Announcement on the resolution of the second extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. There was no veto or amendment of the proposal at this shareholders’ meeting, and no new proposal was submitted for voting.
2. This meeting did not involve changing the resolution of the previous general meeting of shareholders.
3. The shareholders’ meeting adopts the combination of on-site voting and online voting.
4. The votes of small and medium-sized investors will be counted separately at this shareholders’ meeting.
1、 Convening and attendance of the meeting
1. Time of the shareholders’ meeting
(1) On site meeting time: 2:00 p.m. on February 16, 2022 (1:30-2:00 p.m. is the on-site audit registration time).
(2) Online voting time:
The 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 1:00-3:00 p.m. on February 16, 2022;
The time of online voting through the Internet voting system is any time from 9:15 a.m. to 3:00 p.m. on February 16, 2022.
2. Venue of the meeting: large conference room on the second floor of Utour Group Co.Ltd(002707) building, No. 8, Chaoyang Park Road, Chaoyang District, Beijing.
3. Meeting mode: the combination of on-site voting and online voting
4. Convener: Board of directors
5. Moderator: if the chairman and vice chairman of the company are unable to attend the meeting due to work and other reasons, the on-site meeting shall be presided over by Guo Lei, director, deputy general manager and Secretary of the board of directors after being elected by more than half of the directors
6. The convening and convening of this general meeting of shareholders comply with the provisions of the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the Utour Group Co.Ltd(002707) articles of association.
2、 Attendance at the meeting
As of February 11, 2022, the equity registration date of this general meeting of shareholders, the total share capital of the company is 906347211 shares, and the company holds 16508826 shares in the special account for repurchase. According to the relevant provisions of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 9 – repurchase of shares, the shares in the special account for repurchase by listed companies do not enjoy the voting right of the general meeting of shareholders, Therefore, the number of effective voting shares of this general meeting of shareholders is 8898385.
1. Overall attendance at the meeting
A total of 17 shareholders and authorized representatives of shareholders attended the general meeting, with 346512038 representative shares, accounting for 38.9410% of the total effective voting shares of the company.
Among them, there are 8 small and medium-sized investors (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers who hold shares of listed companies and shareholders who individually or jointly hold more than 5% of the shares of listed companies), representing 21169436 shares, accounting for 2.3790% of the total effective voting shares of the company.
2. Attendance at site meetings
A total of 10 shareholders and authorized representatives of shareholders attended the general meeting of shareholders, with 238942722 representative shares, accounting for 26.8524% of the total effective voting shares of the company.
Among them, there are 2 small and medium-sized investors (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers who hold shares of listed companies and shareholders who individually or jointly hold more than 5% of the shares of listed companies), representing 13844138 shares, accounting for 1.5558% of the total effective voting shares of the company.
3. Online voting
There are 7 shareholders voting online, representing 107569316 shares, accounting for 12.0886% of the total effective voting shares of the company.
Among them, there are 6 minority shareholders voting through the Internet, representing 7325298 shares, accounting for 0.8232% of the total effective voting shares of the company.
Some directors, supervisors and senior managers of the company attended the meeting as nonvoting delegates. Lawyers of Beijing Jindu law firm witnessed the shareholders’ meeting and issued legal opinions.
2、 Deliberation of proposals
1. The proposal on the election of non independent directors of the 5th board of directors of the company was deliberated and adopted;
This proposal adopts the cumulative voting system to elect Feng bin, Guo Hongbin, Zhang Lei, Zhang Yiman, Guo Lei and Zhao Lei as non independent directors of the Fifth Board of directors of the company. The specific voting conditions are as follows:
1.01 Feng bin has 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
1.02 Guo Hongbin has 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
1.03 Zhang Lei has 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
1.04 Zhang Yiman has 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
1.05 Guo Lei has 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
1.06 Zhao Lei had 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors is as follows:
1.01 Feng bin has 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
1.02 Guo Hongbin had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
1.03 Zhang Lei had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
1.04 Zhang Yiman has 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
1.05 Guo Lei had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
1.06 Zhao Lei had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
Voting results: all the above candidates were elected as non independent directors of the 5th board of directors of the company.
2. Deliberated and passed the proposal on electing independent directors of the 5th board of directors of the company;
This proposal adopts the cumulative voting system to elect Zhang Zhishun, Huang Zhenzhong and Huang Haijun as independent directors of the Fifth Board of directors of the company. The specific voting conditions are as follows:
2.01 Zhang Zhishun has 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
2.02 Huang Zhenzhong had 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
2.03 Huang Haijun had 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors is as follows:
2.01 Zhang Zhishun had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
2.02 Huang Zhenzhong had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
2.03 Huang Haijun had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
Voting results: all the above candidates were elected as independent directors of the 5th board of directors of the company.
3. The proposal on the election of non employee representative supervisors of the Fifth Board of supervisors of the company was deliberated and adopted; This proposal adopts the cumulative voting system to elect Su Jie and Du Qingwei as non employee representative supervisors of the Fifth Board of supervisors of the company. The specific voting conditions are as follows:
3.01 Su Jie has 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders;
3.02 Du Qingwei had 343329441 affirmative votes, accounting for 99.0815% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors is as follows:
3.01 Su Jie had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders;
3.02 Du Qingwei had 17986839 affirmative votes, accounting for 84.9661% of the total number of valid voting shares of small and medium-sized investors attending the general meeting of shareholders.
Voting results: all the above candidates were elected as non employee representative supervisors of the 5th board of supervisors of the company.
4. The proposal on adjusting the application of the company and its subsidiaries for comprehensive bank credit was deliberated and adopted;
Voting results:
Affirmative votes: 345261813 shares, accounting for 99.6392% of the total number of valid voting shares attending the general meeting of shareholders;
Negative votes: 1250225 shares, accounting for 0.3608% of the total number of valid voting shares attending the general meeting of shareholders; Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors is as follows:
Affirmative votes: 19919211 shares, accounting for 94.0942% of the total number of valid voting shares held by small and medium-sized investors attending the general meeting of shareholders;
Negative vote: 1250225 shares, accounting for 5.9058% of the total number of valid voting shares held by small and medium-sized investors attending the general meeting of shareholders;
Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the general meeting of shareholders.
The proposal is an ordinary resolution, and the proposal has been passed by more than 1 / 2 of the total number of effective voting shares attending the general meeting of shareholders.
5. Deliberated and passed the proposal on adjusting matters related to mutual insurance of the company and its subsidiaries;
Voting results:
Affirmative votes: 346506838 shares, accounting for 99.9985% of the total number of valid voting shares attending the general meeting of shareholders;
Negative votes: 5200 shares, accounting for 0.0015% of the total number of valid voting shares attending the general meeting of shareholders; Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of small and medium-sized investors is as follows:
Affirmative votes: 21164236 shares, accounting for 99.9754% of the total number of valid voting shares held by small and medium-sized investors attending the general meeting of shareholders;
Negative votes: 5200 shares, accounting for 0.0246% of the total number of valid voting shares held by small and medium-sized investors attending the general meeting of shareholders;
Abstention: 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the general meeting of shareholders.
The proposal is a special resolution, and the proposal has been passed by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders, and the proposal has been passed.
4、 Legal opinions issued by lawyers
The lawyer of Beijing Jindu law firm attended and witnessed the general meeting of shareholders and issued a legal opinion, believing that the convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
5、 Documents for future reference
1. Resolution of Utour Group Co.Ltd(002707) the second extraordinary general meeting of shareholders in 2022;
2. Legal opinion of Beijing Jindu law firm on Utour Group Co.Ltd(002707) the second extraordinary general meeting of shareholders in 2022.
It is hereby announced.
Utour Group Co.Ltd(002707) Group Co., Ltd
