Stock Code: Guangdong Vtr Bio-Tech Co.Ltd(300381) stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022024 Guangdong Vtr Bio-Tech Co.Ltd(300381)
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 relevant provisions of the company law and the articles of association, the 15th meeting of the seventh board of directors of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) decided to convene the first extraordinary general meeting of shareholders in 2022 on Thursday, March 31, 2022. The relevant matters of the meeting are notified as follows: I. Basic information of the convening of this general meeting of shareholders
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the 7th board of directors of the company. The 15th meeting of the 7th board of directors approved the proposal on convening the first extraordinary general meeting of shareholders in 2022 by 7 votes.
3. Legality and compliance of the meeting: the 15th meeting of the seventh board of directors of the company deliberated and decided to convene the first extraordinary general meeting of shareholders in 2022, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of the company.
4. Meeting time
On site meeting time: 2:30 pm on Thursday, March 31, 2022
Online voting time: March 31, 2022. Among them, the time for 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 31, 2022; The specific time for voting through the Internet system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on March 31, 2022.
5. Meeting mode: the combination of on-site voting and online voting
(1) On site voting: including attending in person or authorizing others to attend by filling in the power of attorney.
(2) Online voting: the company will provide online voting platform to shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Shareholders of the company shall conduct online voting through the trading system or Internet voting system of Shenzhen Stock Exchange within the relevant time limit specified in this notice. (see Annex I for specific voting process)
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.
6. Equity registration date: Thursday, March 24, 2022
7. Attendees:
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date (Thursday, March 24, 2022);
At the closing of the market on the afternoon of March 24, 2022 (Thursday), the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited who have issued voting shares have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be the shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyers and relevant personnel employed by the company.
8. Venue of the on-site meeting: meeting room 2 on the third floor of the company, No. 8, Pingbei 1st Road, Nanping Science Park, Zhuhai
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting proposal–
√ on the company’s major asset sale and related party transaction plan (it is deemed to express the same voting opinions on the level II sub proposal of its subordinate 1.00 proposal)
1.01 counterparty √
1.02 subject assets √
1.03 appraisal value and transaction valuation of the subject asset √
1.04 payment of transaction price √
1.05 delivery of subject assets √
1.06 attribution of profit and loss in transition period √
1.07 current account arrangement √
1.08 guarantee replacement arrangement √
1.09 personnel arrangement √
1.10 validity period of resolution √
About Guangdong Vtr Bio-Tech Co.Ltd(300381) re
2.00 report on sale of large assets and related party transactions (Draft) (revised √
Draft) and its summary
3.00 on the composition of major asset sales and related party transactions of the company √
Proposal on large assets reorganization but not constituting reorganization and listing
4.00 “on related party transactions constituted by this major asset sale plan” √
Proposal for
5.00 on compliance of major asset sales and related party transactions of the company √
Proposal on relevant laws and regulations
On the compliance of this transaction with the major requirements of the regulation of listed companies
6.00 provisions on several issues of asset restructuring discussion under Article 4 √
Case
7.00 on compliance of this transaction with major asset restructuring of listed companies √
Management measures proposal stipulated in Article 11
8.00 supplementary articles on signing this major asset sale by the company √
Proposal on effective transaction agreement
On the implementation of legal procedures for this major asset sale
9.00 discussion on readiness, compliance and effectiveness of legal documents submitted √
Case
On the non existence of relevant entities in this transaction
10.00 supervision of abnormal stock transactions related to major asset restructuring of listed companies √
Those stipulated in Article 13 shall not participate in the listing
Proposal on major assets reorganization of the company
On the independence of the appraisal institution for this major asset sale
11.00 rationality, method and purpose of assessment √
Proposal on the relevance of and evaluating the fairness of pricing
About this transaction is not applicable to entrepreneurship of Shenzhen Stock Exchange
12.00 review rules for major asset restructuring of listed companies on the board Article 10 or √
The proposal stipulated in Article 11
13.00 preparation for approval of this major asset sale √
Proposal on review report, audit report and evaluation report
14.00 on diluting immediate return and filling √ in this major asset restructuring
Proposal on return measures and commitments
15.00 on purchase and sale within 12 months before the reorganization √
Proposal on assets
16.00 “on additional external liabilities after the sale of major assets of the company” √
Proposal on insurance
On the company’s stock price fluctuation not reaching Standard
17.00 notice on company information disclosure and the behavior of relevant parties Article 5 √
Proposal on relevant standards
18.00 proposal for the general meeting of shareholders of the company to authorize the board of directors to take full power √
Proposal on handling matters related to this major asset sale
The above proposal has been deliberated and adopted at the 15th meeting of the seventh board of directors of the company. For details, see the company’s website at http://www.cn.info.com.cn Relevant announcements of disclosure.
The above proposals 1 need to be voted one by one. Meanwhile, all proposals at this meeting need to be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders (including shareholders’ agents) attending the meeting. The above proposal counts the votes of small and medium-sized investors separately and discloses the results (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company).
4、 Meeting registration items
1. Registration time: 9:00-11:00 a.m. and 14:00-16:30 p.m. on March 30, 2022
2. Registration place: Securities Department, 10th floor of the company
3. Registration method:
(1) The legal person shareholder shall go through the registration formalities with the shareholder’s account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If a legal person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, a copy of the business license stamped with the official seal, the power of attorney (see Annex II for details) and the client’s shareholder account card;
(2) Natural person shareholders shall go through the registration procedures with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, power of attorney (see Annex II for details), the client’s shareholder account card and ID card;
(3) Non local shareholders can register by letter or fax. Shareholders should carefully fill in the registration form of shareholders’ participation (see Annex I for details) for registration confirmation.
Please send the fax to the Securities Department of the company before 16:30 on March 30, 2022.
Fax No.: 07568680252 (please indicate “general meeting of shareholders”).
Please send the letter to Guangdong Vtr Bio-Tech Co.Ltd(300381) securities department, No. 8, Pingbei 1st Road, Nanping Science and Technology Industrial Park, Zhuhai City, Guangdong Province, zip code: 519060.
(please mark “general meeting” on the envelope)
(4) Precautions:
① The original or copy of the above supporting documents can be presented during registration, but the ID card and power of attorney of the attendees must be presented when signing in at the meeting.
② Shareholders and shareholders’ agents attending the on-site meeting shall carry the original of relevant certificates and go through the registration formalities at the venue one hour before the meeting.
③ Telephone registration is not accepted.
4. Meeting contact: Zhou Derong, Zhu Shanmin
Conference Tel.: 07568676888
Conference Contact Fax: 07568680252
Contact address: No. 8, Pingbei 1st Road, Nanping Science Park, Zhuhai, Guangdong
Postal Code: 519060
5. The board, lodging and transportation expenses of the participants in the on-site meeting of the general meeting of shareholders shall be borne by themselves, and they shall arrive at the meeting site half an hour before the beginning of the meeting.
5、 Specific operation process of participating in online voting
The shareholders of this shareholders’ meeting can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）For voting, see Annex I to this notice.
6、 Documents for future reference
1. Resolutions of the 15th meeting of the 7th board of directors; 2. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
Guangdong Vtr Bio-Tech Co.Ltd(300381) director
