Securities code: Costar Group Co.Ltd(002189) securities abbreviation: Costar Group Co.Ltd(002189) Announcement No.: 2022032 Costar Group Co.Ltd(002189)
Announcement of resolutions of the 2021 annual general meeting of shareholders
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.
Important tips
1. No proposals were added, rejected or changed during the meeting.
2. This general meeting of shareholders does not involve changing the resolutions of the previous general meeting of shareholders.
1、 Convening and attendance of the meeting
(1) Meeting time:
The on-site meeting will be held at 15:00 on Thursday, May 19, 2022
Online voting time: May 19, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on Thursday, May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 a.m. on Thursday, May 19, 2022.
(2) Venue: room Costar Group Co.Ltd(002189) meeting, No. 508, Gongye South Road, Nanyang City, Henan Province
(3) Holding method: the combination of on-site voting and online voting
(4) Convener: Board of directors
(6) The convening, convening and voting procedures of the meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the articles of association and other laws, regulations and normative documents.
2. Attendance at the meeting
A total of 17 shareholders and authorized representatives of shareholders attended the shareholders’ meeting, and the number of voting shares represented was 120568952, accounting for 459475% of the total shares of the company on the equity registration date.
Among them: (1) three shareholders (agents) attended the on-site meeting, representing 113964755 shares, accounting for 434307% of the total shares of the company on the equity registration date; (2) There are 14 shareholders voting online, representing 6604197 shares, accounting for 2.5168% of the total shares of the company on the equity registration date.
A total of 14 small and medium-sized investors (except shareholders who individually or jointly hold more than 5% of the shares of the listed company and other shareholders other than the company’s directors, supervisors and senior managers) attended the shareholders’ meeting. The number of voting shares representing the company was 10345045 shares, accounting for 3.9424% of the total share capital of the company on the equity registration date.
3. Attendance
Some directors, supervisors, Secretary of the board of directors and senior managers of the company attended the meeting as nonvoting delegates. Affected by covid-19 pneumonia, lawyers of Beijing Zhonglun law firm witnessed the shareholders’ meeting by video and issued legal opinions.
2、 Consideration and voting of proposals
The general meeting of shareholders adopted a combination of on-site voting and online voting, and considered and adopted the following proposals:
(I) proposal on the company’s annual report and summary in 2021
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 2.0007% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
(II) proposal on the annual work report of the board of directors in 2021
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 2.0007% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
(III) proposal on the work report of the board of supervisors in 2021
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 2.0007% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
(IV) proposal on the company’s 2021 annual financial statement report
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 2.0007% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
(V) profit distribution plan for 2021
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 2.0007% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
Among them, the voting results of minority shareholders: 7932845 shares were agreed, accounting for 766826% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Against 2412200 shares, accounting for 233174% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
(VI) proposal on financing plan in 2022
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 2.0007% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
(VII) proposal on the company’s special report on the deposit and use of raised funds in 2021
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 12200020002% of the total number of shares with valid voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
(VIII) proposal on carrying out accounts receivable factoring business with China Ordnance Equipment Group commercial factoring Co., Ltd
Voting result: related shareholders China Ordnance Equipment Group Co., Ltd. and Nanfang Industrial Asset Management Co., Ltd. avoided voting. The remaining shareholders agreed to 7952845 shares, accounting for 767275% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 232725% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights.
The resolution was passed. Among them, the voting results of minority shareholders: 7932845 shares were agreed, accounting for 766826% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Against 2412200 shares, accounting for 233174% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
(IX) proposal on signing financial service agreement with Ordnance Equipment Group Finance Co., Ltd. and providing corresponding guarantee with some assets
Voting result: related shareholders China Ordnance Equipment Group Co., Ltd. and Nanfang Industrial Asset Management Co., Ltd. avoided voting. The remaining shareholders agreed to 7952845 shares, accounting for 767275% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 232725% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed. Among them, the voting results of minority shareholders: 7932845 shares were agreed, accounting for 766826% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Against 2412200 shares, accounting for 233174% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
(x) proposal on estimating the amount of daily connected transactions in 2022
Voting results: affiliated shareholders China Ordnance Equipment Group Co., Ltd., Nanfang Industrial Asset Management Co., Ltd. and Nanyang Jinkun Photoelectric Instrument Co., Ltd. avoided voting. The remaining shareholders agreed to 4191997 shares, accounting for 634747% of the total number of shares attending the meeting and exercising effective voting rights; 2412200 shares opposed, accounting for 365253% of the total number of shares attending the meeting and exercising effective voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The resolution was passed.
Among them, the voting results of minority shareholders: 4171997 shares were agreed, accounting for 633638% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Against 2412200 shares, accounting for 366362% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
（11） Proposal on changing the registered capital and amending the articles of Association
Voting results: 118156752 affirmative votes, accounting for 979993% of the total number of shares attending the meeting and exercising effective voting rights; 12200020002% of the total number of shares with valid voting rights; Abstain 0 shares, accounting for 0.0000% of the total number of shares attending the meeting and exercising effective voting rights. The proposal has been adopted by more than 2 / 3 of the total number of effective voting shares, and the resolution has been adopted.
Among them, the voting results of minority shareholders: 7932845 shares were agreed, accounting for 766826% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Against 2412200 shares, accounting for 233174% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0.0000% of the total number of valid voting shares held by minority shareholders attending the general meeting of shareholders.
3、 Report of independent directors
The independent directors of the company reported on their work at the general meeting of shareholders, and reported on the performance of their duties such as attending the meeting, expressing independent opinions, daily work and protecting the legitimate rights and interests of investors in 2021. The full text of the report on the work of the independent directors of the company in 2021 was posted on cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）An announcement was made.
4、 Legal opinions issued by lawyers
1. Name of law firm: Beijing Zhonglun law firm;
2. Name of Lawyer: Xu Kun, Xia Yingying;
3. Conclusion: the convening, convening and voting procedures of the 2021 annual general meeting of shareholders of the company comply with the “Securities negotiators have legal and effective qualifications”, and the voting procedures and voting results of this general meeting of shareholders are legal and effective. V. documents for future reference
1. Costar Group Co.Ltd(002189) 2021 annual general meeting resolution.
2. Legal opinion of Beijing Zhonglun law firm on Costar Group Co.Ltd(002189) 2021 annual general meeting of shareholders.
It is hereby announced.
Costar Group Co.Ltd(002189) May 20, 2022
