Securities code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2021-136 Tianjin Guangyu Development Co.Ltd(000537)
Notice on convening the eighth extraordinary general meeting of shareholders in 2021
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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the eighth extraordinary general meeting of shareholders in 2021
2. Convener of the general meeting of shareholders: the board of directors of the company
On December 14, 2021, the company held the 16th meeting of the 10th board of directors, deliberated and adopted the proposal on convening the 8th extraordinary general meeting of shareholders in 2021. The directors of the company voted 9 in favor, 0 against and 0 abstention.
3. Legality and compliance of the meeting: the convening and holding of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 15:00, Thursday, December 30, 2021
(2) The time of online voting is December 30, 2021. Among them, the time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 30, 2021; the time of voting through the Internet voting system is any time from 9:15 to 15:00 on December 30, 2021.
5. Convening method of the meeting: the combination of on-site voting and online voting is adopted
6. Equity registration date of the meeting: Thursday, December 23, 2021
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date
All ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the trading on the afternoon of December 23, 2021 (including shareholders of preferred shares whose voting rights have been restored) have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend the meeting and vote. The proxy of the shareholder does not need to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company
(3) Witness lawyer employed by the company
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations
8. Meeting place: conference room on the first floor of Beijing Jingshan Hotel (address: No. 31, North Beach Street, Dongcheng District, Beijing) II. Matters to be considered at the meeting
1. Consideration
(1) Review the proposal on the company’s major asset replacement, major asset sale and related party transactions item by item (2) review the proposal on
< Tianjin Guangyu Development Co.Ltd(000537) 重大资产置换及重大资产出售暨关联交易报告书（草案）>
And its abstract
(3) Deliberating the proposal that this transaction of the company constitutes a major asset reorganization and a related party transaction
(4) Deliberating the proposal that this transaction does not constitute reorganization and listing of the company
(5) Consideration of the Convention on the entry into force of the conditions attached to the signature
<股权收购协议>
、
<股权出售协议>
and
<盈利预测补偿协议>
Proposal for
(6) Review on compliance of this transaction
<上市公司重大资产重组管理办法>
Article 11 and
<关于规范上市公司重大资产重组若干问题的规定>
Proposal stipulated in Article 4
(7) Consideration of the
< Tianjin Guangyu Development Co.Ltd(000537) 本次重大资产重组涉及房地产业务的自查报告>
Proposal for
(8) Review on whether the fluctuation of the company’s stock price reaches
<关于规范上市公司信息披露及相关各方行为的通知>
Article 5 proposal on relevant standards
(9) Review the proposal on the compliance of this transaction with relevant laws and regulations
(10) Review the proposal on diluting the immediate return of the company’s transaction and the filling measures taken by the company
(11) Deliberating the proposal on the commitment to ensure that the company’s compensation and return measures can be effectively implemented
(12) Review the proposal on Approving the audit report, reference audit report and evaluation report related to this transaction
(13) Deliberating the proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance between the appraisal methods and the appraisal purposes, and the fairness of the appraisal pricing
(14) Deliberation on the proposal on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
(15) There is no basis for reviewing the relevant subjects of this transaction
<关于加强与上市公司重大资产重组相关股票异常交易监管的暂行规定>
Article 13 the company shall not participate in any major asset reorganization of any listed company
(16) Deliberating the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to this transaction (17) and the proposal on adding related party guarantees after the completion of major asset restructuring
The above proposals (1) to (17) are related proposals, which require related shareholders (including their shareholders’ agents) to avoid voting. Among them, proposals (1) to (16) can be passed only with the consent of more than two-thirds of the voting rights held by non related shareholders (including their shareholders’ agents) attending the meeting; proposal (17) needs to be approved by non related shareholders attending the meeting (including its shareholder’s agent) can only be passed with the consent of more than half of the voting rights held by it.
2. Consideration of disclosure
The above proposals (1) to (16) have been deliberated and adopted at the 15th meeting of the 10th board of directors, and the proposal (17) has been deliberated and adopted at the 16th meeting of the 10th board of directors. For details, please refer to the company’s securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com..cn. ）The announcement on the resolutions of the 15th meeting of the 10th board of directors (Announcement No.: 2021-127) and the announcement on the resolutions of the 16th meeting of the 10th board of directors (Announcement No.: 2021-134) disclosed by the company. For details of the shareholders’ meeting, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Materials for the eighth extraordinary general meeting of shareholders in 2021.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting proposal
1.00 about the company’s major asset replacement, major asset sale and related √
Proposal on transaction scheme
1.01 counterparty √
1.02 subject assets √
1.03 transaction method √
1.04 attribution of profit and loss during transition period √
1.05 current account, guarantee clearing and personnel arrangement √
1.06 valuation of subject assets √
1.07 validity of resolution √
About Tianjin Guangyu Development Co.Ltd(000537) major asset disposal
2.00 report on major asset sales and related party transactions (Draft) √
And its summary
3.00 proposal that this transaction of the company constitutes a major asset restructuring and a √ joint transaction
4.00 proposal that this transaction of the company does not constitute reorganization and listing √
5.00 proposal on signing the equity acquisition agreement, stock √ right sale agreement and profit forecast compensation agreement with conditional effect
5.01 equity acquisition agreement √
5.02 equity sale agreement √
5.03 profit forecast compensation agreement √
The transaction complies with the regulations on major asset restructuring of listed companies
6.00 proposal stipulated in Article 11 of the measures and Article 4 of the provisions on Several Issues concerning the regulation of major √ asset restructuring of listed companies
7.00 proposal on self inspection report of Tianjin Guangyu Development Co.Ltd(000537) This major asset restructuring involving real estate business
Whether the fluctuation of the company’s stock price meets the requirements of the regulations
8.00 proposal on relevant standards in Article V √ of the notice on company information disclosure and behavior of relevant parties
9.00 proposal on compliance of this transaction with relevant laws and regulations √
10.00 proposal on diluting the immediate return of the company’s transaction and the filling measures taken by the company
11.00 proposal on the commitment to ensure that the company’s compensation and return measures can be effectively implemented
12.00 proposal on Approving the audit report, reference audit report and evaluation report related to this transaction
On the independence of the appraisal institution and the rationality of the appraisal assumptions
13.00 proposal on the relevance of evaluation methods and evaluation purposes and the fairness of the fixed √ price
14.00 proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this transaction
As for the relevant subjects of this transaction, there is no basis for strengthening
15.00 Article 13 of the Interim Provisions on the supervision and administration of abnormal stock transactions related to major asset restructuring of listed companies shall not participate in any listed company
Proposal on major asset restructuring of the company
16.00 about requesting the general meeting of shareholders of the company to authorize the board of directors to handle this handover √
Proposal on relevant matters
17.00 proposal on adding related party guarantee after major asset restructuring √
4、 Meeting registration method
1. Registration method: on-site registration, registration by letter or fax.
2. Registration time: 9:00-11:30 a.m. and 2:00-5:00 p.m. on Monday, December 27, 2021.
(valid registration is subject to the registration certificate received on or before December 27, 2021)
3. Registration place: floor 10, No. 5, Chaowai Street, Chaoyang District, Beijing
4. Registration procedures:
(1) Shareholders of social public shares shall hold their own ID card, shareholder account card and shareholding certificate, and entrusted agents shall hold their own ID card, power of attorney, client’s shareholder account card and client’s ID card.
(2) The shareholders of corporate shares shall go through the registration formalities with the copy of business license, the power of attorney of the legal representative and the ID card of the attendees.
(3) Non local shareholders may register their ID cards and shareholding certificates by letter or fax.
5. See Annex 2 for the power of attorney.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com..cn. ）See Annex 1 for the specific operation process involved in voting and online voting.
6、 Other matters
1. Meeting contact information:
Contact: Yi Chengru
Tel: (010) 85727720
Contact Fax: (010) 85727714
