Securities code: 600749 securities abbreviation: Tibet Tourism Co.Ltd(600749) Announcement No.: 2022-010
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
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 bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips: whether there is a veto proposal at this meeting: none. The convening and attendance of the meeting
(1) Time of the general meeting of shareholders: February 9, 2022
(2) Venue of the shareholders’ meeting: conference room of Xinyi Qixiu Hotel, Youyi Road, Guangyang District, Langfang City, Hebei Province (200m north of the Convention and Exhibition Center) (III) ordinary shareholders attending the meeting and preferred shareholders who have restored their voting rights and their shares:
1. Number of shareholders and proxies attending the meeting 9
2. The total number of voting shares held by shareholders attending the meeting (shares) is 64472370
3. Proportion of voting shares held by shareholders attending the meeting to the total voting shares of the company (%) 29.0161
(4) Whether the voting method complies with the provisions of the company law and the articles of association, and the chairmanship of the general meeting.
The shareholders’ meeting was convened by the board of directors and presided over by Mr. Zhao Jinfeng, chairman of the company.
The proposals considered at this shareholders’ meeting are consistent with the contents stated in the notice of the first extraordinary shareholders’ meeting in 2022. This shareholders’ meeting did not vote on the matters not listed in the meeting notice, nor did it modify the original proposal or put forward new proposals.
The general meeting of shareholders conducted voting, vote counting and vote monitoring in accordance with the provisions of the articles of association. The chairman of the meeting announced the voting results on the spot. The shareholders attending the general meeting of shareholders and their authorized representatives did not raise objections to the voting results. The convening, convening and voting methods of the meeting comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shanghai Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the resolutions made are legal and effective. (5) Attendance of directors, supervisors and Secretary of the board of directors of the company
1. The company has 9 directors in office and 3 attendees, including Mr. Zhao Jinfeng, chairman of the company, and song Yan, independent director
Ms. Chen and Mr. Gao Jinbo attended the on-site meeting of the general meeting of shareholders. Due to work reasons, the directors of the company, Mr. Jiang Chenghong, Ms. Hu Xiaofei, Mr. Hu Feng (president), Mr. ouyangxu, Mr. Ma Simin, and the independent director, Mr. Mei Yunxin, did not attend the shareholders’ meeting;
2. There were 3 supervisors in office and 1 attended the meeting. Mr. Zou Xiaojun attended the general meeting of shareholders for work
For reasons, Mr. Shi Yujiang, chairman of the board of supervisors of the company, and Mr. Li Dongqu cairang, employee representative supervisor, did not attend the shareholders’ meeting;
3. Ms. Luo Lianying, Secretary of the board of directors and chief financial officer of the company, attended the shareholders’ meeting. 2、 Deliberation of proposals (I) non cumulative voting proposals
1. Proposal Name: proposal on terminating major asset restructuring and withdrawing application documents
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 64441370 99.9519 31000 0.0481 0.0000
(2) Voting of less than 5% of shareholders involved in major issues
Name of the proposal: agree against abstention
Proportion of No. votes (%) proportion of votes (%) proportion of votes (%)
On termination of major assets
1. Reorganization and withdrawal of the proposal to apply for 8646800 99.6427 31000 0.3573 0.0000 application documents
(3) Explanation on the voting of proposals
1. Proposal 1 is a special resolution proposal, which is approved by the voting rights held by the shareholders or shareholder representatives attending the general meeting of shareholders
It shall be adopted in the form of special resolution with the consent of more than two-thirds of the;
2. Proposal 1 requires separate vote counting for small and medium-sized investors;
3. Proposal 1 related shareholders need to avoid voting, and related shareholders Tibet Guofeng Culture Development Co., Ltd. and Tibet
Naming Network Technology Co., Ltd. and Yueqing Yicheng Electric Co., Ltd. did not participate in the voting;
4. This general meeting of shareholders does not involve the proposal that preferred shareholders participate in the voting. 3、 Lawyer witness
1. The law firm witnessed by this shareholders’ meeting: Beijing Guofeng law firm
Lawyer: Lawyer Zhang Ying, lawyer Liang Jing
2. Lawyer’s Witness conclusion:
The notice, convening and convening procedures of this meeting of the company comply with the provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association. The qualifications of the convener and attendees of this meeting, as well as the voting procedures and voting results of this meeting are legal and effective. 4、 List of documents for future reference 1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors; 2. A legal opinion signed and sealed by the director of the witnessed law firm.
Tibet Tourism Co.Ltd(600749) February 9, 2022