Securities code: 000912 securities abbreviation: Sichuan Lutianhua Company Limited(000912) Announcement No.: 2022-013 Sichuan Lutianhua Company Limited(000912)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
● the shareholders’ meeting did not veto the proposal.
● this shareholders’ meeting does not involve changing the resolutions passed at previous shareholders’ meetings.
1、 Meetings held
(I) meeting time
1. On site meeting time: 15:30, January 27, 2022
2. Online voting time: January 27, 2022. Among them: time of voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25, 9:30-11:30, 13:00-15:00 on January 27, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 27, 2022.
(II) Venue: conference room, building 3, Sichuan Lutianhua Company Limited(000912) Naxi District, Luzhou City, Sichuan Province
(III) convening method: combination of on-site voting and online voting
(IV) convener: Board of directors
(V) Moderator: Chairman Liao tingjun
(VI) legality and compliance of the meeting: the matters involved in this general meeting of shareholders have been deliberated and adopted at the 21st meeting and the 22nd extraordinary meeting of the seventh board of directors of the company, and comply with the provisions of relevant laws, administrative regulations and the articles of association.
2、 Attendance at the meeting
(I) overall attendance
A total of 25 shareholders and their proxies participated in the on-site meeting and online voting of the shareholders’ meeting. The number of voting shares represented was 890689487, accounting for 56.80% of the total voting shares of the company.
(II) attendance at on-site meetings
A total of 8 shareholders and their proxies participated in the on-site meeting of the shareholders’ meeting. The number of voting shares represented was 717749719 shares, accounting for 45.77% of the total voting shares of the company.
(III) online voting
A total of 17 shareholders voted online, representing 172939768 voting shares, accounting for 11.03% of the total voting shares of the company.
Some directors, supervisors, senior managers and witness lawyers of the company attended or attended the meeting as nonvoting delegates.
3、 Voting of proposals
The general meeting of shareholders adopted a combination of on-site voting and online voting, and adopted the following proposals: (I) proposal on the prediction of daily connected transactions in 2022
Total voting:
423764486 shares agreed, accounting for 99.95% of the effective voting shares of the meeting and the network; Against 224900
Shares, accounting for 0.05% of the effective voting shares of the meeting and the network; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
Total voting of minority shareholders:
168414662 shares agreed, accounting for 73.09% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.1% of the effective voting shares of the meeting and the network; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
(II) proposal on adding and electing Chen Maozhu as a non independent director of the seventh board of directors of the company
Total voting:
Agreed to 890459487 shares, accounting for 99.97% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.03% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
Total voting of minority shareholders:
Accounting for 0.1% of the effective voting shares of the meeting and network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
(III) proposal on adding and electing Gong Zhengying as a non independent director of the seventh board of directors of the company
Total voting:
Agreed to 890459487 shares, accounting for 99.97% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.03% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
Total voting of minority shareholders:
230186060 shares agreed, accounting for 99.9% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.1% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
(IV) proposal on the by election of Luo Hang as the non employee supervisor of the seventh board of supervisors of the company
Total voting:
Agreed to 890459487 shares, accounting for 99.97% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.03% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
Total voting of minority shareholders:
230186060 shares agreed, accounting for 99.9% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.1% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
(V) proposal on by election of Lai Shanyou as the non employee supervisor of the 7th board of supervisors of the company
Total voting:
Agreed to 890459487 shares, accounting for 99.97% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.03% of the effective voting shares of the meeting and the network; Abstain 5100 shares (including 0 shares by default due to non voting),
Total voting of minority shareholders:
230186060 shares agreed, accounting for 99.9% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.1% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
(VI) proposal on business cooperation and related party transactions with Bank Of China Limited(601988)
Total voting:
627807290 shares agreed, accounting for 99.2% of the effective voting shares of the meeting and the network; Oppose 5069756 shares, accounting for 0.8% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
Total voting of minority shareholders:
Agreed to 119414290 shares, accounting for 95.92% of the effective voting shares of the meeting and the network; 5069756 shares opposed, accounting for 4.07% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
(VII) proposal on business cooperation and related party transactions with Agricultural Bank Of China Limited(601288)
Total voting:
Agree to 720373836 shares, accounting for 99.3% of the effective voting shares of the meeting and the network; Oppose 5069756 shares, accounting for 0.7% of the effective voting shares of the meeting and the network; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
Total voting of minority shareholders:
163569806 shares agreed, accounting for 96.99% of the effective voting shares of the meeting and the network; Oppose 5069756 shares, accounting for 3.01% of the effective voting shares of the meeting and the network; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
(VIII) proposal on Amending the articles of Association
Total voting:
Accounting for 0.03% of the effective voting shares of the meeting and network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
Total voting of minority shareholders:
230186060 shares agreed, accounting for 99.9% of the effective voting shares of the meeting and the network; Against 224900 shares, accounting for 0.1% of the effective voting shares of the meeting and the network; 5100 shares were abstained (including 0 shares by default due to non voting), accounting for 0% of the effective voting shares of the meeting and the network.
During the deliberation of the first proposal at the extraordinary general meeting of shareholders, the related shareholders Luzhou Industrial Development Investment Group Co., Ltd. and Sichuan Lutianhua Company Limited(000912) (Group) Co., Ltd. avoided voting; When considering the sixth proposal, Bank Of China Limited(601988) Luzhou Branch, Bank Of China Limited(601988) Chengdu Jinjiang sub branch, Bank Of China Limited(601988) Ningxia Hui Autonomous Region Branch avoided voting; When considering the seventh proposal, the related shareholders Agricultural Bank Of China Limited(601288) Sichuan branch and Agricultural Bank Of China Limited(601288) Ningxia Hui Autonomous Region Branch avoided voting.
4、 Legal opinion issued by lawyer
The company hired lawyers Huang Ji and Liu Hanqiu from Sichuan discovery law firm to attend the shareholders’ meeting and issued a legal opinion on the shareholders’ meeting.
According to the legal opinion, the convening, convening and voting procedures of the company’s first extraordinary general meeting in 2022 comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of association, the qualifications of the participants and the convener of the meeting are legal and effective, and the voting results of this general meeting are legal and effective.
5、 Documents for future reference
1. Resolution of the first extraordinary general meeting of shareholders in Sichuan Lutianhua Company Limited(000912) 2022
2. Legal opinion of Sichuan discovery law firm on the first extraordinary general meeting of shareholders in Sichuan Lutianhua Company Limited(000912) 2022
It is hereby announced.
Sichuan Lutianhua Company Limited(000912) board of directors
January 27, 2022
