Securities code: 600326 securities abbreviation: Tibet Tianlu Co.Ltd(600326) Announcement No.: 2022-09
Convertible bond Code: 110060 convertible bond abbreviation: Tianlu convertible bond
Notice on convening 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:
Date of shareholders' meeting: February 25, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 14:30, February 25, 2022
Venue: conference room 6610, No. 14, duodi Road, Lhasa, Tibet
（5） System, start and end date and voting time of online voting.
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 25, 2022
To February 25, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
The voting of accounts related to margin trading, refinancing business, agreed repurchase business and investors of Shanghai Stock connect shall be carried out in accordance with relevant provisions such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation. （7） No matter involving the public solicitation of shareholders' voting rights. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
1. Proposal on major contracts and related party transactions to be signed by the company √
2 proposal on the prediction of daily connected transactions in 2022 √
Cumulative voting motion
3.00 the proposal on the addition of independent directors shall elect (2) independent directors
3.01 proposal on adding Mr. Liang Qinghuai as an independent director √
3.02 proposal on adding Mr. Xu Yang as an independent director √
1. Time and media of disclosure of each proposal
Proposal 1 has been deliberated and adopted at the 11th meeting of the 6th board of directors and the 7th Meeting of the 6th board of supervisors held on December 22, 2021; Proposal 2 and 3 have been deliberated and adopted at the 13th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors held on January 19, 2022. Relevant announcements were made on China Securities Journal, Shanghai Securities News, securities times and Shanghai Stock Exchange on December 23, 2021 and January 21, 2022 respectively com. cn. Disclosed on the website. 2. Special resolution: None
3. Proposals on separate vote counting for small and medium-sized investors: 1, 2, 34. Proposals involving avoidance of voting by related shareholders: 2
Name of related shareholders who should avoid voting:
Tibet Construction Engineering Building Materials Group Co., Ltd. 5. Proposals involving the voting of preferred shareholders: No. III. matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company's shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the number of election votes cast by a shareholder exceeds the number of election votes it has, or if the number of votes cast in the differential election exceeds the number of votes to be elected, its election votes for the proposal shall be deemed invalid.
（4） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（5） Shareholders can submit all proposals only after voting.
（6） The voting method of electing directors, independent directors and supervisors by cumulative voting system is shown in Annex 2 IV. participants of the meeting
（1） After the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A share 600326 Tibet Tianlu Co.Ltd(600326) 2022 / 2 / 18
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method (I) the shareholders of corporate shares shall go through the registration procedures with the copy of business license, shareholder account card, shareholding certificate, certificate of legal representative or ID card of authorized client.
(II) individual shareholders shall go through the registration procedures with their own ID card, shareholder account and shareholding certificate. (III) the entrusted agent shall go through the registration procedures with his own ID card, power of attorney (see Annex), copy of the client's ID card, shareholder's account and shareholding certificate. (IV) non local shareholders can go through the registration procedures by letter or fax. 6、 Other matters 1. Contact information of the meeting: contact address: Office of the board of directors Tibet Tianlu Co.Ltd(600326) No. 14, duodi Road, Lhasa, Tibet Tel: 0891-6902701 Fax: 0891-6903003 contact person: Mr. duojiciren 2. Meeting expenses: half a day of the meeting, and the transportation and accommodation expenses of the participants shall be borne by themselves. It is hereby announced.
Tibet Tianlu Co.Ltd(600326) the board of directors on February 10, 2022 Annex 1: power of attorney Annex 2: description and filing of voting methods for electing directors, independent directors and supervisors by cumulative voting system Annex 1: power of attorney
Power of attorney
Tibet Tianlu Co.Ltd(600326) ：
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of your company in 2022 held on February 25, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor's shareholder:
No. name of non cumulative voting proposal agree against abstain
1. Proposal on major contracts and related party transactions to be signed by the company
2. Proposal on the prediction of daily connected transactions in 2022
Serial number cumulative voting proposal name number of votes
3.00 proposal on adding independent director 3.01 proposal on adding Mr. Liang Qinghuai as independent director 3.02 proposal on adding Mr. Xu Yang as independent director
Signature (seal) of the trustor: signature of the trustee:
The ID number of the client: the ID number of the trustee:
Date of entrustment: mm / DD / yy
Note: the trustor shall choose one of "agree", "oppose" or "abstain" in the power of attorney and tick "√". If the trustor does not give specific instructions in this power of attorney, the trustee has the right to vote according to its own wishes.
Annex 2 description of voting methods for electing directors, independent directors and supervisors by cumulative voting system
1、 The election of candidates for directors, independent directors and board of supervisors at the general meeting of shareholders shall be numbered as the proposal group respectively. Investors should vote for each candidate under each proposal group. 2、 The number of declared shares represents the number of election votes. For each proposal group, for each share held by shareholders, they will have the total number of votes equal to the number of directors or supervisors to be elected under the proposal group. If a shareholder holds 100 shares of the listed company, 10 directors should be elected at the general meeting of shareholders, and there are 12 candidates for directors, then the shareholder has 1000 votes for the election proposal group of the board of directors.
3、 Shareholders shall vote within the limit of the number of election votes of each proposal group. Shareholders can vote according to their own wishes. They can vote for one candidate or different candidates according to any combination. After the voting, the cumulative votes for each proposal shall be calculated separately.
4、 Example:
A listed company held a general meeting of shareholders and re elected the board of directors and the board of supervisors by using the cumulative voting system. There are 5 directors to be elected and 6 candidates for directors; There are 2 independent directors to be elected and 3 candidates for independent directors; There are 2 supervisors to be elected and 3 candidates for supervisors. Matters requiring voting are as follows:
Cumulative voting motion
4.00 number of votes on the proposal to elect directors
4.01 example: Chen ××
4.02 example: Zhao ××
4.03 example: Jiang ××
…………
4.06 example: Song Dynasty ××
5.00 number of votes on the proposal to elect independent directors
5.01 example: Zhang ××
5.02 example: Wang ××
5.03 case: Yang ××
6.00 number of votes on the proposal to elect supervisors
6.01 example: Li ××
6.02 case: Chen ××
6.03 cases: yellow ××
An investor holds 100 shares of the company at the closing of the equity registration date, and adopts the cumulative voting system. He / she has 500 votes in the proposal 4.00 "on the election of directors", 200 votes in the proposal 5.00 "on the election of independent directors" and 200 votes in the proposal 6.00 "on the election of supervisors".
The investor can vote on the proposal 4.00 according to his will with 500 votes. He or she can vote for one candidate in 500 votes, or vote for any candidate in any combination.
As shown in the table:
No. proposal name number of votes
Way one, way two, way three
4.00 proposal on election of directors ----
4.01 example: Chen ×× 500 100 100
4.02 example: Zhao ×× 0 100 50
4.03 example: Jiang ×× 0 100 200
…… …… … … …
4.06 example: Song Dynasty ×× 0 100 50
