Stock code: 603615 Securities abbreviation: Camellia shares Announcement number: 2021-063
The Board of Directors and all directors of the Company warrant that the contents of this announcement are free from any false record, misleading statement or material omission, and assume individual and joint responsibility for the truthfulness, accuracy and completeness of the contents.
Important content notice:
• Whether there is a veto resolution at this meeting: None
1. Convening and attendance at meetings
(2) The place where the shareholders’ general meeting will be held: the conference room on the first floor of Camellia Modern Household Products Co., Ltd. (hereinafter referred to as the “Company”), No. 168 Jiaokeng Road, Gushan Town, Jin’an District, Fuzhou City, Fujian Province
(iii) Ordinary shareholders and preferred shareholders whose voting rights have been restored and their holdings present at the meeting:
(4) Whether the voting method complies with the provisions of the Company Law and the Articles of Association, and the presiding situation of the general meeting.
The shareholders’ meeting was convened by the board of directors of the company and chaired by Mr. Chen Kwaisheng, the chairman of the board. The meeting of this general meeting of shareholders adopted a combination of on-site recorded voting and online voting to vote on the matters specified in the notice of this general meeting. The convening, convening and voting methods of this shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules for Shareholders’ Meetings of Listed Companies (revised in 2016), the Implementation Rules for Online Voting at Shareholders’ Meetings of Listed Companies on the Shanghai Stock Exchange (revised in 2015) and the Articles of Association.
(5) The attendance of the company’s directors, supervisors and secretary of the board of directors
1. There are 9 directors in the company and 9 attendees;
2. The company has 3 supervisors and 3 attendees;
3. The secretary of the board of directors of the company attended the meeting, and other senior management attended the meeting as observers.
2. Deliberation of bills
(1) Non-cumulative voting motions
1. Name of the proposal: “Motion on the Company’s Compliance with the Conditions for Non-public Issuance of A Shares”
Outcome of the review: Adopted
2. Name of the proposal: the following matters of the “Proposal on the Company’s 2021 Non-public Issuance of A Shares”
2.01 Name of the proposal: Type and par value of shares to be issued
2.02、 Name of the proposal: issuance method and issuance time
2.03、 Name of proposal: target of issuance and subscription method
2.04、 Name of the proposal: pricing base date, issue price and pricing principle
2.05、 Name of the proposal: Number of issues
2.06、 Name of the proposal: Amount and purpose of funds raised
2.07、 Name of the proposal: Place of listing of the stock
2.08、 Name of the proposal: Limited sale period arrangement
2.09、 Name of the proposal: Undistributed profit arrangement
2.10、 Name of Proposal: The validity period of the issuance resolution
3. Name of the proposal: “Proposal on the Company’s 2021 Non-public Issuance of A Shares”
4. Proposal name: “Proposal on the Feasibility Analysis Report on the Use of Funds Raised by the Company’s Non-public Issuance of A-shares in 2021”
5. Motion name: “Motion on the Special Report on the Use of the Company’s Previous Raised Funds”
6. Motion name: “Motion on Diluted Spot Return of This Non-public Offering of A-Shares, Measures to Fill Spot Return and Related Entity Commitments”
7. Name of the proposal: “Motion to Propose to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Non-public Offering of Shares”
(2) Involving major matters, small and medium-sized investors (refers to shareholders other than the following shareholders among the shareholders of the company: (1) directors, supervisors and senior management of the company; (2) Voting status of shareholders who individually or collectively hold more than 5% of the company’s shares
(3) A statement of information on the voting on motions
1. The above motions are all special resolutions and have been passed by more than two-thirds of the total number of voting shares held by shareholders or shareholders’ proxies attending the meeting;
2. The above motions are all counted separately for small and medium-sized investors.
III. Lawyers’ Witnesses
1. Law firm witnessed by this shareholders’ meeting: Fujian Zhili Law Firm
Lawyers: Cai Zhongshan, Chen Lusheng
2. Lawyer witnesses concluding comments:
The convocation and convocation procedures of this meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings of Listed Companies (Revised in 2016), the Implementation Rules for Online Voting at Shareholders’ Meetings of Listed Companies on the Shanghai Stock Exchange (Revised in 2015) and the Articles of Association.
4. Catalog of documents for reference
1. Resolution of the second extraordinary general meeting of shareholders of Camellia Modern Household Products Co., Ltd. in 2021;
2. Legal opinion of Fujian Zhili Law Firm on the second extraordinary shareholders’ meeting of Camellia Modern Household Products Co., Ltd. in 2021.
Camellia Modern Household Products Co., Ltd
December 31, 2021