Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-010
Bond Code: 128022 bond abbreviation: Zhongxin convertible bond
Announcement on resolutions of the 46th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
According to the relevant provisions of the company law and the articles of Association (hereinafter referred to as the articles of association), the 46th meeting of the Fourth Board of directors of the company was held on January 21, 2022 in the conference room on the second floor of Utour Group Co.Ltd(002707) building, No. 8, Chaoyang Park Road (West Gate 2, Chaoyang Park), Chaoyang District, Beijing. The meeting was convened by Mr. Feng bin, chairman of the board, and all directors, supervisors and senior managers were notified by e-mail on January 18, 2022. The meeting was held by means of communication voting, 9 directors should be present and 9 actually present. The meeting was presided over by Mr. Feng bin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and voting of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the election of non independent directors of the 5th board of directors of the company was deliberated and adopted;
The original term of office of the Fourth Board of directors of the company expires on May 22, 2021. Since the nomination of candidates for non independent directors of the new board of directors has not been completed, the general election of the board of directors of the company has been postponed so far. According to the relevant provisions of the company law and the articles of association, the board of directors of the company agrees to nominate Mr. Feng bin, Mr. Guo Hongbin, Mr. Zhang Lei, Ms. Zhang Yiman, Mr. Guo Lei and Mr. Zhao Lei as candidates for non independent directors of the Fifth Board of directors of the company.
Voting results:
(1) Feng bin
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(2) Guo Hongbin
Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-010
Bond Code: 128022 bond abbreviation: Zhongxin convertible bond
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(3) Lei Zhang
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(4) Zhang Yiman
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(5) Guo Lei
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(6) Zhao Lei
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. The general meeting of shareholders shall adopt the cumulative voting system to vote on candidates for non independent directors.
2. The proposal on the election of independent directors of the 5th board of directors of the company was deliberated and adopted;
The original term of office of the Fourth Board of directors of the company expires on May 22, 2021. Since the nomination of independent director candidates for the new board of directors has not been completed, the general election of the board of directors of the company has been postponed so far. In accordance with the relevant provisions of the company law and the articles of association, the board of directors of the company agrees to nominate Mr. Zhang Zhishun, Mr. Huang Zhenzhong and Mr. Huang Haijun as candidates for independent directors of the Fifth Board of directors of the company.
Voting results:
(1) Zhang Zhishun
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(2) Huang Zhenzhong
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
(3) Huang Haijun
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
The above candidates, Mr. Zhang Zhishun and Mr. Huang Zhenzhong, have obtained the qualification certificate of independent directors in accordance with the guidelines for the training of senior managers of listed companies issued by the CSRC; Mr. Huang Haijun has not obtained the qualification certificate of independent director. He has promised to actively sign up for the latest independent director training organized by Shenzhen Stock Exchange and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange. The above independent director candidates will be submitted to the general meeting of shareholders for deliberation after being reviewed by the exchange and having no objection.
Stock Code: 002707 stock abbreviation: Utour Group Co.Ltd(002707) Announcement No.: 2022-010
Bond Code: 128022 bond abbreviation: Zhongxin convertible bond
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and the general meeting of shareholders shall adopt the cumulative voting system to vote on independent director candidates.
According to the articles of association, the cumulative voting system shall be implemented when more than two directors or supervisors are elected by the general meeting of shareholders. The above six candidates for non independent directors and three candidates for independent directors will form the Fifth Board of directors of the company after being elected by the cumulative voting system at the general meeting of shareholders. The term of office of the Fifth Board of directors of the company is three years, calculated from the next day after the date of deliberation and approval by the general meeting of shareholders.
Among the above nine candidates for directors, the total number of directors concurrently serving as senior managers of the company and employees’ representatives shall not exceed 1 / 2 of the total number of directors of the company.
The independent directors of the company expressed their consent to the proposal on the general election of the board of directors.
The contents of proposal 1 and proposal 2 are detailed in the announcement on the general election of the board of directors, which is published in the securities times and cninfo (www.cn. Info. Com. CN) on the same day as this announcement.
3. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted;
It is resolved that the company will hold the second extraordinary general meeting of shareholders in 2022 at 2:00 p.m. on Wednesday, February 16, 2022 at Utour Group Co.Ltd(002707) building, No. 8, Chaoyang Park Road, Chaoyang District, Beijing. Voting results:
There were 9 affirmative votes, 0 negative votes and 0 abstention, and the affirmative votes accounted for 100% of the valid votes.
The contents of this proposal are detailed in the securities times and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Notice on convening the second extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference
1. Resolutions of the 46th meeting of the 4th board of directors of the company;
2. Independent opinions of independent directors on matters related to the resolutions of the 46th meeting of the Fourth Board of directors of the company.
It is hereby announced.
Utour Group Co.Ltd(002707) board of directors January 22, 2022
