Securities code: 300083 securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Announcement No.: 2022-022 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Announcement on postponement of the second extraordinary general meeting of shareholders in 2022, cancellation of some proposals, addition of interim proposals and supplementary notice of the general meeting of shareholders
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.
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Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 at the 24th Meeting of the Fifth Board of directors held on December 28, 2021. The meeting decided to convene the second extraordinary general meeting of shareholders in 2022 at 14:30 on Friday, February 25, 2022. Due to the needs of work arrangement and in combination with the actual situation of the company, the company plans to postpone the second extraordinary general meeting of shareholders in 2022 to 14:30 on Wednesday, March 2, 2022, with the original equity registration date unchanged. The postponement of the shareholders’ meeting complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws and regulations and the Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) articles of Association (hereinafter referred to as the “articles of association”).
On February 18, 2022, the company held the 26th meeting of the 5th board of directors, The proposal on signing the supplementary agreement of the agreement on issuing shares to purchase assets with conditional effect, the proposal on the report on issuing shares to purchase assets and raising supporting funds (Draft) (Revised Version) and its summary, and the proposal on Approving the audit report, review report and asset evaluation report related to this transaction were reviewed and approved Proposal on the report on the use of the previously raised funds, proposal on the fact that the purchase of assets by issuing shares does not constitute a major asset reorganization, proposal on the compliance of this transaction with the provisions of Article 43 of the measures for the administration of major asset reorganization of listed companies, and proposal on the measures for diluting the immediate return of this transaction.
On the same day, the company received the letter on adding Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) the interim proposal for the second extraordinary general meeting of shareholders in 2022 submitted by the controlling shareholder and actual controller Mr. Xia Jun in writing to the board of directors of the company, requesting that the above proposal requiring deliberation and voting at the general meeting of shareholders be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
The written proposal for holding more than 10% of the shares in the shareholders’ meeting or the shareholders’ meeting of the company may be submitted separately in accordance with the provisions of the shareholders’ law and the rules of procedure of the company. After verification, as of the disclosure date of the company, Mr. Xia Jun holds 259103167 shares of the company, with a shareholding ratio of 16.79%. He is qualified to propose interim proposals according to law, and the contents of the proposals do not exceed the provisions of relevant laws and regulations, the articles of association and the terms of reference of the general meeting of shareholders, The proposal procedures also comply with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the articles of association, the rules of procedure for the general meeting of shareholders of the company and other relevant provisions.
In view of the need to reconsider some proposals related to restructuring due to the update of the company’s financial data and other reasons, it can replace the relevant proposals considered at the 20th meeting of the Fifth Board of directors in form and content, Therefore, the board of directors of the company decided to cancel the proposal on and its summary, the proposal on Approving the audit report, review report and asset evaluation report related to this transaction, and the proposal on the report on the use of previously raised funds, which were originally scheduled to be submitted to the second extraordinary general meeting of shareholders in 2022 The proposal on the issue of shares to purchase assets constitutes a major asset reorganization, the proposal on the compliance of this transaction with the provisions of Article 43 of the measures for the administration of major asset reorganization of listed companies, and the proposal on the measures for diluting the immediate return of this transaction.
In addition to changing the date of the general meeting of shareholders, canceling some proposals and adding temporary proposals, the equity registration date, place and method of the second extraordinary general meeting of shareholders in 2022 remain unchanged. The supplementary notice of the second extraordinary general meeting of shareholders in 2022 is hereby announced as follows:
1、 Basic information of the general meeting of shareholders
1. Convener: the board of directors of the company.
2. Legality and compliance of the meeting: the meeting was convened and held in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other provisions.
3. Date and time of the meeting: 14:30 on Wednesday, March 2, 2022.
The online voting time through the trading system of Shenzhen stock exchange is the trading time on March 2, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00;
The time for online voting through the Internet voting system of Shenzhen stock exchange is March 2, 2022
Any time from 09:15 a.m. to 15:00 p.m. on the day of the general meeting of shareholders.
4. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting.
The company will provide online voting platform to the shareholders of the company through the trading system and Internet voting system of Shenzhen Stock Exchange. The shareholders of the company can exercise their voting rights through the trading system or Internet voting system of Shenzhen stock exchange during the above online voting time.
5. Venue of the on-site meeting: No. 152, Nanpu Road, Huangpu Community, Xinqiao street, Bao’an District, Shenzhen
Municipal Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd.
6. Equity registration date: Monday, February 21, 2022.
7. Voting method of general meeting of shareholders:
On site voting: including attending in person and authorizing others to attend by filling in the power of attorney.
Online voting: the company will provide shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. The shareholders of the company shall conduct online voting through the trading system of Shenzhen Stock Exchange or the Internet voting system within the relevant time limit specified in this notice.
Shareholders of the company can only choose one of the above voting methods. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
8. Attendees:
As of the closing of the stock market on the afternoon of February 21, 2022 (Monday), the equity registration date has been registered in China Securities
All shareholders of the company registered in Shenzhen Branch of Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust agents in writing to attend the meeting and vote. The shareholder agents need not be the shareholders of the company.
Directors, supervisors and senior managers of the company.
Witness lawyers and other relevant personnel employed by the company.
2、 Matters to be considered at this general meeting
Proposal name remarks: the column with code checked in this column can vote
100 total proposals: all proposals of this meeting √
1.00 proposal on investment and construction of high-end CNC machine tool manufacturing industrialization production base project. √
2.00 proposal on the company meeting the conditions for issuing shares to purchase assets and raising supporting funds √
3.00 proposal on the plan for the company to issue shares to purchase assets and raise supporting funds √ number of sub proposals as voting objects (21)
Scheme of issuing shares to purchase assets
3.01 type and par value of issued shares √
3.02 issuance method and object √
3.03 valuation basis and transaction price of subject assets √
3.04 pricing basis, benchmark date and issue price of issued shares √
3.05 price adjustment plan √
3.06 issue quantity √
3.07 profit and loss attribution during the period √
3.08 periodic arrangement of share lock √
3.09 arrangement of accumulated undistributed profits √
3.10 transfer of ownership of subject assets and liability for breach of contract √
3.11 employee placement √
3.12 validity period of resolution √
Scheme of issuing shares to raise supporting funds
3.13 type and par value of issued shares √
3.14 issuance method and object √
3.15 price and pricing principle of issued shares √
3.16 issuance amount and quantity √
3.17 adjustment of price and quantity of issued shares √
3.18 regular arrangement of share lock √
3.19 purpose of raised funds √
3.20 arrangement of accumulated undistributed profits √
3.21 validity period of resolution √
4.00 proposal on the issue of shares to purchase assets does not constitute related party transactions √
5.00 proposal on the issue of shares to purchase assets does not constitute reorganization and listing √
6.00 proposal on the compliance of this transaction with the provisions of Article 4 of the regulations on Several Issues concerning the regulation of major asset restructuring of listed companies
7.00 proposal on the compliance of this transaction with the provisions of √ in Article 11 of the administrative measures for major asset restructuring of listed companies
The measures for the administration of the listing of companies on the gem (Trial) √ > the measures for the administration of the listing of companies on the gem < 8.00)
9.00 proposal on the independence of evaluation institutions, rationality of evaluation assumptions, relevance of evaluation methods to evaluation purposes and fairness of evaluation pricing
10.00 proposal on the basis of pricing and explanation of fairness and rationality of this transaction √
11.00 proposal on the commitment of controlling shareholders and actual controllers to implement the filling measures for diluted immediate return
12.00 commitment of directors and senior managers to implement the filling measures of diluted immediate return > √
Proposal for
13.00 completion of legal procedures for the performance of this transaction
