Securities code: Tangrenshen Group Co.Ltd(002567) securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022051 Tangrenshen Group Co.Ltd(002567)
Notice on convening the third 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 third 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 third extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 49th meeting of the eighth board of directors of the company, and it was decided to convene the third extraordinary general meeting of shareholders in 2022. The convening of this general meeting of shareholders complies with the provisions of relevant laws and regulations and the articles of association. 4. Date and time of the meeting
(1) Time of on-site meeting
14:30 pm on Wednesday, April 27, 2022.
(2) Online voting time
The time of online voting through the trading system of Shenzhen stock exchange is: 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m. and 13:00 ~ 15:00 p.m. on April 27, 2022;
The time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on April 27, 2022.
5. Meeting method: the shareholders' meeting adopts the method of on-site voting + online voting.
Shareholders of the company can only choose one of on-site voting and online voting. If the same shareholder's account is voted repeatedly through the above two methods, the first valid voting result shall prevail. Online voting includes two voting methods: securities trading system and Internet system. Only one of them can be selected for the same share.
The company will use the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time.
6. Equity registration date of the meeting: Thursday, April 21, 2022
7. Attendee
(1) As of the afternoon of Thursday, April 21, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, or entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company; (2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
8. Site meeting place
Conference room on the fourth floor of the company headquarters in Liyu Industrial Park (1291 Huanghe North Road), national high tech Industrial Development Zone, Zhuzhou City, Hunan Province.
2、 Matters considered at the meeting
1. Proposal name
Table 1: name and code of the proposal of the general meeting of shareholders
Proposal code proposal name remarks
The column checked in this column can vote
100 general proposal: all proposals for this shareholders' meeting √
Unified voting
Non cumulative voting
proposal
1.00 on the company's compliance with the conditions for non-public offering of shares √
Proposal for
2.00 proposal on the company's non-public offering of shares √ as the voting object
Number of sub proposals (to be voted item by item): (10)
2.01 type and par value of issued shares √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 pricing base date, issue price and pricing principle √
2.05 issue quantity √
2.06 purpose and amount of raised funds √
2.07 restricted period √
2.08 place of listing √
2.09 arrangement of undistributed profits √
2.10 validity period of this issuance resolution √
3.00 non public offering of the company in 2022 a √
Proposal on stock plan
A on the company's non-public offering in 2022
Feasibility analysis report on the use of raised funds of 4.00 shares √
Proposal to report
5.00 report on the use of previously raised funds √
Proposal
6.00 on diluted immediate return of non-public offering of shares √
And filling measures
7.00 controlling shareholder, actual controller, director and high √
On the non-public offering of shares by senior managers
Discussion on the commitment of diluting immediate return and taking filling measures
Case
8.00 √ on signing with controlling shareholders with effective conditions
Proposal on share subscription agreement and related party transactions
9.00 proposal for the general meeting of shareholders to authorize the board of directors to handle √
Proposal on matters related to this non-public offering
10.00 proposal on external guarantee provided by subsidiaries √
2. The main contents of the proposals considered at this meeting are detailed in the announcement of the resolution of the 49th meeting of the eighth board of directors published on cninfo.com and securities times on April 12, 2022 and other relevant announcements disclosed in the same period.
The above-mentioned proposals 1 to 10 shall be considered by special resolution and shall come into force after being passed by more than two-thirds of the voting rights held by the shareholders (including agents) attending the meeting.
The above proposals 1 to 10 are major issues affecting the interests of small and medium-sized investors, and the votes of small and medium-sized investors (i.e. shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of listed companies) shall be counted separately, and the company will make public disclosure according to the vote counting results.
3、 Proposal code
1. The company has coded the proposal, see Table 1 for details;
2. The general meeting of shareholders has set up "general proposal" for a number of proposals, and the corresponding proposal code is 100; 3. Except for the general proposal, the proposal codes of this shareholders' meeting are in the order of 1.00 and 2.00 without repetition;
4. There are no mutually exclusive proposals at this shareholders' meeting, excluding proposals requiring item by item voting and proposals requiring classified voting.
4、 Meeting registration and other matters
1. Registration method
All shareholders attending the meeting shall go through the registration procedures at the company with their ID card and shareholder account card; The agent authorized by the shareholder shall go through the registration procedures at the company with the copy of the client's ID card, the client's securities account card, the power of attorney and the agent's ID card; The agent of the legal person shareholder shall go through the registration procedures at the company with the copy of the legal person's business license stamped with the official seal, the legal person's securities account card, the power of attorney of the legal person and the agent's ID card. Shareholders can register by letter, e-mail or fax (see Annex II and III for the "power of attorney of shareholders").
2. Registration time and place
(1) Registration time:
9:00-11:30 am and 14:00-16:30 pm on April 25, 2022
(2) Place of registration:
Investment and securities department on the third floor of the company headquarters in Liyu Industrial Park (1291 Huanghe North Road), national high tech Industrial Development Zone, Zhuzhou City, Hunan Province.
Non local shareholders can register by letter, e-mail or fax with relevant certificates (they must be delivered, sent e-mail or fax to the company before 16:30 p.m. on April 25, 2022), and please confirm by telephone. The letter should be marked with the words "general meeting of shareholders".
3. Shareholders and their proxies attending the meeting shall bring relevant certificates to the venue half an hour before the meeting and go through the registration formalities.
4. Shareholders attending the meeting shall bear their own expenses.
5. During online voting, if the voting system is affected by major emergencies, the process of this relevant shareholders' meeting shall be carried out according to the notice of that day.
6. Contact information:
(1) Contact address: Tangrenshen Group Co.Ltd(002567) investment and securities department, Liyu Industrial Park, national high tech Industrial Development Zone, Zhuzhou City, Hunan Province, zip code: 412007
(2) Contact: Shen Na
(3) Tel.: 073128591247
(4) Contact Fax: 073128591125
(5) Email: SN- [email protected].
5、 Specific operation process of participating in online voting
At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Documents for future reference
Resolutions of the 49th meeting of the 8th board of directors of the company.
It is hereby announced.
Tangrenshen Group Co.Ltd(002567) board of directors April 11, 2002 Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: "362567", voting abbreviation: "Tang voting".
2. Fill in the voting opinions or election votes.
For non cumulative voting proposals, 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 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.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange:
1. Voting time: trading hours on April 27, 2022, i.e. 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 p.m., 13:00 ~ 15:00 p.m.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Voting procedure through Internet voting system
1. The voting time of the Internet voting system is any time from 9:15 to 15:00 on April 27, 2022.
2. Shareholders who vote online through the Internet voting system 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 II:
Power of attorney
Tangrenshen Group Co.Ltd(002567) board of directors:
I hereby authorize (Mr. and Ms.) to represent (the company and myself) to attend the third extraordinary general meeting of shareholders in Tangrenshen Group Co.Ltd(002567) 2022 held on April 27, 2022 in the conference room on the fourth floor of the company's headquarters in Liyu Industrial Park, national high tech Industrial Development Zone, Zhuzhou City, Hunan Province, and vote on the following proposals on behalf of (the company and myself) in accordance with the following instructions. If (the company or myself) fails to give specific instructions on the voting matters of this meeting, the trustee may exercise the voting right on behalf of him, and the consequences of exercising the voting right shall be borne by (the company or myself).
remarks
Proposal name
