Guangdong Gensho Logistics Co.Ltd(603813) information of the first extraordinary general meeting of shareholders in 2022 Guangzhou, China
March, 2002
Notes to the first extraordinary general meeting of shareholders in 2022
In accordance with the relevant provisions of the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and the Guangdong Gensho Logistics Co.Ltd(603813) articles of association, in order to ensure the smooth convening of the general meeting of shareholders of the company, the following instructions for the general meeting of shareholders are hereby formulated, which shall be observed and implemented by all personnel attending the general meeting of shareholders: 1 When attending the general meeting of shareholders, shareholders shall earnestly perform their legal obligations and shall not infringe upon the rights and interests of other shareholders. 2. During the shareholders’ meeting, all attendees shall earnestly perform their statutory duties on the principle of safeguarding the legitimate interests of shareholders and ensuring the normal order and efficiency of the shareholders’ meeting. 3. Shareholders who register before the meeting and attend the shareholders’ meeting on time shall have the right to speak, consult, vote and other rights according to law, but the company shall uniformly arrange their speeches and answers. 4. No one shall disturb the normal order and procedures of the shareholders’ meeting. Please turn off your mobile phone or turn your mobile phone to the vibration state during the meeting. Personal recording, photographing and video recording are not allowed. The staff have the right to stop the acts that interfere with the normal order of the meeting, make trouble and infringe on the legitimate rights and interests of shareholders, and report to the relevant departments for investigation and punishment in time. 5. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders attending the meeting, the company has the right to refuse other people to enter the meeting except shareholders, directors, supervisors, Secretary of the board of directors, senior managers, lawyers appointed and personnel invited by the board of directors. 6. In order to cooperate with the current arrangements for epidemic prevention and control, the company encourages shareholders (or shareholder agents) to participate in the general meeting of shareholders by means of online voting. If shareholders (or their agents) really need to attend the meeting on site, please pay attention in advance and strictly abide by the relevant regulations and requirements of Guangdong Province on epidemic prevention and control. The shareholders (or shareholders’ agents) attending the meeting shall cooperate with the arrangement and guidance of the staff to implement the epidemic prevention requirements such as participation registration and temperature detection. Please wear masks throughout the whole process and maintain the necessary seating distance.
On site meeting agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time and place:
1. On site general meeting
Date and time of the meeting: 15:00, March 14, 2022
Venue: conference room on the fourth floor of the company, No. 33, Xiangshan Avenue, Yongning Street, Zengcheng District, Guangzhou
2. System, start and end date and voting time of online voting
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 14, 2022
To March 14, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2、 Convener of the meeting
Guangdong Gensho Logistics Co.Ltd(603813) board of directors
3、 Voting method at the meeting
Combination of on-site voting and online voting
4、 Agenda and arrangement:
1. Shareholders / entrusted agents and other participants enter and sign in.
2. The host shall report the number of people attending the on-site shareholders’ meeting and announce the convening of the shareholders’ meeting.
3. Elect vote counters and scrutineers, and issue votes.
4. The moderator read out one by one, and the shareholders attending the meeting deliberated the following proposals:
Types of voting shareholders
Title of proposal No
A-share shareholder
number
Non cumulative voting motion
1. Resolution on prolonging the non-public offering of shares of the company √
Proposal on the period of validity
5. The chairman of the meeting announced the number of shareholders and agents attending the meeting and the shares with voting rights
total. 6. Shareholders present at the meeting voted on the above proposals one by one. 7. The conference service personnel shall collect the votes of each proposal, and the vote counter and scrutineer shall count and scrutinize the votes. 8. The scrutineer’s representative announces the voting results. 9. The moderator read out the resolution of the first extraordinary general meeting of shareholders in 2022 and declared the general meeting closed. 10. The shareholders present at the meeting signed the resolution of the first extraordinary general meeting of shareholders in 2022. 11. The directors, supervisors, Secretary of the board of directors and other participants at the meeting signed the minutes of the first extraordinary general meeting of shareholders in 2022. 12. The chairman declared the shareholders’ meeting closed.
5、 Other matters of the meeting
1. Voting shall be conducted by open ballot, and the voting right shall be determined according to the number of shares held. All shareholders and their representatives need to sign on the vote. 2. Shareholders and shareholders’ representatives attending the meeting may raise questions and comments on the proposals considered at the meeting, which shall be answered and explained by the company’s directors, supervisors and senior executives. The company’s directors, supervisors or senior executives have the right not to answer questions involving the company’s business secrets. 3. The votes are divided into affirmative, negative or abstention, and the vacancy shall be regarded as invalid. 4. The meeting appointed a supervisor and two shareholders to count and count the votes, and announced the voting results on the spot. 5. The board of directors of the company hired the practicing lawyer of Guangdong Guangxin Junda law firm to attend the shareholders’ meeting and issue legal opinions.
Motion 1
Proposal on extending the validity of the resolution of the general meeting of shareholders of the company’s non-public offering of shares. Shareholders and shareholder representatives:
1、 Description of the validity period of the company’s non-public offering
Guangdong Gensho Logistics Co.Ltd(603813) (hereinafter referred to as “the company”) held the 19th meeting of the 4th board of directors, the 9th meeting of the 4th board of supervisors and the 2nd extraordinary general meeting of shareholders in 2021 on March 2, 2021 and March 18, 2021 respectively, and deliberated and adopted the proposal on the company’s plan for non-public offering of A-Shares and other relevant proposals. According to the above-mentioned resolutions, the validity period of the resolution of the shareholders’ meeting of the company on the non-public offering of shares is 12 months from the date when the relevant proposals on the non-public offering of shares are considered and adopted at the second extraordinary shareholders’ meeting in 2021, that is, the validity period is from March 18, 2021 to March 18, 2022.
The company’s non-public offering of shares has been examined and approved by the issuance examination committee of China Securities Regulatory Commission. On October 19, 2021, China Securities Regulatory Commission approved and issued the reply on approving Guangdong Gensho Logistics Co.Ltd(603813) non-public development of shares (zjxk [2021] No. 3293). Up to now, the company’s non-public offering of shares has not been issued.
Since the validity period of the resolution of the general meeting of shareholders of the company’s non-public offering of shares is about to expire, in order to ensure the smooth progress of the non-public offering of shares, it is proposed to extend the validity period of the resolution of the general meeting of shareholders of the company’s non-public offering of shares to 12 months from the expiration date of the previous resolution, that is, the validity period is extended to March 18, 2023. In addition to extending the above validity period, other plans for this non-public offering of shares remain unchanged.
2、 Independent opinions of independent directors
The independent directors believe that the extension of the validity period of the resolution of the general meeting of shareholders of the company’s non-public offering of shares complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations, In line with the current situation of this non-public offering of shares, it is conducive to ensuring the continuous, effective and smooth progress of the company’s non-public offering of shares, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. Necessary legal procedures have been performed for the deliberation of this matter. The convening procedures and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to extend the validity of the resolution of the general meeting of shareholders of the company’s non-public offering of shares, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
This proposal has been deliberated and adopted at the 30th meeting of the Fourth Board of directors of the company, and now please shareholders and shareholder representatives for deliberation. Related shareholders Yuanshang Investment Holding Co., Ltd. and Yu Fengfeng need to avoid voting on the above proposals.
Guangdong Gensho Logistics Co.Ltd(603813) board of directors March 14, 2022
