Securities code: 600382 securities abbreviation: * ST Guangzhu Announcement No.: 2022-011 Guangdong Mingzhu Group Co.Ltd(600382)
Announcement of resolutions of the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content: whether there is a veto proposal at this meeting: I. convening and attendance of the meeting
（1） The shareholders’ meeting will be held on January 17, 2022
（2） Venue of the general meeting of shareholders: conference room (III), second floor, technical center building, No. 99, Guanshan Road, Xingning City, Guangdong Province ordinary shareholders attending the meeting and preferred shareholders who have restored their voting rights and their shares:
1. Number of shareholders and proxies attending the meeting 1880
2. The total number of voting shares held by shareholders attending the meeting (shares) is 568355870
3. The number of voting shares held by shareholders attending the meeting accounts for the company’s voting shares
Proportion of total copies (%) 72.0410
（4） Whether the voting method complies with the provisions of the company law and the articles of association, and the chairmanship of the general meeting. The meeting adopts the combination of on-site voting and online voting, and the voting method complies with the provisions of the company law and the articles of association. The meeting was presided over by Mr. Peng Sheng, chairman of the company. （5） Attendance of directors, supervisors and Secretary of the board of directors of the company
1. 9 directors in office and 9 present;
2. There are 3 supervisors in office and 3 present;
3. Mr. Ouyang Jing, Secretary of the board of directors, attended the meeting; All senior managers attended the meeting as nonvoting delegates.
2、 Deliberation of proposals
（1） Non cumulative voting motion
1. Name of proposal: about giving up the preemptive transfer of equity of Guangdong Pearl wine industry Co., Ltd
Proposal on rights and related party transactions
Outcome: not adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes (%) proportion of votes (%)
A shares 83318333 41.8633 115672757 58.1198 33411 0.0169
2. Proposal Name: proposal on Amending the articles of Association
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%) proportion of votes (%) proportion of votes (%)
A shares 529562926 93.1745 32652377 5.7450 6140567 1.0805
（2） Cumulative voting and voting of proposals
3.00. Proposal on election of directors
Name of proposal: the number of votes obtained accounts for the number of votes present at the meeting. Is it elected
Serial number proportion of effective voting rights
（%）
3.01 elect Huang Bingdi as the independent member of the 10th board of directors of the company 442243448 77.8110 yes
Legislative director
3.02 Zhu Haitao was elected as the independent member of the 10th board of directors of the company 441320928 77.6486
Legislative director
3.03 election of Rao Jian to the 10th board of directors of Huawei 441308819 77.6465
Legislative director
3.04 electing Xing Liubin as the 10th board of directors of the company is not only 440756243 77.5493
Legislative director
4.00. Proposal on the election of independent directors
Name of proposal: the number of votes obtained accounts for the number of votes present at the meeting. Is it elected
Serial number proportion of effective voting rights
（%）
4.01 elect Wang Zhiwei as the independent director of the 10th board of directors of the company 441113441 77.6121
director
4.02 elect Li Huashi as the independent director of the 10th board of directors of the company 440476221 77.5000 yes
director
4.03 elect Wu Meilin as the independent director of the 10th board of directors 440417232 77.4896
director
5.00. Proposal on the election of supervisors
The number of votes obtained by the name of the proposal accounts for the number of votes present at the meeting. Is it elected
Serial number proportion of effective voting rights
（%）
5.01 elect Zhang Dongxia as the supervisor of the 10th board of supervisors of the company 441241991 77.6348 yes
5.02 Yuan Wen was elected as the supervisor of the 10th board of supervisors of the company 44149997 77.6801
（3） Voting of less than 5% of shareholders involved in major issues
Name of the proposal: agree against abstention
Number of votes (%) number of votes (%) number of votes (%)
About abandoning the shareholding of guang83318333 41.8633 115672757 58.1198 33411 0.0169 1 dongmingzhu pearl red wine industry Co., Ltd
Preferential transfer of equity of limited company
Proposal on rights and related party transactions
3.01 elect Huang Bingdi as the company’s No. 72912079 36.6347
Non independent directors of the 10th board of directors
matter
3.02 elect Zhu Haitao as the company’s No. 71989559 36.1712
Non independent directors of the 10th board of directors
matter
3.03 election Rao Jian Huawei No. 71977450 36.1651
Non independent directors of the 10th board of directors
matter
3.04 electing Xing Liubin as the company’s No. 71424874 35.8874
Non independent directors of the 10th board of directors
matter
4.01 elect Wang Zhiwei as the company’s No. 71782072 36.0669
Independent directors of the 10th board of directors
4.02 elect Li Huashi as the company’s No. 71144852 35.7467
Independent directors of the 10th board of directors
4.03 elect Wu Meilin as the company’s No. 71085863 35.7171
Independent directors of the 10th board of directors
5.01 elect Zhang Dongxia as the company’s No. 71910622 36.1315
Supervisors of the 10th board of supervisors
5.2 elect Yuan Wen as the 10th 72168538 36.2611 of the company
Supervisors of the first board of supervisors
（4） Explanation on the voting of proposals
1. Proposal 1 deliberated at this general meeting involves related party transactions.
Related shareholders Shenzhen jinxin’an Investment Co., Ltd., Xingning jinshun’an Investment Co., Ltd. and Xingning zhongyifu Investment Co., Ltd. avoided voting. 2. Proposal 2 deliberated at the general meeting of shareholders is a special resolution proposal, which is adopted by more than two-thirds of the total number of effective voting shares held by shareholders or shareholder representatives attending the general meeting of shareholders.
3. The proposals 3.00, 4.00 and 5.00 deliberated at this general meeting are cumulative voting proposals.
3、 Lawyer witness
1. Law firm witnessed by the shareholders’ meeting: Beijing Kangda (Guangzhou) law firm
Lawyers: Xiao Mengying, Liang Shuyi
2. Lawyer’s Witness conclusion:
Witness: Beijing Kangda (Guangzhou) law firm; Person in charge: Wang Xuechen; Lawyers: Xiao Mengying, Liang Shuyi. The legal opinion issued by the witness holds that the convening and convening procedures, the qualifications of the participants and conveners, the voting procedures and voting results of the general meeting of shareholders are in conformity with the provisions of Chinese laws and regulations, normative documents and the articles of association, and are legal and effective; All resolutions adopted at this shareholders’ meeting are legal and valid. 3、 List of documents for future reference 1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors; 2. A legal opinion signed and sealed by the director of the witnessed law firm; 3. Other documents required by the exchange.
Guangdong Mingzhu Group Co.Ltd(600382) January 18, 2022
