*ST Kerry (002072): Announcements (Series)
Stock Code: 002072 securities short: *ST Kerry announcement number: 2019-L038
Kerid Cmi Holdings Ltd
About the 2018 annual general meeting
Announcement of provisional proposals
All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.
The board of directors of Kerid Cmi Holdings Ltd (hereinafter referred to as "Kai Reed" or "company") received the letter from Mr. Wang Jian on the proposal to increase the provisional motion of the 2018 annual general meeting in June 2, 2019.
In accordance with the provisions of the company law, the articles of association and relevant laws and regulations and normative documents, Mr. Wang Jian proposed to the company a provisional proposal to nominate candidates for the seventh independent board of directors of the company's board of directors, and submitted the company's annual general meeting of shareholders for consideration in 2018.
Main contents of the provisional motion:
Provisional proposal to increase nominations for non independent directors of the seventh board of directors of the company.
Nominate Mr. Wang Xuanzhe as the candidate of the seventh independent board of directors of the company.
(resume of candidates see Annex)
The non independent director candidates added by the above provisional proposals do not exist in the company's senior management and are represented by the staff representatives.
After the nomination of new directors, the total number of directors of the company's board of directors and the representatives of the staff members shall not exceed 1/2 of the total number of directors.
According to the relevant provisions of the company law and the articles of association, a shareholder who holds more than 3% of the company's shares or shares together may submit a provisional proposal 10 days before the general meeting of shareholders and submit it to the convener in writing.
As of the date of dispatch, Mr. Wang Jian holds 9143134 shares of the company's voting rights, accounting for 5.19% of the total share capital of the company. He has the right to submit a provisional proposal 10 days before the general meeting of shareholders.
The proposer has a statutory qualification for proposing a provisional proposal, and the contents of the proposal do not exceed the relevant laws and regulations and the provisions of the articles of association and the terms of reference of the shareholders' meeting. The proposal procedure is in conformity with the relevant rules of the shareholders' meeting of the listed company and the articles of association, and the board of directors of the company shall submit the company's annual general meeting of shareholders for consideration and vote in accordance with the law in 2018.
Notice hereby.
Kerid Cmi Holdings Ltd board of directors
June 5, 2019
Enclosure:
Resume of Mr. Wang Xuanzhe:
Born in 1992, born in London, Queen's University, Marie, Queen's University. He was executive director of Beijing poly Xin Chuang Yuan Trading Co., Ltd., executive director of Beijing interactive Chuang yuan marketing planning Co., Ltd., currently executive director of the Union Investment Company Limited, executive director of Three Gorges new energy (Binzhou) Power Generation Co., Ltd, executive director of Hei Chun (Beijing) capital Cci Capital Ltd, executive director and manager of Zhongyi Dingsheng (Beijing) Amperex Technology Limited, executive director and executive director of Zhongyi Hengsheng Technology Co., Ltd., manager and executive director of Beijing Zhongsheng Hengsheng Technology Co., Ltd., director of Beijing Jimen deer Biotechnology Co., Ltd., director of Jining branch of Zhongming Hengsheng Technology Co., Ltd., director of Beijing Dingxing land consolidation Co., Ltd. Wang Xuanzhe
Upon enquiry, Mr. Wang Xuanzhe is not a dishonest executor and does not hold shares in the company. He has nothing to do with Mr. Wang Jian and other directors, supervisors and shareholders holding more than five percent shares of the company. There is no case of company executives not allowed in the company law and the articles of Association. He has not been punished by the China Securities Regulatory Commission and other relevant departments and punished by the stock exchange.
Stock Code: 002072 securities short: *ST Kerry announcement number: 2019-L039
Kerid Cmi Holdings Ltd about
Interim proposal for 2018 annual general meeting
Notice of supplementary notice to shareholders' meeting (two)
All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.
Kerid Cmi Holdings Ltd (hereinafter referred to as "company") adopted the sixth meeting of the seventh board of directors, and decided to hold the annual general meeting of shareholders in 2018 at 10:00 a.m. on June 14, 2019 (Friday) in Dezhou, Shandong. The registration date is June 11, 2019. The specific content is detailed in the announcement of the 2018 annual general meeting issued by the company on April 30, 2019 in the designated information disclosure media (Bulletin number: 2019-D005).
In May 31, 2019, the company received a letter of recommendation from Mr. Wang Jian, a shareholder holding 5.19% share of the company's voting rights, about the proposal to increase the provisional motion of the company's annual shareholders' meeting in 2018. It requested that the provisional proposal to increase the nomination of the non independent directors of the seventh board of directors of the company be submitted to the shareholders' meeting for deliberation and vote on the provisional proposal.
The company's board of directors submitted the above provisional proposal to the company's 2018 annual general meeting for deliberation and vote in accordance with the law.
Details of the announcement of the company's disclosure of the provisional proposals for shareholders in June 3, 2019 and the notice of the annual general meeting of shareholders to increase the provisional proposal and the supplementary notice of shareholders' meeting were disclosed in June 3, 2019.
In June 2, 2019, the company received a letter from Mr. Wang Jian, a shareholder holding 5.19% share voting rights of the company, to submit a letter on increasing the provisional motion of the annual general meeting in 2018. It requested that the provisional motion to increase the nomination of the seventh independent board of directors of the board of directors of the company shall be submitted to the shareholders' meeting for deliberation and vote in the form of provisional proposal.
According to the relevant provisions of the company law and the articles of association, a shareholder who holds more than 3% of the company's shares or shares together may submit a provisional proposal 10 days before the general meeting of shareholders and submit it to the convener in writing.
The proposer has a statutory qualification for proposing a provisional proposal, and its proposal does not exceed the relevant laws and regulations and the provisions of the articles of association and the terms of reference of the shareholders' meeting, and the proposal procedure is in conformity with the relevant provisions of the rules of the shareholders' meeting of the listed companies and the articles of association. The company's board of directors will submit the above provisional proposal to the company's annual general meeting in 2018 for consideration and vote.
According to the relevant regulations, the company has announced the main contents of the above provisional proposals. It is detailed in the announcement on the same day, including the "China Securities News", the Shanghai Securities Journal, the securities times and the www.cninfo.com.cn on the information disclosure announcement (announcement number: 2019-L038).
In addition to the above provisional motions and the relevant coding serial numbers, other matters specified in the notice issued by the company on June 3, 2019 to increase the provisional proposal and shareholders' meeting Supplementary Notice of the annual general meeting in 2018 remain unchanged.
The notice of the 2018 annual general meeting is hereby added as follows:
I. The basic situation of the meeting.
1. shareholders' general meeting: 2018 annual general meeting.
2. convenor of the shareholders' meeting: the shareholders' meeting is convened by the board of directors of the company and is convened by the sixth session of the seventh board of directors of the company.
3. the convening of this general meeting is in conformity with the relevant laws, administrative regulations, departmental rules, normative documents and the provisions of the articles of association.
4. the on-site meeting will be held at 10:00 a.m. on Friday, June 14, 2019.
The voting time is June 13, 2019 June 14, 2019.
Among them, the specific time for conducting online voting through the Shenzhen stock exchange trading system is: 9:30-11:30 am June 14, 2019, 13:00-15:00 p.m.; the specific time for voting through the Internet voting system of the Shenzhen stock exchange is: any time from 15:00 p.m. to June 14, 2019 p.m. 15:00 in June 13, 2019.
5. the way to convene the meeting: the shareholders' meeting will be convened by combining on-site voting with Internet voting.
Through the Shenzhen stock exchange trading system and the Internet voting system, the company will provide a voting platform for the shareholders of the company to the shareholders of the company. The circulating shareholders can exercise the voting right through the above system in the voting time of the network.
6. registration date of the meeting: June 11, 2019 (Tuesday).
7. participants:
(1) at the end of the afternoon of June 11, 2019, all the common shareholders of the company registered on the Shenzhen branch in China will be able to entrust the agent in writing.
(2) directors, supervisors and senior managers of the company;
(3) lawyers hired by the company;
8. Venue: Shandong Dezhou Economic Development Zone 38 East Road Tung Zi Culture Street Hong Yi Street 17 Kai Reed Cmi Holdings Ltd Conference Center.
Two. Conference deliberations
The shareholders' meeting will consider the following motion:
Motion 1, 2018 report of the board of directors.
Bill 2, report of the board of supervisors 2018.
Motion 3, 2018 financial statements report.
Motion 4, 2018 profit distribution plan.
Motion 5, 2018 annual report and summary.
Motion 6, renewal of the motion of audit institutions in 2019.
Motion 7, "motion for the preparation of goodwill impairment."
Motion 8, bill on related pactions of subsidiaries.
Motion 9, "motion on election of seventh independent directors of the board of directors"
The independent director of the company will report on this annual general meeting.
The above motion has been examined and approved by the sixth meeting of the seventh board of directors of the company, the seventh meeting of the seventh board of directors and the third meeting of the seventh supervisory committee. The detailed proposal of the provisional proposal for shareholders holding more than 3% shares is detailed in the relevant bulletins published in the China Securities Daily, the Shanghai Securities Journal, the securities times and the giant tide information online in April 30, 2019 and May 31, 2019.
Special note:
The above motion 9 adopts the cumulative voting method to vote on the election. The number of votes held by a shareholder is multiplied by the number of voting shares held by the shareholder. The shareholder may distribute the number of votes he has in the election within the limits of the number of candidates he / she shall be entitled to, but the total number shall not exceed the number of votes he has.
In accordance with the requirements of the rules of shareholders' meeting of listed companies, when the shareholders' meeting deliberated on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors should be counted separately and disclosed in a timely manner.
The motion 4, motion 6, motion 8, and motion 9 are major issues that affect the interests of small and medium-sized investors. Small and medium-sized investors need to vote separately, and related party members involved in related pactions should avoid voting.
Three, proposal coding
-
Four, conference registration and other matters
(1) registration time: June 13, 2019 (9:30-11:30 a.m., 14:00-16:00 p.m.)
(two) registration method: natural shareholders must hold their identity cards, shareholders' account cards and certificates of shareholding for registration; legal shareholders shall hold copies of business licenses, authorized representatives of legal representatives, shareholders' account cards and registration cards; registration agents shall hold their own identity cards, letter of attorney, client's identity card, shareholders' account cards and stock certificates; registration for distant or remote shareholders can be registered by letter or fax. (letter or fax will arrive at the company before 16:00 p.m. on June 13, 2019).
(three) registration place: Kai Reed, Cmi Holdings Ltd securities Office (address: No. 17, Hong Yi Street, Dong Zi Road, 38 East Road, Dezhou Economic Development Zone, Shandong province), please note the word "shareholders meeting", zip: 253002, fax: 0534-7059761
(four) other matters:
1, conference expenses: on-site meetings will be held for one day, and the attendance and expenses of the attends will be taken care of by themselves.
2. Conference consultation: Company Securities Department
Contact number: 0534-7059761 13875899729
Contact: Zhang Bin Zhu Xiaoyan
3, the way to deal with the abnormal situation of the network voting system: during the voting period of the Internet, such as the impact of the network voting system on major emergencies, the process of this general meeting will be carried out according to the day's notice.
Five, participate in the specific operation process of online voting.
At this general meeting, shareholders can vote through the Shenzhen stock exchange trading system and the Internet voting system (address is wltp.cninfo.com.cn). Details of the operation process involved in the online voting are detailed in Annex 1.
Six. Reference documents
1. Resolution of the sixth session of the seventh board of directors of the company.
2. Resolution of the seventh session of the seventh board of directors of the company.
3. Resolution of the third session of the seventh supervisory board of the company.
4. Mr. Wang Jian's proposal to increase the provisional motion on 2018 annual general meeting of shareholders.
5. Mr. Wang Jian's letter on increasing the provisional motion of the 2018 annual general meeting of shareholders.
Kerid Cmi Holdings Ltd board of directors
June 5, 2019
Annex 1:
Specific operation procedures for participating in online voting
I. procedures for voting on the Internet
1. voting code and voting abbreviation: voting code is "362072", voting is abbreviated as "Reed vote".
2. fill in the votes or election votes.
For non cumulative voting proposals, the voting opinions shall be submitted: consent, objection and waiver.
For cumulative ballot proposals, fill in the number of votes cast to a candidate.
The shareholders of a listed company shall vote on the basis of the number of votes in each proposal group owned by them. If the number of votes cast by the shareholders exceeds the number of votes they hold, or if they vote more than the number of candidates in the differential election, the ballot votes cast by the proposal group shall be considered as ineffective votes.
If you do not agree with a candidate, you can vote 0 for the candidate.
3. shareholders vote on the general motion, which is regarded as expressing the same opinion on all other proposals except for cumulative voting proposals.
When a shareholder repeats a vote on a general motion or a specific proposal, the first valid vote shall prevail.
If a shareholder first votes on a specific proposal and votes on the general motion, he shall vote on the specific proposals that have been voted on. The other voting proposals shall be based on the voting opinions of the general motion. If the voting is to vote on the general motion before voting on the specific proposals, the voting opinion of the general motion shall prevail.
Two. Voting procedures through the Shenzhen stock exchange trading system.
1. voting time: June 14, 2019 paction time, namely 9:30, 11:30 and 1 Yi.
2. shareholders can log on to a securities company trading client to vote through trading system.
Three. Procedures for voting through the Internet voting system of Shenzhen Stock Exchange.
1. the voting time for the Internet voting system is June 13, 2019 (the day before the shareholders' meeting), 3:00 p.m., and the closing time is June 14, 2019 (the end of the shareholders' meeting) at 3:00 p.m.
2. shareholders vote through the Internet voting system. They need to authenticated according to the "Shenzhen stock exchange investor network service identity authentication business guidelines (revised in 2016)" to obtain "Shenzhen stock exchange digital certificate" or "Shenzhen Stock Exchange investor service secret code".
Specific authentication process can be registered in the Internet voting system wltp.cninfo.com.cn rules guide column.
3. according to the obtained service password or digital certificate, the shareholders can log in to wltp.cninfo.com.cn and vote through the Internet voting system of the Shenzhen Stock Exchange within the specified time.
Annex 2:
Power of attorney
Mr. Kerid, a delegate of full authority, represented the unit (individual) at the 2018 annual general meeting of Cmi Holdings Ltd, and voted for the voting on the following issues.
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Note: the power of attorney is made effective by cutting newspaper, copying or making the above format.
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