Stock code: 688349 Stock abbreviation: Sany Renewable Energy Announcement No.: 2024-096
Sany Renewable Energy Co., Ltd
Notice on the convening of the first extraordinary general meeting of shareholders in 2025
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of the announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Date of General Meeting of Shareholders: January 9, 2025
The online voting system adopted by the general meeting of shareholders: online voting of the general meeting of shareholders of the Shanghai Stock Exchange
system
1. Basic information on the convening of the meeting
(1) The type and session of the general meeting of shareholders
First Extraordinary General Meeting of Shareholders in 2025
(2) Convener of the general meeting of shareholders: the board of directors
(3) Voting method: The voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting
(iv) The date, time and place of the on-site meeting
Date and time: 15:00 on January 9, 2025
Venue: Conference Room 1, Building 1, Sany Industrial Park, Beiqing Road, Changping District, Beijing
(5) The system, start and end dates and voting times of online voting.
Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
Online voting: January 9, 2025
Until January 9, 2025
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 general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(6) Voting procedures for margin trading, refinancing, agreed repurchase business accounts and Shanghai-Hong Kong Stock Connect investors
Accounts related to margin trading, refinancing, agreed repurchase business, and Shanghai-Hong Kong Stock Connect investors shall be subject to the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 – Standardized Operation.
(7) Involving public solicitation of shareholders' voting rights
According to the relevant provisions of the China Securities Regulatory Commission's "Measures for the Administration of Equity Incentives of Listed Companies", the shareholders' meeting involved the independent directors to publicly solicit shareholder voting rights, and the independent director Deng Zhonghua as the solicitor solicited the voting rights of all shareholders of the company on the equity incentive related proposals considered at the shareholders' meeting. For details, please refer to the "Announcement of Sany Renewable Energy Co., Ltd. on Public Solicitation of Proxy Voting Rights by Independent Directors" published on the website of the Shanghai Stock Exchange on December 24, 2024.
2. Matters to be considered by the meeting
The general meeting of shareholders deliberated on the proposal and the type of voting shareholder
Types of voting shareholders
Serial No. Name of Proposal Shareholders of A shares
Non-cumulative voting motions
"Proposal on the > and Summary of the Company's < 2024 Restricted Stock Incentive Plan (Draft 1)" √
"Proposal on the > of the Company's < 2024 Restricted Stock Incentive Plan Implementation 2 Assessment and Management Measures" √
"On Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Company
3 Proposal on Matters Related to the 2024 Restricted Stock Incentive Plan" √
4 "Proposal on the Estimated External Guarantee Amount in 2025" √
"About the Deposit and Loan Management of Affiliated Banks in 2025"
5 Proposal on financial business" √
"Proposal on the Estimated Quota of Routine Related Party Transactions in 2025".
6 Case √
"Proposal on Adjusting the Seats of the Board of Directors and Amending <公司章程>the Rules of Procedure of the 7th Board of Directors of the <>" √
8.00 "Proposal on Amending Part of the Company's Governance System" √
8.01 Amendment <关联交易管理办法>Proposal √
8.02 <对外担保管理制度>Amendment Bill √
Cumulative voting motions
"Proposal on Supplementing Non-Independent Directors of the Second Board of Directors of the Company".
9.00 Case》 (3) directors should be elected
"Regarding the election of Mr. Yu Liangwei as the second board of directors of the company
9.01 Proposal of Independent Directors" √
"On the election of Mr. Zhang Ying as the second board of directors of the company
9.02 Proposal for the Establishment of Directors" √
"On the election of Mr. Jiang Peng as the second board of directors of the company
9.03 Proposal for the Establishment of Directors" √
1. Explain the time and media of disclosure of each proposal
The proposal submitted to the general meeting of shareholders for consideration has been the eleventh meeting and the second session of the second board of directors of the company
The ninth meeting of the board of supervisors deliberated and approved, and the relevant announcement was made on the Shanghai Stock Exchange on December 24, 2024
Website (www.sse.com.cn) and "China Securities Journal", "Shanghai Securities News", "Securities Times" and "Securities Daily" are disclosed. The Company will publish the Meeting Materials of the First Extraordinary General Meeting of Shareholders of Sany Renewable Energy in 2025 on the website of the Shanghai Stock Exchange (www.sse.com.cn) before the first extraordinary general meeting of shareholders in 2025. 2. Special Resolution Motions: Motions 1-4, Motions 7
3. Proposals for separate counting of votes for small and medium-sized investors: Bills 1-6 and Bills 9
4. Proposals involving the recusal of related shareholders from voting: Proposals 1-3 and 5-6
Name of related shareholders who should recuse themselves from voting: Proposal 1-3 The company's 2024 restricted stock incentive plan
Shareholders who are related to the incentive recipients abstain from voting; Motion 5 Mr Leung Man Kan and persons acting in concert recused themselves from voting; Motion 6 Mr. Liang Wengen and his concert party, Mr. Li Qiang, abstained from voting. 5. Proposals involving the participation of preferred shareholders in voting: none
3. Precautions for voting at the general meeting of shareholders
(1) Shareholders of the Company who exercise their voting rights through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote.sseinfo.com) to vote. If you log in to the Internet voting platform for the first time to vote, investors need to complete shareholder identity verification. For specific operations, please refer to the instructions on the website of the Internet voting platform.
(2) If the number of votes cast by a shareholder exceeds the number of votes he or she has, or if the number of votes cast exceeds the number of votes to be elected in the election by a margin of vote, the votes cast by the shareholder for the proposal shall be deemed invalid.
(3) If the same voting right is repeatedly voted on the spot, through the firm's online voting platform or other means, the result of the first vote shall prevail.
(4) Shareholders can only submit all proposals after they have voted on them.
(5) The voting method for the election of directors, independent directors and supervisors by cumulative voting system is detailed in Annex 2. 4. Attendees of the meeting
(1) Shareholders of the Company registered in the Shanghai Branch of China Depository and Clearing Co., Ltd. at the close of the afternoon of the share registration date have the right to attend the general meeting of shareholders (see the table below for details) and may entrust proxies to attend the meeting and vote in writing. The nominee does not have to be a shareholder of the company.
Share Class Stock Code Stock Abbreviation Share Record Date
A shares 688349 Sany Renewable Energy 2025/1/2
(2) Directors, supervisors and senior management of the company.
(3) Lawyers hired by the company.
5. Registration for the Conference
(1) Registration time: 9:30-17:30 on January 3, 2025
(2) On-site registration location: Sany Industrial Park, Beiqing Road, Changping District, Beijing
(3) Registration methods
1. If a natural person shareholder attends the general meeting of shareholders in person, he or she shall register with his or her original ID card and securities account card or original valid equity certificate; If the agent is entrusted, the original securities account card or valid equity certificate and a copy of the ID card, the original power of attorney (see Annex 1 for format) and the original ID card of the trustee shall be presented for registration.
2. If the legal representative/executive partner of the enterprise shareholder appoints a representative to attend the general meeting of shareholders in person, he or she shall go through the registration formalities with his or her ID card, the identity certificate of the legal representative/executive partner, a copy of the business license of the enterprise (with the official seal), a securities account card or a valid equity certificate; If a shareholder of an enterprise entrusts an agent to attend the general meeting of shareholders, he or she shall go through the registration formalities with the agent's ID card, power of attorney (see Annex 1 for format), a copy of the business license of the enterprise (with the official seal), a securities account card or a valid equity certificate.
3. Non-local shareholders can register by letter or email, and the letter and mail shall be subject to the time of arrival at the company, and the name of the shareholder, shareholder account, contact address, zip code, and contact telephone number shall be written on the letter and mail
and need to attach a copy of the supporting materials listed in paragraphs 1 and 2 above, please indicate the words "general meeting of shareholders" on the letter, and you need to bring the original when attending the meeting, the company does not accept telephone registration.
4. Margin investors who attend the meeting shall hold the business license of the securities company related to margin trading, the certificate of securities account and the power of attorney issued to the investor; If the investor is an individual, he or she should also present his or her ID card or other valid documents that can show his identity; If the investor is an institution, it should also hold the business license of the unit, the ID card of the participants, and the power of attorney issued by the legal representative of the unit.
6. Other matters
(1) The participants of the on-site meeting shall pay for their own accommodation and transportation expenses.
(2) Contact information for the meeting:
Address: Sany Industrial Park, Beiqing Road, Changping District, Beijing
Contact: Securities Investment Department
Zip code: 102206
Phone: 010-60737789
E-mail: sanyreir@sany.com.cn
The announcement is hereby made.
Board of Directors of Sany Renewable Energy Co., Ltd
December 24, 2024
Attachment 1: Power of Attorney
Appendix 2: Explanation of the voting method for the election of directors, independent directors and supervisors using the cumulative voting system
Attachment 1: Power of Attorney
Power of Attorney
Sany Renewable Energy Co., Ltd.:
I hereby entrust Mr. (Ms.) to attend the call on January 9, 2025 on behalf of my unit (or myself).
Open your company's first extraordinary general meeting of shareholders in 2025 and exercise voting rights on your behalf.
Number of ordinary shares held by the delegator:
Number of preferred shares held by the client:
Principal Shareholder Account Number:
Serial Number Name of Non-cumulative Vote Proposal Agree Oppose Abstention
Proposal on the > and Summary of the Company's < 2024 Restricted Stock Incentive Plan (Draft 1)
Proposal on the > of the Measures for the Implementation of the 2 Assessment and Management Measures of the Company's < 2024 Restricted Stock Incentive Plan
"On Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Company
3 Bills on Matters Related to the 2024 Restricted Stock Incentive Plan
4 "Proposal on the Estimated External Guarantee Amount in 2025"
"About the Deposit and Loan Management of Affiliated Banks in 2025"
5 Proposal on financial business》
"Proposal on the Estimated Quota of Routine Related Party Transactions in 2025".
6 Cases》
"Proposal on Adjusting the Seats of the Board of Directors and Amending <公司章程>the Rules of Procedure of the 7th Board of Directors of the < Directors>
8.00 "Proposal on Amending Part of the Company's Governance System"
8.01 <关联交易管理办法>Amendment Proposal
8.02 <对外担保管理制度>Amendment Proposal
Serial Number Name of Cumulative Voting Proposal Number of Votes
"On the addition of non-independent directors of the second board of directors of the company
9.00 Motion》
"Regarding the election of Mr. Yu Liangwei as the second board of directors of the company
9.01 Proposal of Non-Independent Directors》
"Regarding the election of Mr. Zhang Ying as the second board of directors of the company
9.02 Proposal of Independent Directors》
"On the election of Mr. Jiang Peng as the second board of directors of the company
9.03 Proposal of Independent Directors》
Signature (seal) of the principal: Signature of the trustee:
Trustee's ID Number: Trustee's ID Number:
Date of commission: YYYYYYYYYYYYYYYYYYYYYY
Remark:
The Trustee shall select one of the intentions of "Agree", "Oppose" or "Abstain" in the Power of Attorney and mark "√", and the Trustee shall have the right to vote according to his own wishes if the Principal does not make specific instructions in this Power of Attorney.
Appendix 2: Explanation of the voting method for the election of directors, independent directors and supervisors using the cumulative voting system
1. The election of director candidates, independent director candidates, and board of supervisors candidates at the general meeting of shareholders shall be numbered separately as the proposal groups. Investors should vote for each candidate in each group.
2. The number of shares declared represents the number of votes cast in the election. For each group, shareholders have a total number of votes equal to the number of directors or supervisors to be elected under the group for each share they hold. If a shareholder holds 100 shares of a listed company, and there are 10 directors and 12 director candidates to be elected at the general meeting of shareholders, the shareholder has 1,000 votes for the board of directors election proposal group.
3. Shareholders shall vote within the limit of the number of votes cast for each group. Shareholders vote according to their own wishes, either by pooling their votes for one candidate or by voting for different candidates in any combination. After the voting is over, the number of votes for each motion will be counted separately.
4. Examples:
A listed company convenes a general meeting of shareholders to adopt the cumulative voting system to re-elect the board of directors and the board of supervisors, and should be elected
5 directors and 6 director candidates; 2 independent directors and 3 independent director candidates; should
There are 2 elected supervisors and 3 candidates for supervisors. The matters to be voted on are as follows:
Cumulative voting motions
4.00 Proposal for Election of Directors (5) directors shall be elected
4.01 Example: Chen ×× √ - √
4.02 Example: Zhao ×× √ - √
4.03 Example: Jiang ×× √ - √
…… …… √ - √
4.06 Example: Song ×× √ - √
5.00 Proposal on the Election of Independent Directors (2) independent directors shall be elected
5.01 Example: Zhang ×× √ - √
5.02 Example: Wang ×× √ - √
5.03 Example: Yang ×× √ - √
6.00 Proposal on the Election of Supervisors (2) Supervisors shall be elected
6.01 Example: Li ×× √ - √
6.02 Example: Chen ×× √ - √
6.03 Example: Huang ×× √ - √
An investor who holds 100 shares of the company at the close of the record date adopts a cumulative voting system, and he or she has 500 votes on proposal 4.00 "Proposal on the election of directors", 200 votes on proposal 5.00 "Proposal on the election of independent directors", and 200 votes on proposal 6.00 "Proposal on the election of supervisors".
The investor may vote on Motion 4.00 as he wishes with a limit of 500 votes. He (she) both
You can cast 500 votes on a single candidate, or you can spread them out to any candidate in any combination.
As shown in the table:
Serial number Name of the motion Number of votes cast
Way 1 Way 2 Way 3 Way...
4.00 Proposal on the Election of Directors - - -
4.01 Example: Chen ×× 500 100 100
4.02 Example: Zhao ×× 0 100 50
4.03 Example: Jiang ×× 0 100 200
…… …… … … …
4.06 Example: Song ×× 0 100 50
Ticker Name
Percentage Change
Inclusion Date