Securities code: 002765 securities abbreviation: Landai Technology Group Corp.Ltd(002765) Announcement No.: 2022-007
Landai Technology Group Corp.Ltd(002765) board of directors
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.
Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as “the company”) held the 20th meeting of the 4th board of directors on January 18, 2022 by means of on-site combined with communication voting. The meeting planned to hold the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) on February 9, 2022 to consider the relevant proposals submitted by the board of directors, The relevant matters of this shareholders’ meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: this general meeting of shareholders is an extraordinary general meeting, which is the first extraordinary general meeting of the company in 2022.
2. Convener: the board of directors of the company.
3. Legality and compliance of the meeting: the convening of the general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:58 p.m. on Wednesday, February 9, 2022.
(2) Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is: 09:15-09:25, 09:30-11:30 and 13:00-15:00 on February 9, 2022; The specific time of voting through the Internet voting system is any time from 09:15 to 15:00 on February 9, 2022.
5. Meeting method: 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 the shareholders of the company with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time. Shareholders of the company shall choose one of on-site voting, trading system voting of Shenzhen Stock Exchange and Internet voting system. In case of repeated voting of the same voting right, the first valid voting result shall prevail. 6. Registration date of the meeting: January 27, 2022.
7. Attendees:
(1) As of 15:00 p.m. closing on Thursday, January 27, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote (see Annex II for the power of attorney). The shareholder agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyer employed by the company.
8. Venue of the on-site meeting: room 506, office building, No. 100, Jianshan Road, Biquan street, Bishan District, Chongqing.
2、 Matters to be considered at this general meeting
1. Considering the proposal on adding non independent directors to the Fourth Board of directors of the company, this proposal will be voted by cumulative voting.
1.01 elect Mr. Niu Xuexi as a non independent director of the Fourth Board of directors of the company
1.02 elect Mr. Wang Xin as a non independent director of the Fourth Board of directors of the company
1.03 elect Mr. Liao Wenjun as a non independent director of the Fourth Board of directors of the company
2. Review the proposal on the prediction of the company’s daily connected transactions in 2022
Special note: in the cumulative voting method, the number of voting votes owned by shareholders is the number of voting shares held by them multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of voting votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of voting votes they have.
According to the company law and other laws, regulations, normative documents and relevant provisions of the articles of association, the above proposal is an ordinary resolution of the general meeting of shareholders, which needs to be passed by more than 1 / 2 of the effective voting shares held by the shareholders and their agents attending the general meeting of shareholders. Related shareholders shall avoid voting on relevant proposals in the above proposals
The company will count the votes of small and medium-sized investors (except shareholders who individually or jointly hold more than 5% of the company’s shares and other shareholders other than the company’s directors, supervisors and senior managers) on the proposals considered at the general meeting of shareholders. The results of the separate vote counting will be disclosed in the announcement of the resolution of the general meeting of shareholders.
The above proposals were deliberated and adopted at the 20th meeting of the Fourth Board of directors of the company. The specific contents of the relevant resolution announcement and proposal announcement were published in the company’s designated information disclosure media securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on January 19, 2022（ http://www.cn.info.com.cn. ）Come on.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
Cumulative voting
proposal
1.00 proposal on adding non independent directors to the 4th board of directors of the company 3 persons shall be elected
1.01 elect Mr. Niu Xuexi as a non independent director of the Fourth Board of directors of the company
1.02 elect Mr. Wang Xin as a non independent director of the Fourth Board of directors of the company
1.03 elect Mr. Liao Wenjun as a non independent director of the Fourth Board of directors of the company
Non cumulative voting proposal
2.00 proposal on the prediction of the company’s daily connected transactions in 2022
4、 Meeting registration and other matters
1. Registration time: January 28, 2022 (9:00-12:00 a.m. and 14:00-17:00 p.m.).
2. Registration method:
(1) Registration of natural person shareholders: if a natural person shareholder attends the meeting, he / she shall go through the registration procedures for participation by presenting his / her ID card, shareholder account card and shareholding certificate; If an agent is entrusted to attend, it shall also register on the strength of the power of attorney and the ID card of the attendee.
(2) Registration of legal person shareholders: if the legal representative of a legal person shareholder attends the meeting, he / she shall go through the registration formalities for attending the meeting on the strength of the copy of the business license of the legal person shareholder, the certificate of the legal representative, the shareholder account card and his / her ID card; If an agent is entrusted to attend, it shall also register on the strength of the power of attorney of the legal person and the ID card of the attendee.
(3) Non local shareholders can go through the registration procedures by means of written letter, e-mail or fax with the above relevant certificates (the registration time shall be subject to the time of receiving the fax or letter, and the fax registration shall be confirmed by telephone after sending the fax). The company does not accept the registration by telephone. The above power of attorney for voting must be delivered or faxed to the securities legal department of the company 24 hours in advance.
3. Registration place: Landai Technology Group Corp.Ltd(002765) securities legal department;
Mailing address of the letter: securities legal department, No. 100, Jianshan Road, Biquan street, Bishan District, Chongqing. Please indicate “attending the general meeting of shareholders” on the letter;
Post code: 402760;
Tel: 023-41410188;
Fax: 023-41441126;
e-mail address: [email protected]. 。
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. Shareholders of the company can vote through the trading system of Shenzhen Stock Exchange or the Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Other matters
1. Meeting contact:
Tel: 023-41410188
Fax: 023-41441126
e-mail address: [email protected].
Contact: Bian Weiqin, Zhang Ying
2. The duration of the on-site meeting is half a day, and the attending shareholders and their agents shall bear their own expenses such as accommodation and transportation.
7、 Documents for future reference
1. Resolutions of the 20th meeting of the 4th board of directors of the company;
2. Other documents required by Shenzhen Stock Exchange.
8、 Attachment
Annex I: specific operation process of participating in online voting;
Annex II: power of attorney.
It is hereby announced!
Landai Technology Group Corp.Ltd(002765) board of directors January 18, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362765
2. Voting abbreviation: Lan Dai voting
3. Fill in the number of voting opinions or election votes
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of the company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of votes to be elected, the election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total shall not exceed the number of election votes owned by the shareholder
Cumulative voting method: the number of voting votes owned by shareholders is the total number of voting shares held by shareholders multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of voting votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number of votes shall not exceed the number of voting votes they have.
4. Since there is only one non cumulative voting proposal for the proposal considered at the shareholders’ meeting except the cumulative voting proposal, the shareholders’ meeting does not set up a “general proposal” for the proposal, and the voting on the non cumulative voting proposal shall be subject to the first valid vote.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on February 9, 2022, i.e. 09:15-09:25, 09:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
1. The specific time of voting by the Internet voting system is any time from 09:15 to 15:00 on February 9, 2022.
2. Shareholders who conduct online voting through the Internet voting system shall handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ online services of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Power of attorney
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of shareholders in Landai Technology Group Corp.Ltd(002765) 2022 on behalf of my unit (myself), exercise the voting right on the following proposals considered at the general meeting of shareholders in accordance with the following instructions, and sign the relevant documents to be signed at the general meeting of shareholders on my behalf.
Term of entrustment: from the date of signing this power of attorney to the end of this shareholders’ meeting.
The unit (I) have understood the relevant deliberation items and contents of the company, and the voting opinions are as follows:
remarks
Proposal code proposal name the number of votes checked in this column
Can vote
Cumulative voting
proposal
1.00 on adding 3 non independent candidates to the Fourth Board of directors of the company
Proposal of legislative director
1.01 elect Mr. Niu Xuexi as the fourth director of the company
Non independent directors of the board
one
