Securities code: Tianjin Guangyu Development Co.Ltd(000537) securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022027 Tianjin Guangyu Development Co.Ltd(000537)
Notice on convening the second 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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
On March 22, 2022, the company held the 22nd Meeting of the 10th board of directors, deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022. The directors of the company voted 9 in favor, 0 against and 0 abstention. 3. Legality and compliance of the meeting: the board of directors of the company believes that 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, April 7, 2022
(2) Online voting time: April 7, 2022. Among them, the time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on April 7, 2022; The time of voting through the Internet voting system is any time from 9:15 to 15:00 on April 7, 2022.
5. Convening method of the meeting: the combination of on-site voting and online voting is adopted
6. Equity registration date of the meeting: Wednesday, March 30, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date
After the closing of the trading on the afternoon of March 30, 2022 on the equity registration date, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (including preferred shareholders whose voting rights have been restored) 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 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: meeting 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
(I) matters to be considered
Name and code of the proposal of the general meeting of shareholders
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
proposal
1.00 proposal on the outline of the 14th five year development plan √
2.00 proposal on Amending the articles of association and relevant rules of procedure √ number of sub proposals as voting objects: (3)
2.01 articles of association √
2.02 rules of procedure of general meeting of shareholders √
2.03 rules of procedure of the board of directors √
The above-mentioned proposals are all non related proposals. Among them, proposal 1 must be approved by more than half of the voting rights held by the shareholders (including their proxies) attending the meeting; The second proposal is a special resolution and needs to be voted one by one. It can be passed only with the consent of more than two-thirds of the voting rights held by the shareholders (including their proxies) attending the meeting.
(II) review and disclosure
The above proposal has been deliberated and approved at the 22nd Meeting of the 10th board of directors of the company. For details, please refer to the company’s securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）The announcement on the resolution of the 22nd Meeting of the 10th board of directors (Announcement No.: 2022026) and the explanation on Amending the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors. 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 second extraordinary general meeting of shareholders in 2022. 3、 Meeting registration method
1. Registration method: on-site registration or registration by letter or email.
2. Registration time: 9:00-11:30 a.m. and 2:00-5:00 p.m. on Friday, April 1, 2022.
(valid registration is based on the registration certificate received on or before April 1, 2022)
3. Registration place: floor 10, No. 5, Chaowai Street, Chaoyang District, Beijing
4. Registration procedures:
(1) Shareholders of social public shares shall go through the registration procedures with their own ID card, shareholder account card and shareholding certificate. (2) The shareholders of corporate shares shall go through the registration formalities with the copy of business license, the power of attorney of legal representative and the ID card of the attendees.
(3) The entrusted agent shall go through the registration formalities with his own ID card, power of attorney, client’s shareholder account card and client’s ID card.
(4) Non local shareholders can register their ID cards and shareholding certificates by letter or e-mail.
5. See Annex 2 for the power of attorney.
6. Contact information of the meeting:
Contact: Yi Chengru
Tel: (010) 85727720
mail box: [email protected].
Mailing address: floor 10, No. 5, Chaowai Street, Chaoyang District, Beijing
Postal Code: 100020
7. All shareholders attending the on-site meeting of the general meeting of shareholders shall bear their own accommodation and transportation expenses.
4、 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. ）Please refer to Annex 1 for the specific operation process involved in voting and online voting.
5、 Other matters
1. Handling method of abnormal conditions of online voting system: during online voting, if the online voting system is affected by major emergencies, the process of this shareholders’ meeting shall be carried out according to the notice of the same day.
7、 Documents for future reference
1. Tianjin Guangyu Development Co.Ltd(000537) the resolution of the 22nd Meeting of the 10th board of directors
2. Other report documents
3. Location of documents for future reference: Securities Affairs Department of the company
Tianjin Guangyu Development Co.Ltd(000537) board of directors
March 23, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 360537
2. Voting abbreviation: Guangyu voting
3. Proposal setting and opinion voting
(1) Proposal setting
List of “proposal code” corresponding to the proposal of the general meeting of shareholders
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
proposal
1.00 proposal on the outline of the 14th five year development plan √
2.00 proposal on Amending the articles of association and relevant rules of procedure √ number of sub proposals as voting objects: (3)
2.01 articles of association √
2.02 rules of procedure of general meeting of shareholders √
2.03 rules of procedure of the board of directors √
(2) Fill in the voting opinions, agree, disagree and abstain
(3) When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals. In case of repeated voting by shareholders on the same proposal, the first valid vote shall prevail. If the shareholder votes on the sub proposal first and then on the general proposal, the voting opinion of the sub 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 sub proposal is voted, the voting opinion of the general proposal shall prevail.
(4) Voting on the same proposal shall be subject to the first valid vote.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on April 7, 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.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on April 7, 2022 and ends at 3:00 p.m. on April 7, 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 log in to 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.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex 2:
Power of attorney
I hereby authorize (Mr. / Ms.) to attend the second extraordinary general meeting of shareholders in Tianjin Guangyu Development Co.Ltd(000537) 2022 on behalf of me / the company within the scope of the following authorization and exercise the voting right on behalf of me / the company. The entrusted person shall vote on the following proposals according to the following instructions. If no instructions are given, the agent has the right to vote according to his own wishes.
The voting instructions of the client for the following proposals are as follows:
Remarks agree to oppose the proposal of waiver, code the column ticked in the name of the proposal
You can vote
100 total proposals: all proposals except cumulative voting proposals √
case
Non cumulative voting
proposal
On the outline of the 14th five year development plan
1.00 √
bill
2.00 number of sub proposals on Amending the articles of association and relevant rules of procedure √ as the voting object: (3) proposal
2.01 articles of association √
2.02 rules of procedure of general meeting of shareholders √
2.03 rules of procedure of the board of directors
