pokerpot| Thirteen minority shareholders proposed to transfer Ning Communications B financing, but the board of directors would not submit it to the shareholders 'meeting for review.

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Ningxin B (200468), which will hold the annual general meeting at 15:50 on May 28th, 2024, disclosed the announcement of the board of directors on the matter that the interim proposals of shareholders will not be submitted to the general meeting for consideration.

According to the announcement, on May 17, 2024, the board of directors of listed companies received a notice on the proposal to increase the interim motion of the 2023 Ning Communication Annual General meeting submitted by he Wei and 13 others by e-mail in the name of shareholders. He Wei and hisPokerpotHis tradable shareholders hold a total of 6.5 million shares, accounting for 3 per cent of the total share capital of listed companies.

It has been disclosed that this interim proposal for an increase by he Wei and other shareholders includes measures such as targeted issuance of shares to major shareholders to raise cash for the purchase of unlisted high-quality assets of major shareholders, supporting financing board A-shares, and capital operation of mergers and acquisitions.

Through the inquiry of past announcements, it can be found that he Wei entered the top 10 shareholders of Ning Telecom B in the first quarter of 2023, and then increased his holdings in the semi-annual report, three-quarter report and 2023 annual report. By the end of 2023, the proportion of shares held by he Wei was 1.Pokerpot.44%, the shareholding ratio remained unchanged in the first quarter of 2024.

Ning Communication B said that after the board of directors received the above email, the board of directors of the convener of the shareholders' meeting checked the qualifications of the proponents and the relevant contents, and considered that according to the relevant requirements, he Wei and other sponsors did not all provide valid proof of identity and shareholding, as well as the proposal letter signed by himself or the legal and valid written power of attorney. The board of directors of the company is unable to confirm whether the persons who put forward the above interim proposals are all shareholders of the company, and whether all the interim proposals are put forward by the shareholders themselves, so it is necessary to submit the relevant supporting documents in addition. for this reason, the board of directors of the company replied to he Wei in detail by e-mail on May 18, 2024, requesting he Wei and other sponsors to provide additional supporting materials.

As for the reason why the board of directors of this announcement did not submit the shareholders' interim proposal to the shareholders' meeting for consideration, Ning Communication B also said that as of the date of the announcement, the company's board of directors had only received a valid identity certificate provided by he Wei, but did not receive a certificate of shareholding. by checking the company's latest shareholder register, he Wei holds shares of the listed company 1.Pokerpot.44%. The board of directors of the company has not received valid identification and shareholding certificates provided by persons other than he Wei, and the board of directors of the company is unable to confirm the qualifications for interim proposals only if "shareholders holding more than 3% of the company's shares" meet the relevant regulations.

As for the content of the proposal, Ning Communication B also said that after being checked by the board of directors of the convener of the shareholders' meeting, it was found that the proposal did not meet the requirements of relevant laws and regulations and relevant normative documents.

With regard to the proposal of "targeted issuance of shares to major shareholders to raise cash for the purchase of non-listed high-quality assets of major shareholders, supporting financing board A shares, and capital operation measures for mergers and acquisitions," Ning Communication B said that after being examined by the company's board of directors, the interim proposal is only a framework and strategic discussion, and there are no clear topics or specific resolutions.

With regard to the proposal, the major shareholder announcement intends to increase the holding of 10 million to 20 million shares of Ning Telecom shares at no more than HK $3 through overseas subsidiaries and through Hong Kong securities firms, using part of the balance of export foreign exchange earnings as spare shares for equity incentives in the future. Ning Telecom B said that after being examined by the company's board of directors, whether major shareholders increase their shareholdings in the company is an internal decision-making matter of major shareholders, and the interim proposal put forward by the sponsors does not fall within the terms of reference of the shareholders' general meeting.

For the proposal, "put forward an option incentive scheme, exercise the right price of 2.5-3.50 yuan, and set the necessary KPI indicators for business assessment, so that the company's management and core technical backbones can closely link their personal work efforts with the development fate of the enterprise through equity incentives, and achieve two-way travel." , "in the short term, we can first evaluate the value with the annual report, and replace some high-quality assets with the same amount into Ning Telecom." Ning Communication B said that after being reviewed by the company's board of directors, the interim proposal was only a strategic discussion, and there was no clear topic or specific resolution, and the proposal would not be submitted to the general meeting of shareholders for consideration.

As a large-scale backbone manufacturer of communications equipment under China Putian Information Industry Group Corporation, Ning Telecom B is mainly engaged in the research and development, production and sales of information and communication equipment.

Before and after receiving notice of an interim motion to increase the annual general meeting of Ning Telecom in 2023 on May 17, Ning Telecom B's share price fell sharply. During the three consecutive trading days of May 15, 16 and 17, the company's share price fell 7.39%, 4.26% and 10% respectively, representing a cumulative decline of more than 20%.

On the evening of May 19, Ning Telecom B also issued a stock price change announcement, saying that after self-examination, the company's current production and business activities are normal and no major changes have taken place. No major adjustments have taken place in the market environment and industry policies, there are no significant fluctuations in production costs and sales, and the company's internal production and operation order is normal.

In addition, after self-examination, we wrote to the company's controlling shareholder, CLP Guoran Group Co., Ltd., and the actual controller, China Electronic Technology Group Co., Ltd., to verify: as of the date of disclosure of this announcement, except for the information that has been publicly disclosed in the designated media, there are no other major matters that should be disclosed but not disclosed by the company, or are in the planning stage. During this period of abnormal fluctuation of stock trading, there is no situation of buying and selling shares of the company by the company's controlling shareholders and actual controllers.