Securities code: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) securities abbreviation: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Announcement No.: 2022021 bond Code: 123136 bond abbreviation: Urban convertible bond
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
According to the company law, the articles of association and other relevant provisions, the company decided to hold the first extraordinary general meeting of shareholders in 2022 at 14:45 pm on Friday, March 25, 2022, after deliberation and approval of the 15th meeting of the second board of directors held by Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as "the company" or " Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) ") on March 9, 2022. The relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
The first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the board of directors of the company.
3. Legality and compliance of the meeting: the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 15th meeting of the second board of directors of the company, and the convening procedures comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
4. Date and time of the meeting:
(1) The on-site meeting will be held at 14:45 pm on Friday, March 25, 2022
(2) Online voting time: the specific 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 March 25, 2022; The specific voting time of Shenzhen stock exchange is February 25-15, 2029. 5. Convening method of the meeting: the shareholders' meeting is held by combining on-site voting and online voting.
(1) On site voting: including attending in person and authorizing others to attend by filling in the power of attorney.
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders can exercise their voting rights through the above system during the online voting time.
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: Monday, March 21, 2022
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date.
The equity registration date of this shareholders' meeting is March 21, 2022. All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited at 15:00 p.m. on March 21, 2022 have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not need to be a shareholder of the company. (see Annex III: power of attorney)
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyers and relevant personnel employed by the company.
8. Venue: conference room 706, 7th floor, Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) building, No. 39, Qinglin Middle Road, central city, Longgang District, Shenzhen.
2、 Matters considered at the meeting
Proposal code table of this shareholders' meeting
remarks
Proposal code proposal name this column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 about the company's 2022 restricted stock incentive plan (Draft) and √
The motion of its summary
2.00 assessment management on the implementation of the company's restricted stock incentive plan in 2022 √
Proposal of the measures
3.00 about requesting the general meeting of shareholders to authorize the board of directors to handle the restricted shares in 2022 √
Proposal on matters related to the ticket incentive plan
The above proposals are special resolutions, which must be passed by more than two-thirds of the effective voting rights held by the shareholders attending the meeting. The incentive objects of the company's restricted stock incentive plan and the shareholders associated with the incentive objects shall avoid voting on the above proposal.
The above proposals are major issues affecting the interests of small and medium-sized investors. The company will vote on small and medium-sized investors (referring to shareholders who individually or jointly hold more than 5% of the company's shares and other shareholders other than the company's directors, supervisors and senior managers), count their votes separately, and make public disclosure according to the vote counting results.
All the proposals of the general meeting of shareholders have been deliberated and approved at the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors. For the specific contents of the proposals, please refer to the company's website cninfo (www.cn. Info. Com. CN.) designated by the CSRC for gem information disclosure on the same day Relevant announcements on.
According to the measures for the administration of equity incentive of listed companies, when a listed company holds a general meeting of shareholders to review the equity incentive plan, independent directors shall solicit entrusted voting rights from all shareholders on the equity incentive plan. Ms. Xiao Youmei, the independent director of the company, as the soliciter, solicited voting rights from all shareholders of the company on the above-mentioned proposals considered at the general meeting of shareholders. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Report on public solicitation of voting rights by independent directors of Shenzhen Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) planning and Architectural Design Co., Ltd.
3、 Meeting registration and other matters
1. Registration time: March 24, 2022 (8:30-12:00 am, 14:30-17:30 PM)
2. Registration place: conference room 706, 7th floor, Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) building, No. 39, Qinglin Middle Road, central city, Longgang District, Shenzhen.
3. Registration procedures
(1) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with the ID card of the legal representative, the copy of the business license stamped with the official seal, the account card of the legal person shareholder and the shareholding certificate.
If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the ID card of the agent, the power of attorney issued by the legal representative, the copy of the ID card of the legal representative, the copy of the business license stamped with the official seal, the stock account card of the legal person shareholder and the shareholding certificate.
(2) If a natural person shareholder attends the meeting in person, he / she shall go through the registration formalities with his / her ID card, shareholder account card and shareholding certificate; If a natural person shareholder entrusts another person to attend the meeting, the agent shall go through the registration formalities with the agent's ID card, power of attorney, the principal's shareholder account card, shareholding certificate and the principal's ID card. (3) If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. Notarized power of attorney or other authorization documents shall be submitted together with the power of attorney of voting agent.
(4) Non local shareholders can register by fax or e-mail (fax and E-mail shall be delivered to the Securities Department of the company before 17:30 on March 24, 2022, and the overdue is invalid). The company does not accept telephone registration. Fax: 075533832999, email: [email protected]. 。
4. Note: the original or copy of the above supporting documents can be presented when registering, but the ID card and power of attorney of the attendees must be presented when signing in at the meeting.
4、 Specific operation process of participating in online voting
In addition to on-site voting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）Vote. (see Annex I for the specific operation process of online voting)
5、 Other matters
1. Meeting contact information
(1) Address: conference room 706, floor 7, No. 39, Qinglin Middle Road, Longgang central city, Shenzhen
(2) Contact: Xiao Jingyu
(3) Tel: 075533283211
(4) Fax: 075533832999
(5) Email: [email protected]. ；
2. The on-site meeting of the general meeting of shareholders is expected to be half a day, and the transportation, accommodation and accommodation expenses of the participants shall be borne by themselves.
6、 Documents for future reference
1. Resolutions of the 15th meeting of the second board of directors of the company;
2. Resolution of the 14th meeting of the second board of supervisors of the company.
It is hereby announced.
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) board of directors March 9, 2022 Annex I: specific operation process of online voting Annex II: registration form of shareholders attending the meeting Annex III: power of attorney
Annex I: specific operation process of participating in online voting
At this shareholders' meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）To participate in the voting, the online voting procedure is as follows:
(I) online voting procedure
1. Voting code and voting abbreviation of ordinary shares: the voting code is "350778", and the voting abbreviation is "Metro voting".
2. Fill in the voting opinions or election votes.
All the proposals considered at this meeting are non cumulative voting proposals, and the voting opinions shall be filled in: agree, oppose, abstain and withdraw.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
(II) voting procedures through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on Friday, March 25, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
(III) voting procedures through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system will start voting at any time from 9:15 a.m. to 15:00 p.m. on Friday, March 25, 2022.
2. When shareholders vote online through the Internet voting system, they need to handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors' network services of Shenzhen Stock Exchange, and obtain the "Shenzhen stock exchange digital certificate" or "Shenzhen Stock Exchange investor service password". The specific identity authentication process can be logged into the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.co m. C n vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II: registration form of shareholders attending the meeting
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Register of shareholders attending the first extraordinary general meeting of shareholders in 2022
Name of individual shareholder / name of legal person shareholder address of shareholder
Personal shareholder ID number / legal person shareholder statutory
Business license number of legal person shareholder name of representative
Number of shares held by shareholder account
Name of attendees / whether entrusted
name
Name of agent ID card of agent
number
Contact number e-mail
Contact address postal code
Signature of shareholder (seal of legal person shareholder):
specific date
note appended:
1. Please fill in your full name and address in block letters (which must be the same as those in the register of shareholders).
2. The newspaper clippings and copies of the above shareholders' registration form or self-made in the above format are valid.
Annex III: power of attorney
