Announcement of resolutions of the first extraordinary general meeting of shareholders in 2022
Securities code: 002666 securities abbreviation: Guangdong Delian Group Co.Ltd(002666) Announcement No.: 2022-001 Guangdong Delian Group Co.Ltd(002666)
Announcement of resolutions of 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.
Special tips:
1. This general meeting of shareholders does not involve changes to the proposals of the previous general meeting of shareholders;
2. The proposal on the extension of financial assistance and related party transactions provided by subsidiaries to their joint-stock companies was rejected at the general meeting of shareholders.
1、 Convening of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener: Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as "the company") the board of directors. 3. Date and time of the meeting:
On site meeting time: 15:00, Friday, January 14, 2022.
Date and time of online voting: the specific time of online voting through the trading system of Shenzhen stock exchange is the trading time on January 14, 2022, i.e. 9:15-9:25 a.m. and 9:30-11:30 a.m; 13:00-15:00 PM; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on January 14, 2022.
4. Venue of the meeting: conference room on the fifth floor, No. 386, Hongling Second Road, Songgang, Shishan town, Nanhai District, Foshan City.
5. Convening method: the shareholders' meeting adopts the combination of on-site voting and online voting. The company will provide online voting platform to the shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. The shareholders of the company choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Moderator: Mr. Xu Xianda, chairman.
Announcement of resolutions of the first extraordinary general meeting of shareholders in 2022
7. Legality and compliance of the meeting: the convening and convening procedures of the meeting and the qualifications of the participants meet the provisions of the company law of the people's Republic of China and other relevant laws and regulations and the articles of association.
2、 Attendance at meetings
1. A total of 16 shareholders and shareholders' agents attended the general meeting of the company, representing 406774838 shares, accounting for 53.9254% of the total shares of the company. Among them, 9 shareholders and shareholders' agents attended the on-site meeting of the general meeting of shareholders, representing 406617638 shares with voting rights, accounting for 53.9045% of the total shares of the company; A total of 7 shareholders participated in the online voting of the general meeting of shareholders, representing 157200 voting shares, accounting for 0.0208% of the total shares of the company; There are 8 minority shareholders (except shareholders, directors, supervisors and senior executives who individually or jointly hold more than 5% of the company's shares) voting on site and online, representing 832235 voting shares, accounting for 0.1103% of the total shares of the company.
2. The directors, supervisors and senior managers of the company attended and witnessed the meeting. Lawyers Wu Yulun and Cao Junyan of Shanghai United Law Firm attended and witnessed the meeting.
3、 Deliberation of proposals at the meeting
The general meeting of shareholders will vote on the proposal by means of on-site voting and online voting. The voting details are as follows:
1. Deliberated the proposal on the extension of financial assistance provided by subsidiaries to their joint-stock companies and related party transactions;
Affiliated shareholders Mr. Xu Xianda, Mr. Xu tuanhua and Ms. Xu Qingfang (holding 403767464 shares in total) avoided voting on this proposal.
Total voting: 20100 shares agreed, accounting for 0.6684% of the shares held by all shareholders attending the meeting; 2987274 shares opposed, accounting for 99.3316% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting of small and medium-sized investors: 20100 shares were agreed, accounting for 2.4152% of the shares held by small and medium-sized shareholders attending the meeting; Against 812135 shares, accounting for 97.5848% of the shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
Voting result: No.
Announcement of resolutions of the first extraordinary general meeting of shareholders in 2022
Explanation of reasons for rejection of the proposal: on January 7, 2022, Shenzhen Stock Exchange issued 6.3.12 of the revised listing rules of Shenzhen Stock Exchange, which stipulates that "listed companies shall not provide financial assistance to affiliated persons specified in article 6.3.3 of these rules, but to affiliated joint-stock companies (excluding entities controlled by the controlling shareholders and actual controllers of listed companies) Provide financial assistance, except that other shareholders of the participating company provide financial assistance with the same conditions according to the proportion of capital contribution. " As other shareholders of the affiliated participating companies in this proposal did not provide financial assistance under the same conditions for the participating companies according to the proportion of capital contribution, the content of this proposal is inconsistent with the revised new regulations. In order to protect their own and the company's interests and avoid the company's illegal provision of financial assistance, the shareholders and shareholder agents attending the on-site meeting rejected this proposal.
2. The proposal on the company providing guarantee for the subsidiary Germany China Trade (Hong Kong) Co., Ltd. to apply for bank credit was deliberated and adopted;
Total voting: 406637738 shares were approved, accounting for 99.9663% of the shares held by all shareholders attending the meeting; 137100 shares opposed, accounting for 0.0337% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting result: adopted.
3. The proposal on providing guarantee for the subsidiary Foshan Junyao Automobile Sales Service Co., Ltd. to apply for bank credit was deliberated and adopted;
Total voting: 406637738 shares were approved, accounting for 99.9663% of the shares held by all shareholders attending the meeting; 137100 shares opposed, accounting for 0.0337% of the shares held by all shareholders attending the meeting; Abstain 0 shares, accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Voting result: adopted.
4、 Legal opinions issued by lawyers
Lawyer Wu Yulun and lawyer Cao Junyan of Shanghai United law firm came to the meeting to certify the shareholders' meeting and issued a legal opinion. They believe that the convening and convening procedures of the company's shareholders' meeting comply with the provisions of laws, administrative regulations, rules for shareholders' meeting of listed companies and the company's articles of association, and the qualifications of the attendees and conveners are legal and valid, The voting procedures and results of the meeting are legal and valid.
5、 Documents for future reference
1. Guangdong Delian Group Co.Ltd(002666) resolution of the first extraordinary general meeting of shareholders in 2022;
Announcement of resolutions of the first extraordinary general meeting of shareholders in 2022
2. Legal opinion issued by Shanghai United law firm. It is hereby announced!
January 14, 2002
