Securities code: 300083 securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Announcement No.: 2022-023 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Notice on convening the second extraordinary general meeting of shareholders in 2022 (updated version) 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.
The 26th meeting of the 5th board of directors of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as “the company”) decided to convene the second extraordinary general meeting of shareholders in 2022 on Wednesday, March 2, 2022. The relevant matters of this meeting are hereby notified 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 of online voting through the Internet voting system of Shenzhen stock exchange is any time from 09:15 a.m. to 15:00 p.m. on March 2, 2022 (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: Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd., No. 152, Nanpu Road, Huangpu Community, Xinqiao street, Bao’an District, Shenzhen.
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 proposal on the commitment of directors and senior managers to implement the filling measures of diluted immediate return > √
13.00 notes on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted
14.00 proposal on employing intermediaries related to this transaction √
15.00 √ proposal on signing the supplementary agreement to the conditional effective agreement on issuing shares to purchase assets
16.00 proposal on and its summary
17.00 proposal on Approving the audit report, review report and asset evaluation report related to this transaction
18.00 proposal on the report on the use of previously raised funds √
19.00 proposal on the purchase of assets by issuing shares this time does not constitute a major asset reorganization √
20.00 on compliance of this transaction with Article 43 of the measures for the administration of major asset restructuring of listed companies √
Prescribed proposal
21.00 proposal on diluting immediate return filling measures for this transaction √
22.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction √
(I) the proposals considered at this meeting have been considered and adopted at the 20th meeting of the 5th board of directors, the 20th meeting of the 5th board of supervisors, the 26th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors.
(II) except for the first proposal, the proposals of this shareholders’ meeting shall be adopted by more than two-thirds of the shareholders present with effective voting rights.
The company will count the votes of small and medium-sized investors (except the directors, supervisors, senior managers of listed companies and other shareholders who individually or jointly hold more than 5% of the shares of the company), and disclose the vote counting results.
(III) disclosure of proposal:
The above proposals have been deliberated and adopted at the 20th meeting of the 5th board of directors, the 20th meeting of the 5th board of supervisors, the 26th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors. For details, please refer to the gem information disclosure website designated by the CSRC on October 11, 2021 and February 19, 2022（ http://www.cn.info.com.cn./ ）Relevant announcements disclosed on.
3、 Meeting registration and other matters
(I) registration time: Tuesday, February 22, 2022, 09:30-11:30 a.m. and 14:00-17:00 p.m.
(II) registration method: on-site registration, registration by letter or fax.
(III) site registration place: Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd., No. 152 Nanpu Road, Huangpu Community, Xinqiao street, Bao’an District, Shenzhen.
(IV) precautions:
1. All shareholders have the right to attend the general meeting of shareholders and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company.
2. The legal representative or the agent entrusted by the legal representative shall attend the meeting;
Legal representative
