China Shipbuilding Heavy Industry Group marine defense and information confrontation Limited by Share Ltd eighth board of directors forty-eighth meeting resolution announcement
The board of directors and all directors of the company guarantee that there are no false statements, misleading statements or major omissions in the contents of the announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
On November 25, 2019, the forty-eighth meeting of the eighth board of directors of China marine heavy industry group marine defense and information confrontation Limited by Share Ltd (hereinafter referred to as the “company”) was convened by means of communication, and the conference notifications and materials were delivered to all directors in time. The current board has 8 directors, 8 directors and 8 directors. The convening of the board meeting is in conformity with the relevant provisions of the company law and the articles of association. The meeting was seriously discussed by the directors of the meeting and voted to form the following resolution:
I. deliberation and adoption of the motion on hiring 2019 annual financial statements and internal control audit institutions.
The Board agreed to hire Li Xin accounting firm as the auditor and auditor of internal control for 2019.
The independent directors made prior comments and issued independent opinions.
This motion shall be submitted to the shareholders’ meeting for consideration.
Voting result: agreed 8 votes, opposed 0 votes, abstained 0 votes.
Two. Deliberation and adoption of the motion to convene the second provisional shareholders’ meeting in 2019.
The Board agreed to convene the second provisional shareholders’ meeting on December 11, 2019, and authorized the Secretary of the board of directors to issue a notice of shareholders’ meeting to the shareholders of the company after the end of the board of directors. The date, time, place and the matters to be discussed should be specified in the notice.
Voting result: agreed 8 votes, opposed 0 votes, abstained 0 votes.
Three. Deliberation and adoption of the bill concerning the establishment of special funds for raising funds and the authorization to sign the supervision agreement on raising funds.
In order to regulate the management of raising funds and protect the rights and interests of small and medium-sized investors, the Board agreed that the company set up a special account for raising funds, and agreed that the main body subsidiary of the project was set up a special account to raise funds in the relevant bank after the completion of the reorganization, and special storage and management of the proceeds. citic securities(21.560, -0.06, -0.28%) Limited by Share Ltd and commercial banks that raise funds have signed regulatory agreements respectively. The board of directors agrees to authorize the person authorized by the chairman of the board or the chairman of the board to fully handle the establishment of a special account for raising funds and to sign relevant regulatory issues such as raising funds and depositing banks and sponsoring agencies.
Voting result: agreed 8 votes, opposed 0 votes, abstained 0 votes.
Notice hereby.
China Shipbuilding Heavy Industry Group Board of directors of marine defense and information confrontation Limited by Share Ltd
November 26, 2019
Securities code: 600764 securities abbreviation: China Coast Guard bulletin number: 2019-052
Notice of China marine heavy industry group marine defense and information confrontation Limited by Share Ltd on convening the second provisional shareholders’ meeting in 2019
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important note:
Date of shareholders’ meeting: December 11, 2019
The online voting system adopted by the shareholders’ meeting: the online voting system of shareholders’ meeting of Shanghai stock exchange.
I. The basic situation of the meeting.
(1) types and sessions of shareholders’ meetings
The second provisional shareholders’ meeting in 2019
(two) convener of shareholders’ meeting: Board of directors
(three) voting mode: the voting method adopted at this shareholders’ meeting is the way of combining on-site voting with network voting.
(four) the date, time and place of the on-site meeting.
The date of the meeting is December 11, 2019: 9 points and 00 minutes.
Venue: 6 conference room of the Great Wall electronic research building, 30 South Road, Haidian District, Beijing.
(five) network voting system, start date and voting time.
Internet voting system: online voting system of shareholders’ meeting of Shanghai Stock Exchange
Network voting time: since December 11, 2019
To December 11, 2019
The voting system of the Shanghai stock exchange online voting system is the voting time of the voting platform through the trading system, which is the time of trading on 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.
(six) voting procedures for investors through margin trading, refinancing, agreed purchase of business accounts and Shanghai stock exchanges.
The voting related to margin trading, refinancing business, agreed purchase business related accounts and Shanghai stock investors should be carried out in accordance with the relevant regulations on the implementation of online voting of shareholders’ meeting of Shanghai Stock Exchange listed companies.
(seven) involving public shareholders’ voting rights.
nothing
Two. Conference deliberations
The shareholders’ meeting deliberates motions and voting shareholder types.
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1. The time and media of disclosure of bills.
The above motion has been examined and approved by the forty-eighth meeting of the eighth board of directors of the company. The relevant announcement was published on the Shanghai stock exchange website and China Securities Daily and Shanghai Securities Journal in November 26, 2019.
2. Special resolution motion: no
3, bills for small and medium-sized investors to vote separately: 1
4. Motion involving related shareholders to avoid voting: no
The name of the related shareholders who should avoid voting: no
5. Motion involving preferred shareholders’ participation in voting: no
Three, shareholders’ meeting voting matters needing attention
(1) the shareholders of the company exercise their voting rights through the online voting system of the shareholders’ meeting of the Shanghai stock exchange. They can either vote on the trading system voting platform (through the designated trading securities trading terminal) or vote on the Internet voting platform (website: vote.sseinfo.com). Investors will need to complete shareholder authentication when voting on the Internet voting platform for the first time. For specific operation, please see the website of the Internet voting platform.
(two) the shareholders exercise their voting rights through the online voting system of the shareholders’ meeting of the Shanghai stock exchange. If they own multiple shareholders’ accounts, they can participate in voting on the Internet with any shareholder account holding company stock. After voting, all members of the same class of common stock or the same type of preferred stock under the account of all their shareholders have voted for the same opinion.
(three) the right to vote on the same voting power through the scene, the network voting platform or other means shall be based on the results of the first voting.
(four) the shareholders can vote on all motions before they are submitted.
Four. Meeting participants
(1) after the closing date of the stock registration day, the shareholders of the company registered on the Shanghai branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and may entrust representatives to attend meetings and vote in written form. The agent need not be a shareholder of the company.
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(two) directors, supervisors and senior managers of the company.
(three) lawyers employed by the company.
(four) other personnel
Five, conference registration method
(1) registration procedures: (1) individual shareholders attending the meeting should register with their own identity cards and securities account cards; the agent’s attendance at the conference shall be carried out with the identity card of the agent, the copy of the principal’s identity card, the principal’s securities account card, and the authorized letter of attorney signed by the principal. (2) where a legal person shareholder or institutional investor is present, he shall register with the legal representative’s identity card, the shareholder’s account card and the business license (the company’s red seal), and the authorized agent shall attend the meeting with the identity card of the agent, the copy of the identity card of the legal representative, the shareholder’s account card, the photocopy of the business license (the company’s red seal), and the authorized power of the legal representative’s own signature. The remote shareholders may register first by the fax or letter before the deadline for registration. (authorisation form is attached)
(two) registration time is: December 6, 2019
(9:00 a.m. 11:00 p.m. p.m.)
(three) place of registration: 4 F, Galaxy Securities, 34 South Road, Haidian District, Beijing.
(four) registration method: the shareholders who intend to participate in the meeting may register with the company at the time of registration, or register by shareholders’ accounts by mail or fax.
(five) shareholders who are unable to attend the meeting may entrust others to participate in the exercise of voting rights.
Six, other matters
The shareholders or shareholder representatives who intend to attend the meeting should arrive at the meeting place within half an hour before the start of the meeting, and carry the original identity card, stock account card and letter of attorney, so as to verify the admission. Attend the meeting’s shareholders’ accommodation and transportation.
Meeting clerk: Li Wei, Guo Yunfei
Contact number: 0 10 – 8 22 22 27
Fax: 0 – 10 – 6, 2, 27, 6, 7, 7
Mailbox: [email protected]
Zip code: 100082
Notice hereby.
China Shipbuilding Heavy Industry Group Board of directors of marine defense and information confrontation Limited by Share Ltd
November 26, 2019
Annex 1: power of attorney
Annex 2: return of shareholders’ meeting
* filing documents
Proposal to convene the resolution of the board of directors of this general meeting of shareholders
Annex 1: power of attorney
Power of attorney
China Shipbuilding Heavy Industry Group marine defense and information confrontation Limited by Share Ltd:
I hereby entrust Mr. (madam) on behalf of this unit (or myself) to attend the second provisional shareholders’ meeting of December 11, 2019 held in December 11, 2019, and to exercise the voting right on behalf of it.
The number of ordinary shares held by the client is:
The number of preferred shares held by the client is:
Client shareholder Account No.:
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Signature of the client (Gai Zhang): signature of the trustee:
The identity card number of the client: the identity card number of the trustee:
Date of commission: year, month and date
Remarks:
The trustee shall choose one and fight the “consent”, “objection” or “waiver” intention in the power of attorney, and the trustee shall have the right to vote according to his own wishes when the principal fails to make specific instructions in the power of attorney.
Annex 2: return of shareholders’ meeting
Return meeting of shareholders’ meeting
As at 3 p.m. on December 4, 2019, at the end of the stock exchange of the Shanghai stock exchange, our company (personal) held the China marine heavy industry group marine defense and information confrontation Limited by Share Ltd stock, and intends to participate in the second annual general meeting of the China maritime industry heavy industry group marine defense and information confrontation Limited by Share Ltd in 2019.
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Signature of shareholders (Gai Zhang):
Specific date
Stock Code: 600764 stock abbreviation: China Coast Guard number: pro 2019-053
China shipbuilding industry heavy industry group marine defense and information countermeasure Limited by Share Ltd
Announcement on opening special account for raising funds
The board of directors and all directors of the company guarantee that there are no false statements, misleading statements or major omissions in the contents of the announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
The China marine heavy industry group marine defense and information confrontation Limited by Share Ltd (hereinafter referred to as “the company”) received the reply issued by the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”) on the approval of the China marine heavy industry group marine defense and information confrontation Limited by Share Ltd to issue shares to China Shipbuilding Heavy Industry Group Co., Ltd. (the SFC) in November 6, 2019, and approved the [2019]2010 (the SFC license No. [2019]2010). The company was allowed to issue 236861895 shares of the common stock (A shares) of the common stock of the China Shipbuilding Heavy Industry Group Limited and other specific objects, and to purchase assets and raise matching funds to no more than $3201259100.
In order to standardize the management of fund-raising funds and effectively protect the rights and interests of investors, the company held the forty-eighth meeting of the eighth board of directors in November 25, 2019 on the basis of the requirements of the CSRC “regulation second of listed companies, the regulatory requirements for the management and use of funds raised by listed companies” and the regulations governing the collection of funds raised by Listed Companies in Shanghai Stock Exchange (revised in 2013), and deliberated the adoption of the bill on the establishment of a special fund raising fund and authorized the signing of the supervision agreement for raising funds, and agreed to set up a special account for raising funds. The account information is as follows:
Account Name: China marine heavy industry group marine defense and information confrontation Limited by Share Ltd
Account bank: Limited by Share Ltd, Beijing Olympic Village Branch, Guangdong Development Bank
Account number: 137211516010009557
The account is only used for the storage and use of the matching funds raised by the company’s issuance of shares and the payment of cash to purchase assets and raise matching funds. It can not be used for other purposes without statutory procedures.
The chairman of the board of directors of the Licensing companies or the authorized person of the board of directors shall handle the opening of the special account for raising funds, and agree that the company shall sign a regulatory agreement with the CITIC Securities Limited by Share Ltd and the depositing bank raising funds. After signing the agreement, the company will fulfill corresponding information disclosure obligations in a timely manner.
Notice hereby.
China shipbuilding industry heavy industry group marine defense and information countermeasure Limited by Share Ltd
Board of directors
November 26, 2019
