Securities code: 600239 securities abbreviation: * ST Yuncheng Announcement No.: Lin 2022-002 Yunnan Metropolitan Real Estate Development Co.Ltd(600239)
Announcement of resolutions of the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content: whether there is a veto proposal at this meeting: I. convening and attendance of the meeting
（1） Time of convening the general meeting of shareholders: January 10, 2022
（2） Venue of the general meeting of shareholders: meeting room (III) on the 17th floor of building A4 office building Yunnan Metropolitan Real Estate Development Co.Ltd(600239) (hereinafter referred to as “the company”), No. 36 Xiyuan South Road, Xishan District, Kunming ordinary shareholders attending the meeting and preferred shareholders who have restored their voting rights and their shares:
1. Number of shareholders and proxies attending the meeting 24
2. The total number of voting shares (shares) held by shareholders attending the meeting is 678105037
3. The number of voting shares held by shareholders attending the meeting accounts for the company’s voting shares
42.2315% of the total number of shares (%) (IV) whether the voting method complies with the provisions of the company law and the articles of association, the chairmanship of the general meeting, etc. Mr. Li Jialong, chairman of the company, was unable to attend the meeting due to work reasons. According to the relevant provisions of the articles of association, Mr. Chen Yonghang, director of the company, presided over the meeting after being elected by more than half of the directors of the company. This meeting is in accordance with the company law, relevant national laws and regulations and the articles of association. （5） Attendance of the company’s directors, supervisors and Secretary of the board of directors 1. There were 7 incumbent directors of the company and 2 attended the meeting. Mr. Li Jialong, chairman of the board, Mr. Zhang Jianxin, independent director, Ms. Lou Aidong, director and general manager, Ms. Kong Weiran, director and chief financial officer, Mr. Cui Kai, failed to attend the meeting due to work reasons; 2. There were 3 in-service supervisors of the company and 2 attended the meeting. Mr. Liu Xingcan, the supervisor, was unable to attend the meeting due to work reasons
Discussion; 3. The Secretary of the board of directors attended the meeting; Some senior managers and lawyers of the company attended the meeting as nonvoting delegates. 2、 Deliberation of the proposal (I) non cumulative voting proposal 1. Proposal Name: proposal on financing matters of the company in 2022
Outcome of deliberations: votes adopted:
Types of shareholders agree against waiver
Proportion of votes proportion of votes (%) (%)
A shares 675905469 99.6756 2199568 0.3244 0
2. Proposal Name: proposal on the company’s guarantee in 2022
Outcome of deliberations: votes adopted:
Types of shareholders agree against waiver
Proportion of votes proportion of votes (%) (%)
A shares 675635873 99.6358 2469164 0.3642 0
3. Proposal Name: proposal on the company’s application for guarantee amount from controlling shareholders and the establishment of mutual insurance relationship in 2022
Review result: no vote:
Types of shareholders agree against waiver
Proportion of votes proportion of votes proportion of votes
（%） （%） （%）
A shares 3371760 57.7284 2468964 42.2716 0
4. Proposal Name: proposal on the company’s application for loan limit from the controlling shareholder and its subsidiaries in 2022 deliberation results: voting results:
Types of shareholders agree against waiver
Proportion of votes proportion of votes (%) (%)
A shares 3405956 58.3139 2434768 41.6861 0
5. Proposal Name: proposal on the company’s provision of loans to subordinate joint stock companies in 2022
Outcome of deliberations: votes adopted:
Types of shareholders agree against waiver
Proportion of votes proportion of votes (%) (%)
A shares 675635873 99.6358 2469164 0.3642 0
6. Proposal Name: proposal on the company’s daily related party transactions in 2022
Outcome of deliberations: votes adopted:
Types of shareholders agree against waiver
Proportion of votes proportion of votes (%) (%)
A shares 3640956 62.3374 2199768 37.6626 0
7. Proposal Name: proposal on the company providing guarantee for subordinate joint stock companies
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes proportion of votes (%) (%)
A shares 675635873 99.6358 2469164 0.3642 0
8. Proposal Name: proposal on Revising the Yunnan Metropolitan Real Estate Development Co.Ltd(600239) development strategy management system
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes proportion of votes (%) (%)
A shares 675905469 99.6756 2199568 0.3244 0
（2） Voting of less than 5% of shareholders involved in major issues
The motion agreed to oppose abstention
No. proposal name number of votes proportion of votes proportion of votes (%) (%)
About the company
1 proposal on financing 35754894 94.2047 2199568 5.7953 0 items in 2022
About the company
2 proposal on 35485298 93.4944 2469164 6.50560 guarantees in 2022
About the company
3. Apply for guarantee from the controlling shareholder 3371760 57.7284 2468964 42.2716 0 in 2022
Quota and establishment of mutual
Discussion on insurance relationship
Case
About the company
To the holding company in 2022
4 shareholders and their subordinates 3405956 58.3139 2434768 41.6861 0 apply for loans
Proposal on quota
About the company
5. In 2022, it will provide to the subordinate 35485298 93.4944 2469164 6.5056 0 joint-stock companies
Proposal on loan
About the company
6. Daily closing of 3640956 62.3374 2199768 37.6626 0 transactions in 2022
Proposal
About the company
7 discussion on guarantee provided by subordinate joint stock companies 35485298 93.4944 2469164 6.5056 0
Case
Revision of the<
Yunnan city investment industry
8 Co., Ltd. 35754894 94.2047 2199568 5.7953 0 development strategy management
(III) explanation on the voting of proposals
1. Proposals 2 and 7 involving special resolutions have been adopted by more than 2 / 3 of the total number of valid voting shares.
2. The motion 3 concerning the special resolution was not passed. 3. For proposals 3, 4 and 6 involving related shareholders’ avoidance of voting, related shareholders Yunnan kanglv Holding Group Co., Ltd. and its subordinate holding subsidiary Yunnan Rongzhi Investment Co., Ltd. have avoided voting. 3、 Lawyer’s Witness 1. Law firm witnessed this shareholders’ meeting: Beijing Deheng (Kunming) law firm lawyers: Li Yanli, Cui Guangxian 2. Lawyer’s Witness conclusion: the convening, convening, shareholders’ qualification to attend the meeting, voting procedures and voting results of the company’s shareholders’ meeting comply with laws, regulations and the articles of association, The resolutions adopted are legal and valid. 4、 List of documents for future reference 1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors; 2. A legal opinion signed and sealed by the director of the witnessed law firm; 3. Other documents required by the exchange. It is hereby announced.
Yunnan Metropolitan Real Estate Development Co.Ltd(600239) January 11, 2022
