Securities code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022-007 Tianjin Guangyu Development Co.Ltd(000537)
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.
1、 Basic information of the meeting
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 board of directors of the company
On January 11, 2022, the company held the 19th meeting of the 10th board of directors, deliberated and adopted the proposal on convening the first 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 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: 3:00 p.m. on Thursday, January 27, 2022
(2) Online voting time: January 27, 2022. Among them, 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 January 27, 2022; The voting time through the Internet voting system is any time from 9:15 to 15:00 on January 27, 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: Thursday, January 20, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date
At the closing of the afternoon of January 20, 2022 on the equity registration date, all ordinary shareholders of the company (including preferred shareholders whose voting rights have been restored) registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may 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: conference 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
1. Proposal on adjusting some non independent directors
1.01 elect Jiao Jianjun as a non independent director of the 10th board of directors of the company
1.02 elect sun Peigang as a non independent director of the 10th board of directors of the company
1.03 elect Wang Xiaocheng as a non independent director of the 10th board of directors of the company
1.04 elect Fan Jie as a non independent director of the 10th board of directors of the company
2. Proposal on adjusting some supervisors
2.01 elect Zhang Xin as the supervisor of the 10th board of supervisors of the company
(II) disclosure
The above-mentioned deliberation items were deliberated and adopted at the 19th meeting of the 10th board of directors and the 8th meeting of the 10th board of supervisors respectively. For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com on January 12, 2022（ http://www.cn.info.com.cn. ）Disclosure
Announcement on resolutions of the 19th meeting of the 10th board of directors (Announcement No.: 2022-003) and the 10th board of supervisors
Announcement on the resolution of the eighth meeting of the board of directors (Announcement No.: 2022-004), announcement on adjusting some directors, supervisors, senior managers and persons in charge of internal audit (Announcement No.: 2022-005) and 2022
Materials for the first extraordinary general meeting of shareholders in.
(III) precautions
1. According to the requirements of the rules for the general meeting of shareholders of listed companies, all proposals of the general meeting of shareholders shall be submitted to the minority shareholders
The votes of investors shall be counted separately (small and medium-sized investors refer to shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company).
2. Among the above proposals, proposal 1 is about the election of non independent directors of the company. Four non independent directors shall be elected this time, and the cumulative voting system shall be adopted for voting. Proposal 2 is about the election of supervisors of the company. One supervisor shall be elected this time, and measures shall be taken
Non cumulative voting system.
For cumulative voting proposals, for each share held by shareholders, they will have the same number of election votes as the number of directors or supervisors to be elected under each proposal group (proposal 1), that is, the number of election votes held by shareholders is their voting shares
Number multiplied by the number of candidates. Shareholders may limit the number of election votes they have to the number of candidates to be elected
Distribution (zero votes can be cast), the number of election votes owned by shareholders can be concentrated to one candidate or
Vote for several candidates, but the total number shall not exceed the number of electoral votes they have. Shareholders shall vote for the proposal
If the number of voting votes cast by a shareholder exceeds the number of voting votes he has, his vote on the proposal shall be limited
Any vote raised shall be deemed invalid. See Annex 1 of this notice for the specific voting method.
3、 Motion code
remarks
Proposal code proposal name the ticked column can vote
Cumulative voting motion is equal election
bill
1.00 proposal on adjusting some non independent directors: 4 persons to be elected
1.01 elect Jiao Jianjun as a non independent director of the 10th board of directors √
1.02 elect sun Peigang as a non independent director of the 10th board of directors √
1.03 elect Wang Xiaocheng as a non independent director of the 10th board of directors √
1.04 elect Fan Jie as a non independent director of the 10th board of directors √
Non cumulative votes are equal elections
Vote motion
2.00 1 person shall be elected in the proposal on adjusting some supervisors
2.01 elect Zhang Xin as the supervisor of the 10th board of supervisors √
4、 Meeting registration method
1. Registration method: on-site registration, registration by letter or fax.
2. Registration time: 9:00-11:30 a.m. and 2:00-5:00 p.m. on Monday, January 24, 2022.
(valid registration is subject to the registration certificate received on or before January 24, 2022)
3. Registration place: floor 10, No. 5, Chaowai Street, Chaoyang District, Beijing
4. Registration procedures:
(1) Shareholders of social public shares shall hold their own ID card, shareholder account card and shareholding certificate, and entrusted agents shall hold their own ID card, power of attorney, client’s shareholder account card and client’s ID card.
(2) The shareholders of corporate shares shall go through the registration formalities with the copy of business license, the power of attorney of the legal representative and the ID card of the attendees.
(3) Non local shareholders may register their ID cards and shareholding certificates by letter or fax.
5. See Annex 2 for the power of attorney.
5、 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. ）See Annex 1 for the specific operation process involved in voting and online voting.
6、 Other matters
1. Meeting contact information:
Contact: Yi Chengru
Tel: (010) 85727720
Contact Fax: (010) 85727714
Mailing address: floor 10, No. 5, Chaowai Street, Chaoyang District, Beijing
Postal Code: 100020
2. All shareholders attending the on-site meeting of the general meeting of shareholders shall bear their own accommodation and transportation expenses.
3. 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) resolution of the 19th meeting of the 10th board of directors
2. Tianjin Guangyu Development Co.Ltd(000537) resolution of the 8th meeting of the 10th board of supervisors
3. Location of documents for future reference: Securities Department of the company
It is hereby announced.
Tianjin Guangyu Development Co.Ltd(000537) board of directors
January 12, 2022
Annex 1:
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) Motion setting
remarks
Proposal code proposal name the ticked column can vote
Cumulative voting motion is equal election
bill
1.00 proposal on adjusting some non independent directors: 4 persons to be elected
1.01 elect Jiao Jianjun as a non independent director of the 10th board of directors √
1.02 elect sun Peigang as a non independent director of the 10th board of directors √
1.03 elect Wang Xiaocheng as a non independent director of the 10th board of directors √
1.03 elect Fan Jie as a non independent director of the 10th board of directors √
Non cumulative votes are equal elections
Vote motion
2.00 1 person shall be elected in the proposal on adjusting some supervisors
2.01 elect Zhang Xin as the supervisor of the 10th board of supervisors √
(2) Fill in the number of election votes
For cumulative voting proposals, shareholders shall fill in the number of election votes for a candidate based on their own
The voting of each proposal group is limited to the number of electoral votes, and the number of electoral votes cast by shareholders exceeds the number of electoral votes, or
If the number of voters exceeds the number of candidates to be elected in the differential election, the election votes cast by the motion group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
Fill in the serial number of the proposal of the general meeting of shareholders under “proposal code”. 1.01 represents the first candidate, 1.02
The second candidate in the table, and so on.
Proposal 1.00 election of 4 non independent directors, total number of votes owned by shareholders = number of shares held × 4；
Table: list of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
yes
