-8669232
Fax: 0756-8614998
Contact address: Investment Management Department Gree Electric Appliances Inc.Of Zhuhai(000651) Jinji West Road, Qianshan, Zhuhai
Postal Code: 519070
Meeting expenses: the on-site meeting lasts for half a day, and all expenses of participating shareholders shall be borne by themselves;
Shareholders and shareholders’ agents attending the on-site meeting must arrive at the meeting place half an hour before the meeting, and bring the original of identity certificate, shareholders’ account card, power of attorney and so on to enter the site with a note;
During online voting, if the voting system is affected by major emergencies, the progress of the shareholders’ meeting shall be carried out according to the notice of the day.
5、 Specific operation process of shareholders participating in online voting
The specific operation process of online voting by shareholders through the trading system or Internet voting system of Shenzhen stock exchange is shown in Annex II.
6、 Documents for future reference
1. Gree Electric Appliances Inc.Of Zhuhai(000651) resolution of the 31st meeting of the 11th board of directors;
2. Gree Electric Appliances Inc.Of Zhuhai(000651) resolution of the 23rd Meeting of the 11th board of supervisors;
3. Other documents required by Shenzhen Stock Exchange.
Gree Electric Appliances Inc.Of Zhuhai(000651) board of directors
