Securities code: 002539 securities abbreviation: Chengdu Wintrue Holding Co.Ltd(002539) Announcement No.: 2022-011 Chengdu Wintrue Holding Co.Ltd(002539)
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
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
(II) convener of the general meeting of shareholders: Chengdu Wintrue Holding Co.Ltd(002539) (hereinafter referred to as “the company”) the board of directors. On January 13, 2022, the 31st meeting of the 5th board of directors of the company deliberated and adopted the notice on convening the first extraordinary general meeting of shareholders in 2022.
(III) legality and compliance of the meeting
The convening of the shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) date and time of the meeting:
1. On site meeting time: 14:00 p.m. on Monday, February 7, 2022
2. Online voting time: February 7, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 7, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 7, 2022.
(V) convening method of the meeting:
The shareholders’ meeting adopts the combination of on-site voting and online voting. The company will use the trading system and Internet voting system of Shenzhen Stock Exchange（ 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 network voting time.
In order to implement New Coronavirus infection prevention and control work, effectively reduce staff aggregation and protect the health of the majority shareholders, the company suggests that shareholders participate in the general meeting and vote on the Internet as far as possible. Phase III).
(VII) attendees:
1. Shareholders holding shares of the company on the equity registration date.
At the closing of the afternoon of the equity registration day, the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited have the right to attend the general meeting of shareholders, and can 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.
(VIII) site meeting place: conference room Chengdu Wintrue Holding Co.Ltd(002539) on the 4th floor of Huijing building, No. 969, middle section of Shulong Avenue, Xindu District, Chengdu.
2、 Matters to be considered at this general meeting
(I) name of proposal
1.00 proposal on the company’s compliance with the conditions for non-public development of shares;
2.00 proposal on the company’s non-public stock development plan;
2.01 class and par value of shares issued
2.02 issuance method and time
2.03 issuing object and subscription method
2.04 issue price and pricing principle
2.05 number of issues
2.06 amount and purpose of raised funds
2.07 restricted period
2.08 arrangement of undistributed profits
2.09 place of listing
2.10 validity period of this issuance resolution
3.00 proposal on the company’s non-public stock development plan;
4.00 proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company; 5.00 proposal on related party transactions involving non-public development of shares of the company;
6.00 proposal on signing a conditional non-public development bank share subscription agreement with the person acting in concert with the actual controller;
7.00 proposal on submitting to the general meeting of shareholders for approval that the subscribers and their persons acting in concert are exempted from increasing the company’s shares by offer;
8.00 proposal on the non-public development of bank shares without the need to prepare the report on the use of the previously raised funds; 9.00 proposal on diluted immediate return, filling measures and commitments of relevant subjects of non-public development banks;
10.00 proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the non-public development of shares of the company.
(II) disclosure of proposals
The above proposals 1-10 have been deliberated and adopted at the 31st meeting of the 5th board of directors held on January 13, 2022, and proposals 1-6, 8 and 9 have been deliberated and adopted at the 14th meeting of the 5th board of supervisors held on January 13, 2022. For the details of the proposals, please refer to the company’s publication on cninfo.com on January 15, 2022（ http://www.cn.info.com.cn. ）The announcement on the resolution of the 31st meeting of the 5th board of directors, the announcement on the resolution of the 14th meeting of the 5th board of supervisors, the stock plan of Chengdu Wintrue Holding Co.Ltd(002539) non-public development banks, the announcement on signing conditional subscription agreements and related party transactions with the persons acting in concert with the actual controller, and the feasibility analysis report on the use of the raised funds of non-public development banks Note on the non-public Development Bank‘s shares without the need to prepare the report on the use of the previously raised funds, announcement on the risk prompt, filling measures and commitments of relevant subjects of the non-public Development Bank‘s diluted immediate return of shares, announcement on submitting the general meeting of shareholders to approve the subscription object and its acting parties from increasing the company’s shares by offer.
(III) special emphasis
1. Proposal 2, proposal 3 and proposal 5-7 related shareholders need to avoid voting.
2. The above proposals 2 need to be voted on one by one.
3. The above proposal is a special resolution of the general meeting of shareholders, which shall be adopted by more than two-thirds of the effective voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
4. The above proposal involves major matters affecting the interests of small and medium-sized investors (referring to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, the same below). The company will count the votes of small and medium-sized investors separately and make public disclosure according to the vote counting results.
3、 Proposal code
Table 1: example of proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the company’s eligibility for non-public offering of shares √
Proposal on non-public offering of shares by the company √ number of sub proposals of 2.00 as voting object: (10)
2.01 type and par value of shares issued √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 issue price and pricing principle √
2.05 issue quantity √
2.06 amount and purpose of raised funds √
2.07 restricted period √
2.08 arrangement of undistributed profits √
2.09 place of listing √
2.10 validity period of this issuance resolution √
3.00 proposal on the company’s non-public stock development plan √
Feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
4.00 proposal reported √
5.00 proposal on related party transactions involving non-public development of shares of the company √
Non binding agreement on signing conditional entry into force with the person acting in concert with the actual controller
6.00 proposal on subscription agreement for public offering of shares √
On submitting to the general meeting of shareholders for approval of subscription objects and persons acting in concert
7.00 proposal on increasing the company’s shares by offer √
On the non-public offering of shares without the need to prepare the use of the previously raised funds
8.00 report proposal √
On diluted immediate return, filling measures and relevant principal measures for non-public offering of shares
9.00 proposal on corporate commitment √
Proposal for the general meeting of shareholders to authorize the board of directors and its authorized persons to handle it with full power
10.00 proposal on matters related to the company’s non-public offering √
4、 Registration method of on-site meeting of the general meeting of shareholders
(I) registration time:
Friday, January 28, 2022, 9:00-11:30 a.m. and 14:00-17:00 p.m
(II) place of registration:
Yunuo international 1204 Chengdu Wintrue Holding Co.Ltd(002539) securities department, building 1, No. 97 Qingyang Avenue, Chengdu.
(III) registration method:
1. Natural person shareholders shall go through the registration formalities with their own ID card and shareholder account card;
2. The legal person shareholder shall go through the registration formalities with the copy of the business license (with official seal), the shareholder account card, the certificate of the legal representative or the power of attorney of the legal person and the original ID card of the attendee;
3. The entrusted agent shall go through the registration formalities with the original ID card, power of attorney (see Annex 2 for details), the principal’s securities account card and shareholding certificate;
4. Non local shareholders can register by letter or fax with the above relevant certificates (must be delivered or faxed to the company before 17:00 p.m. on January 28, 2022, fax number 028-87370871), and do not accept telephone registration.
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 1 for the specific operation process of online voting.
6、 Other matters
(I) meeting contacts: Wang Shengbing, Chen Yin
Tel.: 028-87373422
Fax: 028-87370871
mail box: [email protected].
Address: room 1204 Chengdu Wintrue Holding Co.Ltd(002539) of Yunuo international, building 1, No. 97, Qingyang Avenue, Chengdu
Postal Code: 610074
(II) the duration of the on-site meeting is expected to be half a day, and the accommodation and transportation expenses of the participants shall be borne by themselves.
(III) shareholders and shareholders’ agents attending the meeting shall bring the original of relevant certificates to the venue for registration half an hour before the meeting.
(IV) handling method of abnormal conditions of online voting system: during online voting, if the online voting system is affected by major emergencies, the progress of this shareholders’ meeting shall be carried out according to the notice of the same day.
7、 Documents for future reference
(I) resolutions of the 31st meeting of the 5th board of directors;
(II) resolutions of the 14th meeting of the 5th board of supervisors.
