Basic Information of the Meeting
- Meeting Session: The third extraordinary general meeting of shareholders in 2012.
- Convener: The company's board of directors. On October 10, 2012, the board received a joint request from shareholders holding more than 10% of the company's shares to convene an extraordinary general meeting to review proposals disclosed on the same day on the Giant Tide Information Network. The seventh board of directors passed the resolution to convene this extraordinary general meeting on October 14, 2012.
- The convening of this meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, and the company's articles of association.
- Date and Time of the Meeting:
- (1) On-site meeting time: November 5, 2012 (Monday) at 14:00.
- (2) Online voting time: From November 4 to November 5, 2012. Online voting through the Shenzhen Stock Exchange trading system will be available from 9:30 to 11:30 and from 13:00 to 15:00 on November 5; voting through the Shenzhen Stock Exchange internet voting system will be available from 15:00 on November 4 to 15:00 on November 5.
- Meeting Method: The meeting will be conducted through a combination of on-site voting and online voting.
- Attendees:
- (1) Shareholders holding company shares on the record date. The record date is October 25, 2012. All registered shareholders have the right to attend the meeting and may appoint a proxy to attend and vote on their behalf; the proxy does not need to be a shareholder of the company.
- (2) The company's directors, supervisors, and senior management.
- (3) Lawyers hired by the company.
- Meeting Location: Conference Room, 5th Floor, Garden City Hotel, No. 8 Daye Road, Jinjiang District, Chengdu.
Agenda Items for Discussion
- Proposal on resolving historical issues of fund occupation by the former major shareholder.
- Proposal regarding related transactions involved in the issuance of shares for asset acquisition.
- Proposal on the specific plan for the issuance of shares for asset acquisition, including:
- (1) Overview of the asset acquisition plan through share issuance.
- (2) Types and par value of the shares to be issued.
- (3) Method of issuance.
- (4) Issuance targets and subscription methods.
- (5) Pricing benchmark date and issue price.
- (6) Assets to be acquired.
- (7) Price of the assets to be acquired.
- (8) Number of shares to be issued.
- (9) Profit and loss arrangements during the asset acquisition period.
- (10) Lock-up period arrangements.
- (11) Listing location.
- (12) Treatment plan for undistributed profits before this issuance.
- (13) Validity period of the issuance resolution.
- Proposal on signing the asset acquisition agreement.
- Proposal on signing the profit forecast compensation agreement related to the asset acquisition.
- Proposal on the restructuring party increasing its shareholding in cash when conditions are met.
- Proposal on approving the relevant audit reports, evaluation reports, and profit forecast review reports related to the asset acquisition.
- Proposal on the draft report and summary regarding the asset acquisition and related transactions.
- Proposal to exempt Sichuan Dadi Industrial Group Co., Ltd. and its concerted actors from making an offer.
- Proposal to authorize the board of directors to handle matters related to the issuance of shares for asset acquisition.
All proposals require approval from more than two-thirds of the voting rights held by shareholders present at the meeting, and related shareholders must abstain from voting.
Registration Method for On-site Shareholders
- Registration Method: Legal representatives of corporate shareholders must present proof of legal representative status or a power of attorney, securities account card, proof of shareholding, and personal identification. Individual shareholders must present personal identification and securities account card, along with proof of shareholding. Proxies must present personal identification, power of attorney, principal's securities account card, and proof of shareholding. Shareholders may register by mail or fax before the registration deadline; telephone registration is not accepted.
- Registration Time: October 30, 2012, from 9:30 to 12:00 and from 14:30 to 17:00.
- Registration Location: 20th Floor, Dadi City Pulse, No. 16 Daye Road, Jinjiang District, Chengdu.