Securities code: 002539 securities abbreviation: Chengdu Wintrue Holding Co.Ltd(002539) Announcement No.: 2022-016 Chengdu Wintrue Holding Co.Ltd(002539)
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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important:
1、 The shareholders' meeting did not veto the proposal.
2、 This general meeting of shareholders does not involve changing the resolutions adopted by previous general meetings of shareholders.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. Date and time of the meeting
On site meeting time: 14:00 PM, Monday, February 7, 2022
Online voting time: February 7, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 7, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 7, 2022.
2. Venue of the on-site meeting: conference room Chengdu Wintrue Holding Co.Ltd(002539) on the 4th floor of Huijing building, No. 969, middle section of Shulong Avenue, Xindu District, Chengdu.
3. Voting method: the shareholders' meeting adopts the combination of on-site voting and online voting.
4. Convener: Chengdu Wintrue Holding Co.Ltd(002539) (hereinafter referred to as "the company") board of directors
5. Host of the on-site meeting: Ms. Mou Jiayun, chairman
6. The convening of this meeting was deliberated and adopted at the 31st meeting of the Fifth Board of directors of the company, and was in line with the company law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange, the rules of the general meeting of shareholders of listed companies and other laws and regulations, normative documents, the Chengdu Wintrue Holding Co.Ltd(002539) articles of association and other relevant provisions.
(II) attendance at the meeting
1. A total of 69 shareholders (including authorized representatives of shareholders) attended the general meeting, representing 565712622 shares with voting rights, accounting for 57.4273% of the total 985093500 shares of the company. Of which:
(1) A total of 10 shareholders (including authorized representatives of shareholders) attended the shareholders' meeting, representing 448938319 voting shares, accounting for 45.5732% of the total voting shares of the company. Among them, there was one authorized representative of shareholders attending the general meeting, representing 868170 voting shares, accounting for 0.0881% of the total voting shares of the company.
(2) A total of 59 shareholders participated in online voting, representing 116774303 voting shares, accounting for 11.8541% of the total voting shares of the company.
2. The company's directors, supervisors and Secretary of the board of directors attended the meeting, and other senior managers and witness lawyers attended the meeting as nonvoting delegates.
2、 Deliberation and voting of proposals
The following proposals were considered and adopted by on-site open ballot and online voting. The voting conditions are as follows:
(I) the proposal on the company meeting the conditions for non-public offering of shares was deliberated and adopted
Total voting: 565583222 shares in favor (accounting for 99.9771% of the total voting shares attending the meeting), 129400 shares against (accounting for 0.0229% of the total voting shares attending the meeting), and 0 shares abstained (accounting for 0.0000% of the total voting shares attending the meeting).
Among them, the voting situation of small and medium-sized investors (referring to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below) is: 117513073 shares (accounting for 99.8900% of the total shares held by small and medium-sized investors attending the meeting) 129400 shares were opposed (accounting for 0.1100% of the total shares held by small and medium-sized investors attending the meeting) and 0 shares were abstained (accounting for 0.0000% of the total shares held by small and medium-sized investors attending the meeting). 1. According to relevant regulations, the company does not have the right to vote at the general meeting of shareholders when repurchasing shares in special accounts and employee stock ownership plan accounts. As of the equity registration date of this shareholders' meeting (January 26, 2022), the total share capital of the company is 1010100000 shares, of which 5150800 shares are held in the company's special securities repurchase account, and 16200000 shares and 3655700 shares are held in the company's second and third employee stock ownership plans respectively, The total number of voting shares in this general meeting of shareholders is 985093500.
The proposal was adopted by more than two-thirds of the voting rights held by the shareholders with voting rights attending the general meeting of shareholders.
(II) the proposal on the company's non-public offering of shares was deliberated and adopted item by item
Since the shareholder Ms. Mu Jiayun intends to subscribe for the company's non-public offering of shares, which constitutes a connected transaction, Ms. Mu Jiayun and her concerted actors need to avoid voting on this proposal, Ms. Mu Jiayun and her concerted actors, Mr. Song Rui, Mr. Zhang Mingda, Zhuhai abama Asset Management Co., Ltd. - abama Yuanxiang dividend No. 99 private securities investment fund Zhuhai abama Asset Management Co., Ltd. - abama Yuanxiang dividend No. 100 private securities investment fund held 431826549 shares in total, and did not participate in the voting of the following sub proposals.
2.01 type and par value of shares issued
Total voting: 133756673 shares (accounting for 99.9034% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 0 shares abstained (accounting for 0.0000% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting conditions of small and medium-sized investors are: 117513073 shares agreed (accounting for 99.8900% of the total shares held by unrelated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 0 shares abstained (accounting for 0.0000% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.02 issuing method and time
Total voting: 133756573 shares (accounting for 99.9033% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting).
Among them, the voting conditions of small and medium-sized investors are: 117512973 shares agreed (accounting for 99.8899% of the total shares held by unrelated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.03 issuing object and subscription method
Total voting: 133756573 shares (accounting for 99.9033% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting conditions of small and medium-sized investors are: 117512973 shares agreed (accounting for 99.8899% of the total shares held by unrelated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.04 issue price and pricing principle
Total voting: 133705673 shares in favor (accounting for 99.8653% of the total voting shares of non affiliated shareholders attending the meeting), 180300 shares against (accounting for 0.1347% of the total voting shares of non affiliated shareholders attending the meeting), and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting conditions of small and medium-sized investors are: 117462073 shares agreed (accounting for 99.8467% of the total shares held by unrelated small and medium-sized investors attending the meeting), 180300 shares opposed (accounting for 0.1533% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.05 number of issues
Total voting: 133756573 shares (accounting for 99.9033% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting conditions of small and medium-sized investors are: 117512973 shares agreed (accounting for 99.8899% of the total shares held by unrelated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.06 amount and purpose of raised funds
Total voting: 133764573 shares in favor (accounting for 99.9093% of the total voting shares of non affiliated shareholders attending the meeting), 121400 shares against (accounting for 0.0907% of the total voting shares of non affiliated shareholders attending the meeting), and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting conditions of small and medium-sized investors are: 117520973 shares agreed (accounting for 99.8967% of the total shares held by unrelated small and medium-sized investors attending the meeting), 121400 shares opposed (accounting for 0.1032% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.07 restricted period
Total voting: 133756573 shares (accounting for 99.9033% of the total voting shares of non affiliated shareholders attending the meeting), 129400 shares against (accounting for 0.0966% of the total voting shares of non affiliated shareholders attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting conditions of small and medium-sized investors are: 117512973 shares agreed (accounting for 99.8899% of the total shares held by unrelated small and medium-sized investors attending the meeting), 129400 shares opposed (accounting for 0.1100% of the total shares held by unrelated small and medium-sized investors attending the meeting) and 100 shares abstained (accounting for 0.0001% of the total shares held by unrelated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.08 arrangement of undistributed profits
Total voting: 133756573 shares (accounting for 99.9033% of the total voting shares of non affiliated shareholders attending the meeting), 111800 shares against (accounting for 0.0835% of the total voting shares of non affiliated shareholders attending the meeting), 17700 shares abstained (accounting for 0.0132% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting conditions of small and medium-sized investors are: 117512973 shares agreed (accounting for 99.8899% of the total shares held by non affiliated small and medium-sized investors attending the meeting), 111800 shares opposed (accounting for 0.0950% of the total shares held by non affiliated small and medium-sized investors attending the meeting) and 17700 shares abstained (accounting for 0.0150% of the total shares held by non affiliated small and medium-sized investors attending the meeting).
The proposal was adopted by more than two-thirds of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
2.09 place of listing
Total voting: 133764573 shares in favor (accounting for 99.9093% of the total voting shares of non affiliated shareholders attending the meeting), 121400 shares against (accounting for 0.0907% of the total voting shares of non affiliated shareholders attending the meeting), and 100 shares abstained (accounting for 0.0001% of the total voting shares of non affiliated shareholders attending the meeting). Among them, the voting of small and medium-sized investors is: 117520973 shares are agreed (accounting for 99.8967% of the total shares held by non affiliated small and medium-sized investors attending the meeting)
