Model proposal of the board of directors-proposal 1 The board of directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and they shall bear individual and joint responsibilities for the truthfulness, accuracy and completeness of its contents.
According to the resolution of the 9th meeting of the 6th Board of Directors of the Company, the Company decided to convene the 20xx Annual General Meeting of Shareholders. The relevant information about convening this meeting is hereby notified as follows:
(1) Meeting time: 2 1, 9: 30 am on Tuesday, April 2nd, 20xx.
2. Venue: Longpan Hall, Meeting Room, Nanjing Pearl Hotel 10 (No.389, Zhujiang Road, Nanjing)
(3), meeting topics:
1. Review the full text and abstract of the company's 20xx annual report;
2. Review the 20xx annual work report of the board of directors of the company;
3. Review the 20xx annual work report of the Board of Supervisors of the Company;
4. Review the company's 20xx annual financial statement and 20xx annual financial budget report;
5. Review the company's 20xx annual profit distribution plan;
Audited by Nanjing Lixin Yonghua Certified Public Accountants, the company realized a net profit of 2,xx9,421.89 yuan in 20xx, and plans to withdraw the statutory surplus reserve fund of 2,xx,942.19 yuan, and the discretionary surplus reserve fund of 2,xx,942.4438+00%. Together with the undistributed profit at the beginning of the year of 65,438+099,65,438+085,xx 8.84 yuan, after deducting the arbitrary surplus reserve of 3,430,734.02 drawn in previous years and the distributed common stock dividend of 25,589,65,438+007.16 yuan, the shareholders can distribute the profits this year.
After studying at the ninth meeting of the sixth board of directors of the company, it is proposed that there will be no profit distribution and no capitalization of capital reserve this year.
6. Review the debriefing reports of independent directors of the company;
7. To consider the proposal on independent directors of the company;
Since Ms. Liu Ailian became an independent director of the company in 20xx, her term of office has expired for six years. According to the Guiding Opinions of China Securities Regulatory Commission on Establishing Independent Director System in Listed Companies and the Articles of Association, it is decided that Ms. Liu Ailian will no longer serve as an independent director of the company, and it is proposed to nominate Mr. Zhou Faliang as a candidate for independent director of the company (resume attached); Independent directors of the company expressed their independent opinions on this.
8. Review the Proposal on Renewing the Appointment of Nanjing Lixin Yonghua Certified Public Accountants Co., Ltd.; The company intends to continue to employ Nanjing Lixin Yonghua Certified Public Accountants as the auditor of the company's 20xx annual financial report, with an audit fee of 400,000 yuan.
(iv) Participants
1.20xx All shareholders of the company and their authorized agents registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the market closed on April 6 (see the attachment for the power of attorney);
2. Directors, supervisors, senior managers and perennial legal advisers of the company.
(V) Method of meeting registration
1. corporate shareholders, who attended the meeting, holds a copy of the business license, the power of attorney of the legal representative and the ID card of the attendee; Individual shareholders hold their ID cards and shareholder account cards; The entrusted agent shall go through the registration formalities for attending the meeting with his/her ID card, power of attorney, client's shareholder account card and client's ID card, and shareholders in different places may register by letter or fax.
2. Registration time: Before the moderator announces the number of shareholders and agents present at the meeting and the total number of shares with voting rights, all shareholders present have the right to attend the shareholders' meeting.
3. Registered place: Securities Office of Nanjing Chemical Fiber Co., Ltd.
(vi) Other matters
1. The board, lodging and transportation expenses of shareholders attending the meeting shall be borne by themselves;
2. Tel: 025-84529xxx
Fax: 025-84529xxx
Postal code: xxxxxxxxx
Contact: xxx
It is hereby announced
Xx，xx，XX，XX
Model Proposal of the Board of Directors-Proposal II Shareholders and Shareholders' Representatives:
On the afternoon of June 17, 20xx, the company received three documents from Shaanxi Supervision Bureau of China Securities Regulatory Commission, including: documents from Henan Provincial Bureau (Yu 20xx211); Documents of Henan Expressway Development Co., Ltd. (Gao Yu CompanyNo. 20xx472); Documents of Kaifeng Municipal Transportation Bureau (BianjiaowenNo. 20xx77) (see the announcement disclosed by the company on June 20, 20xx for details).
On the afternoon of June 17, 20xx, Bandung Asia Certified Public Accountants Co., Ltd. Shaanxi Branch went to Henan Administration for Industry and Commerce to inquire about the enterprise case and obtained three documents, the contents of which are as follows:
1, document [20xx] No.57 of Kaifeng Municipal People's Government, Notice on Provincial High-frequency Companies Participating in the Construction of Kaifeng-Tongxu Expressway on Daguang Line, dated August 28th, 20xx, with the main contents as follows: To ensure the completion of Kaifeng-Tongxu Expressway construction on Daguang Line in 20xx 165438+. Regarding the property right of Kaifeng-Tongxu section of Daguang Line, the name and owner identity of Henan Haixing Expressway Development Co., Ltd. (hereinafter referred to as "Haixing Expressway") remain unchanged. According to the instructions of the provincial government and the leaders of the Communications Department, Haixing Expressway should return all the funds, interest and management fees invested by Gaofa Company within three months after the project is completed and opened to traffic, and at the same time restore the franchise. Otherwise, Gaofa Company and Haixing Expressway will form a joint-stock company, and Gaofa Company will hold the project, and the specific equity ratio will be approved separately;
2. Henan Expressway Development Co., Ltd. Document Gao Yuhan [20xx] No.50 "Letter on Stopping Permission to Dispose of the Equity of Henan Haixing Expressway Development Co., Ltd.", dated July 20xx 12, with the main contents as follows: According to the agreement signed by Gaofa Company, Haixing Group and Haixing Expressway, if Haixing Group cannot open Kaifeng-Tongxu Expressway on Daguang Line within three months, In order to return the interest and management fees invested by Capital High-tech Company, Haixing Group and High-tech Company, the Kaifeng-Tongxu Expressway project of Daguang Line is formed as a legal person, which is controlled by High-tech Company, or Haixing Group transfers all the equity of Haixing Expressway to High-tech Company. At present, Haixing Group and Haixing Expressway have failed to fulfill their obligations and commitments, resulting in serious breach of contract, which leads to the failure to guarantee the safety of 9,654,380,000 yuan of state-owned assets invested by high-risk companies. Based on the above facts, Gaofa Company requested the Henan Provincial Administration for Industry and Commerce to temporarily refuse permission to handle the equity change of Haixing Group and Haixing Expressway, so as to avoid unnecessary disputes and ensure the safety of state-owned assets.
3. There is no time for the agreement between Henan Expressway Development Co., Ltd., Xi 'an Haixing Technology Investment Holding (Group) Co., Ltd. and Henan Haixing Expressway Development Co., Ltd. to invest in the construction of Kaifeng-Tongxu Expressway on Daguang Line. The main contents are as follows: From August 28th, 20xx, Gaofa Company, as one of the investors, will exercise the owner's authority on the construction and management of expressway projects; The status of one of the investment subjects of Haixing Group remains unchanged, and the name and owner status of Haixing Expressway remain unchanged. If Haixing Group returns the funds, interest, management fees and other project investment funds invested by high-risk companies within three months after the Kaifeng-Tongxu section of Daguang Railway is completed and opened to traffic, Haixing Group will restore all the rights and interests of the project. Otherwise, Haixing Group and Gaofa Company form a joint-stock project legal person company, which is controlled by Gaofa Company, or Haixing Group transfers all the shares of Haixing Expressway to Gaofa Company. Specific contents of joint venture or equity transfer will be negotiated separately under the guidance of this principle.
The above six documents obtained by the company show that the Haixing Expressway invested by the company has actually lost the right to operate, charge and operate the Kaifeng-Tongxu Expressway project on Daguang Line. In the supplementary audit of Shaanxi Branch of Bandung Asia Certified Public Accountants, it was found that the management right, toll right, official seal of Haixing Expressway and related personnel of Daguang Line Kaifeng-Tongxu Expressway have been accepted by Henan Giant Panda Kaikai Expressway Co., Ltd. Since March of 20xx, Haixing Expressway has not reflected the toll right income of Daguang Expressway Kaifeng-Tongxu Section, and Haixing Expressway is still bearing huge loan interest.
In view of the current situation of Haixing Expressway, the company believes that Haixing Expressway has lost the substantial control and franchise right of Kaifeng-Tongxu Expressway project on Daguang Line, and the toll collection right of Haixing Expressway is substantially limited, with no operating income, and it is still paying huge loan interest, resulting in huge losses. According to the principle of prudence, the Board of Directors made full provision for impairment of the existing balance of the long-term equity investment of the Company holding 35% equity of Haixing Expressway.
Please think about it.