Shenzhen Urban Transport Planning Center Co.Ltd(301091)
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.
hot tip
1. There is no veto of the proposal at this shareholders’ meeting.
2. This general meeting of shareholders does not involve changing the resolutions adopted by previous general meetings of shareholders.
1、 Basic information of the meeting
1. Time: 14:45, May 20, 2022 (Friday)
2. Venue: conference room 1, floor B-10, building 9, zone 2, Shenzhen Bay science and technology ecological park, Yuehai street, Nanshan District, Shenzhen, Guangdong
3. Convening method: on site combined with network
4. Convener: Board of directors
5. Moderator: Mr. Zhang Xiaochun, chairman
6. The convening and convening of this meeting comply with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of Shenzhen Urban Transport Planning Center Co.Ltd(301091) articles of association.
2、 Attendance at the meeting
(I) general attendance of shareholders
A total of 19 shareholders and their proxies participated in the on-site meeting and online voting of the general meeting of shareholders. The total number of shares representing the company with voting rights was 108163100 shares, accounting for 676019% of the total 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company. Among them, there are 3 shareholders voting on the spot, representing 84001000 shares of the company with voting rights, accounting for 525006% of the total 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company; A total of 16 shareholders voted online, representing 24162100 shares of the company with voting rights, accounting for 151013% of the total 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company.
(II) overall attendance of minority shareholders
A total of 15 minority shareholders and shareholder agents participated in the on-site meeting and online voting of the general meeting of shareholders. The total number of shares representing the company with voting rights was 163100 shares, accounting for 0.1019% of the total 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company. Among them, there is a total of one shareholder voting on site, representing 1000 shares of the company with voting rights, accounting for 0.0006% of the total 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company; A total of 14 shareholders voted online, representing 162100 shares of the company with voting rights, accounting for 0.1013% of the total 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company.
(III) other persons attending or attending the shareholders’ meeting include all directors, all supervisors, some senior managers, sponsor representatives and witness lawyers of the company.
3、 Deliberation and voting of proposals
The shareholders’ meeting adopted a combination of on-site voting and online voting to vote on the following proposals:
(I) deliberated and adopted the work report of the board of directors in 2021
Voting: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the general meeting of shareholders; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 87200 shares were approved, accounting for 534641% of the valid voting shares held by minority shareholders attending the meeting; Against 75900 shares, accounting for 465359% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. (II) deliberated and adopted the work report of the board of supervisors in 2021
Voting: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the general meeting of shareholders; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 87200 shares were approved, accounting for 534641% of the valid voting shares held by minority shareholders attending the meeting; Against 75900 shares, accounting for 465359% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
(III) reviewed and approved the financial final accounts report of 2021
Voting: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the general meeting of shareholders; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 87200 shares were approved, accounting for 534641% of the valid voting shares held by minority shareholders attending the meeting; Against 75900 shares, accounting for 465359% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. (IV) reviewed and adopted the 2021 annual report and its summary
Voting: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the general meeting of shareholders; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 87200 shares were approved, accounting for 534641% of the valid voting shares held by minority shareholders attending the meeting; Against 75900 shares, accounting for 465359% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. (V) the proposal on using part of the over raised funds to repay bank loans was deliberated and adopted
Voting: 108090300 shares were approved, accounting for 999327% of the total number of valid voting shares attending the general meeting of shareholders; Against 72800 shares, accounting for 0.0673% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 90300 shares were approved, accounting for 553648% of the valid voting shares held by minority shareholders attending the meeting; Against 72800 shares, accounting for 446352% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting.
(VI) the plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
The proposal is a special resolution, which has been deliberated and adopted by more than 2 / 3 of the total number of effective voting shares attending the general meeting of shareholders.
Voting: 108094600 shares were approved, accounting for 999367% of the total number of valid voting shares attending the general meeting of shareholders; Against 68500 shares, accounting for 0.0633% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of minority shareholders: 94600 shares were approved, accounting for 580012% of the valid voting shares held by minority shareholders attending the meeting; Against 68500 shares, accounting for 419988% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. (VII) the proposal on the implementation of related party transactions in 2021 and the prediction of daily related party transactions in 2022 was reviewed and approved
Voting: Jonjee Hi-Tech Industrial And Commercial Holding Co.Ltd(600872) 00 shares were approved, accounting for 998738% of the total number of valid voting shares attending the general meeting of shareholders; Against 75900 shares, accounting for 0.1262% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 87200 shares were approved, accounting for 534641% of the valid voting shares held by minority shareholders attending the meeting; Against 75900 shares, accounting for 465359% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. The related shareholder Shenzhen Smart City Technology Development Group Co., Ltd. (holding 48 million shares) avoided voting on this proposal. Affiliated shareholders hold a total of 48000000 shares of the company, which are not included in the total number of effective voting shares held by all shareholders attending the meeting.
(VIII) the proposal on hiring audit institutions in 2022 was deliberated and adopted
Voting: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the general meeting of shareholders; Against 72800 shares, accounting for 0.0673% of the total number of valid voting shares attending the general meeting of shareholders; 3100 shares were abstained, accounting for 0.0029% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 87200 shares were approved, accounting for 534641% of the valid voting shares held by minority shareholders attending the meeting; Against 72800 shares, accounting for 446352% of the valid voting shares held by minority shareholders attending the meeting; 3100 shares were abstained, accounting for 1.9007% of the valid voting shares held by minority shareholders attending the meeting.
(IX) reviewed and approved the financial budget report for 2022
Voting: 108087200 shares were approved, accounting for 999298% of the total number of valid voting shares attending the general meeting of shareholders; Against 75900 shares, accounting for 0.0702% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 87200 shares were approved, accounting for 534641% of the valid voting shares held by minority shareholders attending the meeting; Against 75900 shares, accounting for the valid voting shares held by minority shareholders attending the meeting
(x) the proposal on using idle self owned funds for cash management was deliberated and adopted
Voting: 108060900 shares were approved, accounting for 999055% of the total number of valid voting shares attending the general meeting of shareholders; Against 102200 shares, accounting for 0.0945% of the total number of valid voting shares attending the general meeting of shareholders; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the general meeting of shareholders. Voting of minority shareholders: 60900 shares were approved, accounting for 373391% of the valid voting shares held by minority shareholders attending the meeting; Against 102200 shares, accounting for 626609% of the valid voting shares held by minority shareholders attending the meeting; Abstained 0 shares, accounting for 0.0000% of the valid voting shares held by minority shareholders attending the meeting. 4、 Legal opinions issued by lawyers
(I) name of law firm: Beijing Guofeng law firm
(II) name of witness lawyer: yuan yueyun, Wu renhuan
(III) concluding comments: our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, the rules for the general meeting of shareholders of listed companies and the articles of association, and the qualifications of the convener and attendees of the meeting, as well as the voting procedures and voting results of the meeting are legal and effective.
5、 Documents for future reference
1. Resolutions of Shenzhen Urban Transport Planning Center Co.Ltd(301091) 2021 annual general meeting of shareholders;
2. Legal opinion of Beijing Guofeng law firm on Shenzhen Urban Transport Planning Center Co.Ltd(301091) 2021 annual general meeting of shareholders;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Urban Transport Planning Center Co.Ltd(301091) board of directors
May 21, 2022
