Securities code: 002047 securities abbreviation: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) Announcement No.: 2022-017 Shenzhen Bauing Construction Holding Group Co.Ltd(002047)
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. There are no new, changed or rejected proposals at this shareholders' meeting;
2. This general meeting of shareholders does not involve the change of the resolution of the previous general meeting of shareholders;
3. The shareholders' meeting was held by combining on-site voting and online voting.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. Meeting time
(1) On site meeting time: 14:45 pm on Monday, February 14, 2022;
(2) Online voting time: February 14, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 14, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 14, 2022.
2. Venue of the on-site meeting: multifunctional conference room on the fourth floor of building 303, Tairan Fourth Road, chegongmiao, Futian District, Shenzhen.
3. Meeting voting method: the combination of on-site voting and online voting
4. Convener: Board of directors
5. Moderator: Mr. Gu Shaobo, vice chairman
(II) attendance at the meeting
Affected by the epidemic, the shareholders' meeting was held in the form of on-site and video participation.
There were 9 directors who should attend the shareholders' meeting, and 7 actually attended the meeting. The directors Mr. Shi Lei and Mr. Gao Fengchun asked for leave on official business;
Three supervisors should attend the shareholders' meeting and two actually attended. Ms. Huang Lili, the supervisor, asked for leave for personal reasons;
The Secretary of the board of directors attended the shareholders' meeting on site, and some senior managers attended the shareholders' meeting as nonvoting delegates;
Beijing Zhonglun (Shenzhen) law firm appointed lawyers to witness the shareholders' meeting and issued legal opinions.
A total of 56 shareholders and authorized representatives of shareholders attended the on-site meeting and online voting of the general meeting of shareholders, representing 646912718 voting shares, accounting for 42.9699% of the total voting shares of the company. 1. Shareholders attending the on-site meeting
Six shareholders and their authorized representatives attended the on-site meeting of the general meeting of shareholders, representing 644072418 voting shares, accounting for 42.7812% of the total voting shares of the company.
2. Online voting
A total of 50 shareholders participated in the online voting of the general meeting of shareholders, representing 2840300 voting shares, accounting for 0.1887% of the total voting shares of the company.
3. Attendance of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company's shares)
There were 51 minority shareholders who voted on site and online, representing 3924324 shares, accounting for 0.2607% of the total voting shares of the company.
Among them, one minority shareholder passed the on-site voting, representing 1084024 shares, accounting for 0.0720% of the total voting shares of the company; There are 50 minority shareholders voting online, representing 2840300 shares, accounting for 0.1887% of the total voting shares of the company.
The convening, convening and voting procedures of this general meeting of shareholders comply with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders"), the Listing Rules of Shenzhen Stock Exchange and other laws and regulations Normative documents and the provisions of the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of Association (hereinafter referred to as the "articles of association").
2、 Deliberation and voting of proposals
The general meeting of shareholders voted in a combination of on-site open voting and online voting. The deliberation and voting results are as follows:
1. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted;
Voting results: 646215118 shares were approved, accounting for 99.8922% of the total number of valid voting shares attending the general meeting of shareholders; Against 659500 shares, accounting for 0.1019% of the total number of valid voting shares attending the general meeting of shareholders; 38100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0059% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders:
3226724 shares were approved, accounting for 82.2237% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Against 659500 shares, accounting for 16.8054% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; 38100 shares were abstained (including 0 shares by default due to non voting), accounting for 0.9709% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
This proposal is a special resolution and has been approved by more than two-thirds of the total number of effective voting shares held by shareholders (including shareholders' agents) attending the general meeting of shareholders.
2. The proposal on adding independent directors to the 7th board of directors of the company was deliberated and adopted.
Voting results: 646172018 shares were approved, accounting for 99.8855% of the total number of valid voting shares attending the general meeting of shareholders; Against 638200 shares, accounting for 0.0987% of the total number of valid voting shares attending the general meeting of shareholders; 102500 shares abstained (including 64400 shares abstained by default due to non voting), accounting for 0.0158% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders:
3183624 shares were approved, accounting for 81.1254% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Against 638200 shares, accounting for 16.2627% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; 102500 shares were abstained (including 64400 shares by default due to non voting), accounting for 2.6119% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
Mr. Tian Xinchao has not obtained the qualification certificate of independent director. He has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
The qualification and independence of Mr. Tian Xinchao as an independent director candidate have been filed with Shenzhen Stock Exchange, and there is no objection. The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company.
3、 Legal opinions issued by lawyers
1. Name of law firm: Beijing Zhonglun (Shenzhen) law firm
2. Name of Lawyer: Lawyer Liu Hongyu, lawyer Feng Xiongfei
3. Concluding comments: the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The convener of the meeting is qualified to convene the general meeting of shareholders; The personnel attending and attending the meeting as nonvoting delegates are legally qualified; The voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and the articles of association, and the voting results are legal and valid.
4、 Documents for future reference
1. Shenzhen Bauing Construction Holding Group Co.Ltd(002047) resolution of the first extraordinary general meeting of shareholders in 2022; 2. Legal opinion on the first extraordinary general meeting of shareholders in Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 2022 issued by Beijing Zhonglun (Shenzhen) law firm.
It is hereby announced.
Shenzhen Bauing Construction Holding Group Co.Ltd(002047) board of directors
February 15, 2022
