Notice on convening the second extraordinary general meeting of shareholders in 2022
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.
Important content tips:
Date of shareholders’ meeting: 2:00 p.m. on Wednesday, February 16, 2022 (from 1:30 p.m. to 2:00 p.m. is the time for on-site review and registration)
Equity registration date: Friday, February 11, 2022
This general meeting of shareholders provides online voting
The votes of small and medium-sized investors are counted separately in this shareholders’ meeting
The shares held in the company’s special securities repurchase account do not enjoy voting rights
Utour Group Co.Ltd(002707) (hereinafter referred to as “the company”) decided to convene the second extraordinary general meeting of shareholders in 2022 at the 46th meeting of the Fourth Board of directors. The relevant information of the meeting is hereby announced as follows: I. Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the convening of the general meeting of shareholders complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 2:00 p.m. on Wednesday, February 16, 2022 (from 1:30 p.m. to 2:00 p.m. is the on-site audit registration time)
(2) Online voting time:
The company also provides Shenzhen stock exchange trading system and Internet voting system for shareholders to vote online.
Online voting method and voting time
At 9:15-9:25 a.m. and 9:30-11:30 a.m. on February 16, 2022, the trading system of Shenzhen Stock Exchange voted
1:00-3:00 p.m
From 9:15 a.m. to 3:00 p.m. on February 16, 2022, vote through the Internet voting system
At any time
5. Meeting mode: the combination of on-site voting and online voting
Shareholders can only choose one of on-site voting, Shenzhen Stock Exchange Trading System voting or Internet voting system voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Venue: large conference room on the second floor of Utour Group Co.Ltd(002707) building, No. 8, Chaoyang Park Road, Chaoyang District, Beijing.
7. Equity registration date: February 11, 2022 (Friday)
8. Attendee
(1) All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited have the right to attend the meeting at the closing of the afternoon of the equity registration date of the meeting, and can entrust an agent in writing to attend the meeting and vote. The entrusted agent does not have to be a shareholder of the company (see Annex I for the format of power of attorney).
(2) Directors, supervisors and senior managers of the company.
(3) The witness lawyer employed by the company is a lawyer of Beijing Jindu law firm.
2、 Description of matters to be considered, types of proposals and voting methods at this meeting
Proposal remarks
The ticked column of the code proposal name column can vote
Cumulative voting proposal (using equal voting, fill in the number of election votes cast for candidates)
1.00 (6) persons to be elected in the proposal on the election of non independent directors of the 5th board of directors of the company
1.01 Feng bin √
1.02 Guo Hongbin √
1.03 Zhang Lei √
1.04 one full √
1.05 Guo radium √
1.06 Zhao Lei √
2.00 (3) persons to be elected in the proposal on the election of independent directors of the 5th board of directors of the company
2.01 Zhang Zhishun √
2.02 Huang Zhenzhong √
2.03 yellow Navy √
3.00 proposal on election of non employee representative supervisors of the 5th board of supervisors of the company (2) persons to be elected
3.01 Sujie √
3.02 Du Qingwei √
Description of voting method:
1. The proposals of the general meeting of shareholders are cumulative voting proposals and equal voting methods shall be adopted. 6 non independent directors, 3 independent directors and 2 non employee representative supervisors shall be elected.
The number of voting votes owned by shareholders of each proposal is the number of voting shares held by them multiplied by the number of candidates (for example, shareholders have 100 valid votes, the number of candidates for proposal 1.00 is 6, and the number of voting votes of shareholders for proposal 1.00 is 600). Shareholders can arbitrarily distribute the number of voting votes among candidates within the limit of the number of candidates (they can cast zero votes), However, the total number shall not exceed the number of electoral votes it has.
2. Proposal 2.00 the qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange and no objection shall be raised before the general meeting of shareholders.
3. The proposal of the general meeting of shareholders will count the votes of small and medium-sized investors separately, and disclose the vote counting results in the resolution of the general meeting of shareholders (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers who hold shares of listed companies, and shareholders who individually or jointly hold more than 5% of the shares of listed companies). 4. The shares held in the company’s special securities repurchase account do not enjoy voting rights;
5. The above proposals have been deliberated and adopted at the 46th meeting of the 4th board of directors and the 34th meeting of the 4th board of supervisors of the company. For details, see http://www.cn.info.com.cn Relevant announcements.
3、 Registration of this meeting
1. In order to ensure the timely convening of the general meeting of shareholders, shareholders attending the on-site meeting of the general meeting of shareholders shall register the meeting in advance by direct delivery, e-mail or letter:
(1) Registration time of direct delivery: before 5:00 p.m. on Tuesday, February 15, 2022
Registered address for direct delivery: Securities Affairs Department of Utour Group Co.Ltd(002707) building, No. 8, Chaoyang Park Road, Chaoyang District, Beijing (postcode: 100125)
(2) Those registered by e-mail or letter shall be delivered to the company before 5 p.m. on Tuesday, February 15, 2022.
mail box: [email protected].
Letter: if registered by letter, please send the letter to the registered address for direct delivery, and please indicate the words “the second extraordinary general meeting of shareholders in 2022”.
2. Information provided for meeting registration:
(1) Registration of natural person shareholders: natural person shareholders who meet the conditions for attendance must go through the registration formalities with 1) their own valid ID card and 2) shareholder account card; If a natural person shareholder entrusts another person to attend, the agent must also register with 3) the agent’s valid ID card and 4) the written power of attorney.
(2) Registration of legal person shareholders: legal person shareholders who meet the attendance conditions and legal representatives attending the meeting must register with 1) shareholder account card, 2) copy of business license stamped with shareholder’s official seal and 3) their own valid ID card; If an agent is entrusted to attend the meeting, the agent must also register with 4) the agent’s valid ID card and 5) the written power of attorney.
3. One copy / scanned copy of the above meeting registration materials shall be provided, and the copy / scanned copy of personal materials shall be signed by individuals; The copy / scanned copy of the registration materials of corporate shareholders shall be stamped with the official seal.
4. When attending the meeting, shareholders / agents are requested to show the original of the registration certificate.
4、 Other matters
1. Meeting contact person and contact information:
Contact address: Securities Affairs Department of Utour Group Co.Ltd(002707) building, No. 8, Chaoyang Park Road, Chaoyang District, Beijing (postcode: 100125)
Contact person: Guo Lei
Tel: (010) 6448 9903
mail box: [email protected].
2. Meeting expenses: board, lodging, transportation and other expenses of shareholders participating in the meeting shall be borne by themselves.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, 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 II for the specific operation process of voting and online voting. 6、 Documents for future reference
1. Utour Group Co.Ltd(002707) resolution of the 46th meeting of the Fourth Board of directors;
2. Utour Group Co.Ltd(002707) resolution of the 34th meeting of the Fourth Board of supervisors.
It is hereby announced.
Annex I: Utour Group Co.Ltd(002707) power of attorney for the second extraordinary general meeting of shareholders in 2022;
Annex II: specific operation process of participating in online voting.
Utour Group Co.Ltd(002707) board of directors January 22, 2022
Annex I:
Utour Group Co.Ltd(002707)
Power of attorney for the second extraordinary general meeting of shareholders in 2022
Utour Group Co.Ltd(002707) ：
I hereby entrust Mr. / Ms. (Certificate No.:) to attend the second extraordinary general meeting of shareholders in 2022 (the “general meeting”) of Utour Group Co.Ltd(002707) (“the company”) held on Wednesday, February 16, 2022 on behalf of my unit (myself).
The validity period of this power of attorney is from the signing date of the power of attorney to the end of this meeting.
1、 Delegated authority
The trustee’s authority to make voting choices at the meeting site is:
Independent voting of trustee
The trustor instructs voting (if this option is selected, the trustor shall give clear instructions for the voting decision of each proposal)
Proposal remarks
Code proposal name the number of votes that can be elected in the checked column
By vote
Cumulative voting proposal (using equal voting, fill in the number of election votes cast for candidates)
1.00 on election of non independent directors of the 5th board of directors of the company
