Stock code: 603838 Stock abbreviation: Sitong shares Announcement number: 2021-074
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
The notice and materials of the seventh meeting of the fourth board of directors of Guangdong Sitong Group Co., Ltd. (hereinafter referred to as "the Company" or the "Company") in 2021 have been notified to all directors by personal delivery, e-mail, etc. on September 16, 2021, and the meeting was held on September 23, 2021 at 9:00 a.m. in the conference room on the third floor of the company by on-site and communication voting. The meeting was presided over by Mr. Cai Zhencheng, the chairman of the board, the meeting should be 7 directors, 7 directors, all the supervisors and senior management of the company attended the meeting as observers. The convening procedure of this meeting complies with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of Guangdong Sitong Group Co., Ltd. (hereinafter referred to as the "Articles of Association"), and the resolutions formed at the meeting are legal and valid.
The following motions were deliberated and adopted at the meeting:
1. Deliberate and pass the "Proposal on the By-election of Non-independent Directors of the Company"
In view of the written resignation report submitted by Mr. Ye Guohua, a director of the Company, and resigned as a director for personal reasons, for details of the resignation of the director, please refer to the "Announcement of Sitong Shares on the Resignation of Directors and Independent Directors of the Company" disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on September 16, 2021. After discussion among all the directors, it was agreed to elect Mr. Deng Jianhua as a candidate for the director of the Company, which shall take effect after the general meeting of shareholders approves the appointment of his director, and the term of office shall expire until the expiration of the fourth term of the board of directors. The curriculum vitae of non-independent director candidates is attached hereto.
The proposal has yet to be submitted to the General Meeting of Shareholders for consideration.
Voting result: 7 votes in favour, 0 votes against, 0 abstentions.
2. Deliberate and pass the "Proposal on the By-election of Independent Directors of the Company"
In view of the fact that Ms. Wang Xiaoyi, an independent director of the Company, submitted a written resignation report to the Company and resigned from the relevant positions of the independent directors and the special committees under the Board of Directors for personal reasons, for details of the resignation of the independent directors, please refer to the "Announcement of Sitong Shares on the Resignation of Directors and Independent Directors of the Company" disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on September 16, 2021. After discussion among all directors, it was agreed to elect Mr. Zhou Runshu as an independent director candidate of the Company, which shall take effect after the general meeting of shareholders approves the appointment of his independent director, and the term of office shall expire until the expiration of the fourth term of the board of directors. The curriculum vitae of independent director candidates is attached hereto.
3. Deliberate and pass the "Proposal on Convening the > of the Second Extraordinary General Meeting of Shareholders of Guangdong Sitong Group Co., Ltd. in 2021 <"
The Board of Directors agreed to convene the second Extraordinary General Meeting of Shareholders of Guangdong Sitong Group Co., Ltd. in 2021 on October 13, 2021 to consider the above proposals.
This is hereby announced.
Board of Directors of Guangdong Sitong Group Co., Ltd
September 23, 2021
annex:
Curriculum vitae of non-independent director candidates
Deng Jianhua, born in November 1969, Chinese nationality, no right of permanent residence abroad, graduated from Tianjin Building Materials Industrial School. He was the executive director of Jiangxi Hemei Ceramics Co., Ltd., the executive director of Jiangxi Weimei Ceramics Co., Ltd., and the chairman of the supervisory board of Marco Polo Holdings Co., Ltd.
Curriculum vitae of independent director candidates
Zhou Runshu, born in December 1963, Chinese nationality, no right of permanent residence abroad, member of the Communist Party of China, master's degree, lecturer, associate professor, professor. From 1985 to 1997, he served as an assistant professor and lecturer at Anhui Jianzhu University, from 1997 to 2002, he served as an accountant at the Xiamen Branch of China Construction Bank; from 2002 to 2006, he served as a lecturer, associate professor, director of the Financial Accounting Teaching and Research Office of Huizhou University, deputy director of the Audit Office of the University (presiding over the work); since February 2006, he has served as an associate professor, professor and graduate tutor of accounting at Dongguan Institute of Technology. He is also the director of the Research Center for Reform and Development of Villages and Towns in the Pearl River Delta, a member of the Academic Committee of the University, and an independent director of Dongguan Securities Co., Ltd., an independent director of Shenzhen Daotong Technology Co., Ltd., an independent director of Guangdong Shenglu Communication Technology Co., Ltd., and an independent director of Sanyou Lianzhong Group Co., Ltd.
Stock code: 603838 Securities abbreviation: Sitong Shares Announcement number: 2021-075
Guangdong Sitong Group Co., Ltd
Notice of The Convening of the Second Extraordinary General Meeting of Shareholders in 2021
Important Content Tips:
● Date of the General Meeting of Shareholders: October 13, 2021
● The online voting system adopted by the shareholders' meeting: the online voting system of the shareholders' meeting of the Shanghai Stock Exchange
First, the basic situation of convening a meeting
(1) Types and sessions of the general meeting of shareholders
Second Extraordinary General Meeting of Shareholders in 2021
(2) Convener of the General Meeting of Shareholders: Board of Directors
(3) Voting method: The voting method adopted at this shareholders' meeting is a combination of on-site voting and online voting
(iv) The date, time and place of the on-site meeting
Venue: Chaozhou Railway Station, Guangdong Province, south of the B11-4-1 plot, the company's third floor conference room
(v) The system, start and end dates and voting times for online voting.
Online voting system: Online voting system for shareholders' meetings of Shanghai Stock Exchange
Until October 13, 2021
Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the shareholders' meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.
(6) Voting procedures for margin, transfer financing, agreed repurchase business accounts and SSE-Connect investors
Voting involving margin lending, transfer financing business, accounts related to the agreed repurchase business and investors of SSE-Stock Connect shall be carried out in accordance with the relevant provisions of the Detailed Rules for the Implementation of Online Voting at Shareholders' Meetings of Listed Companies on the Shanghai Stock Exchange and other relevant provisions.
(7) Involving the public solicitation of shareholders' voting rights
not
Matters to be considered by the Conference
The general meeting of shareholders considers the proposals and the types of voting shareholders
1. The time when each proposal has been disclosed and the disclosure media
The above proposals have been deliberated and approved by the seventh meeting of the fourth board of directors of the company in 2021, as detailed in the announcement published in China Securities News, Shanghai Securities Securities Securities, Securities Times, Securities Daily and the website of Shanghai Stock Exchange (www.sse.com.cn) on September 24, 2021.
2. Special Resolution Bill: None
3. Proposals for the separate vote count of small and medium-sized investors: 1, 2
4. Proposals involving the recusal of related shareholders from voting: None
Name of affiliated shareholder who should recuse himself from voting: None
5. Proposals involving preferred shareholders participating in voting: None
III. Notes on Voting at Shareholders' Meetings
(1) If the shareholders of the Company exercise their voting rights through the online voting system of the shareholders' general meeting of the Shanghai Stock Exchange, they can either log on to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) to vote, or log on to the Internet voting platform (website: vote.sseinfo.com) to vote. For the first time to log on to the Internet voting platform to vote, investors need to complete shareholder identity verification. For specific operations, please refer to the Internet voting platform website instructions.
(2) Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange, and if they have multiple shareholder accounts, they can use any shareholder account holding the company's shares to participate in the online voting. After voting, it is deemed that all of its shareholders' accounts have voted on the same opinion of the same class of common stock or the same variety of preferred shares.
(3) Where the same voting right is repeatedly voted through the site, the firm's online voting platform or other means, the result of the first vote shall prevail.
(4) Shareholders shall vote on all proposals before submitting them.
4. Participants in the meeting
(1) Shareholders of the Company registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the close of the market on the share registration date have the right to attend the general meeting of shareholders (for details, see the table below), and may appoint a proxy in writing to attend the meeting and participate in voting. The agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior management of the Company.
(3) Lawyers engaged by the company.
(iv) Other personnel
5. Methods of registration for meetings
In order to ensure the smooth convening of the shareholders' meeting, the shareholders and shareholders' representatives attending the shareholders' meeting need to be mentioned
Confirmation of prior registration. The specific matters are as follows:
1. Registration time for the general meeting of shareholders: October 11, 2021, 9:00-11:00 a.m., 14:00-16:00 p.m.;
2. Registration location: Third floor, Securities Department, South Block, Railway Station, Chaozhou City, Guangdong Province, B11-4-1;
3. Registration method: Shareholders or shareholders' proxies who intend to attend the meeting should hold the following documents at the above time
On-site or fax registration:
(1) Natural person shareholder: original ID card and original stock account card;
(2) Authorized agent of natural person shareholder: the original ID card of the agent and the identity document of the natural person shareholder
Printed copy, original power of attorney and original of the principal's stock account card;
(3) Legal representative of the legal person shareholder: the original ID card of the legal person, the business license of the legal person shareholder (copy
and affixed with the official seal), the original identity certificate of the legal representative, the original stock account card;
(4) Authorized agent of legal person shareholder: original ID card of agent, business license of legal person shareholder (copy
with the official seal), power of attorney (signed by the legal representative and stamped with the official seal), the original stock account card.
Note: A copy of all originals is required, if you are registering by fax, please provide the necessary contact person
and contact information, and confirm with the company telephone before the registration is considered successful.
4. Participation time: All shareholders and agents who attended the meeting announced by the moderator of the meeting and the holdings held at the meeting
Shareholders who have registered before the total number of shares with voting rights have the right to participate in the general meeting of shareholders.
6. Other matters
1. The on-site meeting is expected to be half a day, and the food, accommodation and transportation expenses are at their own expense.
2. According to the relevant regulations, the company's shareholders' meeting does not issue gifts and fares.
3. Contact address: Chaozhou Railway Station, Guangdong Province, south of the B11-4-1 plot of the third floor, the board of directors office,
Postal code: 521031
4. Meeting contact: Huang Yipeng
5. Tel: 0768-2972746
Fax:0768-2971228
September 24, 2021
Annex 1: Power of Attorney
Filing documents
Resolution of the Board of Directors proposing to convene the General Meeting of Shareholders
Power of Attorney
Guangdong Sitong Group Co., Ltd.:
Mr. (Ms.) is hereby entrusted to represent the Unit (or himself) to attend the Second Extraordinary General Meeting of Shareholders of your Company in 2021 held on October 13, 2021 and to exercise the right to vote on his behalf.
Number of ordinary shares held by the principal:
Number of Preferred Shares Held by the Principal:
Principal Shareholder Account Number:
Principal Signature (Seal): Trustee Signature:
Principal ID Number: Trustee ID Number:
Commission Date: Year Month Day
remark:
The settlor shall choose one of the "agree", "oppose" or "abstain" intentions in the power of attorney and play "√", and the trustee shall have the right to vote according to his own wishes if the principal does not give specific instructions in this power of attorney.