Securities code: 002666 securities abbreviation: Guangdong Delian Group Co.Ltd(002666) Announcement No.: 2022-009 Guangdong Delian Group Co.Ltd(002666)
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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 8th meeting of the 5th board of directors of Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as “the company”) deliberated and adopted the proposal on proposing to convene the second extraordinary general meeting of shareholders in 2022, and agreed that the company would convene the second extraordinary general meeting of shareholders in 2022 on February 16, 2022. This general meeting of shareholders would vote by on-site combined with online voting. Now the relevant matters of the meeting are announced as follows:
1、 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. The proposal on proposing to convene the second extraordinary general meeting of shareholders in 2022 was deliberated and approved at the eighth meeting of the Fifth Board of directors of the company, and the company was approved to convene the second extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: comply with the provisions of the company law and other 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: 15:00 on Wednesday, February 16, 2022;
(2) Online voting time: February 16, 2022; Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on February 16, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 16, 2022.
5. Convening method of the meeting:
This general meeting of shareholders adopts the combination of on-site voting and online voting.
The company will provide online voting platform to the shareholders of the company through the trading system and Internet voting system of Shenzhen Stock Exchange. The shareholders of the company can exercise their voting rights through the trading system or Internet voting system of Shenzhen stock exchange during online voting time.
6. Equity registration date: Wednesday, February 9, 2022
7. Attendees:
(1) As of the afternoon of February 9, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation have the right to attend and vote at the general meeting of shareholders. A shareholder who is unable to attend the on-site meeting in person for some reason may entrust a proxy to attend and vote on his behalf (the proxy need not be a shareholder of the company);
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers and other personnel employed by the company.
8. Venue of the on-site meeting: conference room on the fifth floor of the company, No. 386, Hongling Second Road, Songgang, Shishan town, Nanhai District, Foshan City.
2、 Matters considered at the meeting
1.00 proposal on the company’s compliance with the conditions for non-public development of a shares;
2.00 proposal on the company’s non-public development of A-share scheme in 2022; (review item by item) 2.01 types and par value of shares issued this time
2.02 issuing method and time
2.03 issuing object and subscription method
2.04 pricing base date, issue price and pricing principle
2.05 number of issues
2.06 restricted period
2.07 place of listing
2.08 arrangement of accumulated undistributed profits before this offering
2.09 purpose of raised funds
2.10 validity of resolution
3.00 proposal on the company’s 2022 plan for non-public development of a shares;
4.00 proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company;
5.00 risk tips and filling measures for diluting the immediate return of non-public issuance of A-Shares by the company
And commitments of relevant subjects;
6.00 proposal on “no need to prepare the report on the use of the company’s previously raised funds”;
7.00 on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle the non-public offering of a shares
Proposal on matters related to the vote;
8.00 proposal on the company’s dividend return plan for shareholders in the next three years (2022-2024); 9.00 proposal on the prediction of the company’s daily connected transactions in 2022;
The above 1-8 proposals are special resolutions, which shall be submitted to the shareholders (including shareholders’ agents) attending the general meeting of shareholders
More than 2 / 3 of the voting rights are passed, and the second proposal must be voted on one by one.
During the deliberation of proposal 9, the related shareholders Xu Xianda, Xu tuanhua and Xu Qingfang will avoid voting, and the above three are off
Joint venture shareholders shall not accept the voting entrusted by other shareholders. See the company’s publication on January 25, 2022 for details
Securities times, China Securities News, cninfo (www.cn. Info. Com. CN.) Announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022-008).
The above-mentioned deliberations have been at the 8th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors of the company
It was deliberated and approved. For details, please refer to the securities times and China Securities Journal published on January 25, 2022
Cninfo (www.cn. Info. Com. CN.) Relevant announcements.
The above proposals are major issues affecting the interests of small and medium-sized investors. The company will count the votes of small and medium-sized investors separately, and the results of the separate vote counting will be disclosed in a timely manner. (small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.)
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
proposal
1.00 proposal on the company’s compliance with the conditions for non-public development of A-Shares √
2.00 discussion on the company’s non-public offering of A-Shares in 2022 √
Case
2.01 type and par value of shares issued this time √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 pricing base date, issue price and pricing principle √
2.05 issue quantity √
2.06 restricted period √
2.07 place of listing √
2.08 arrangement of accumulated undistributed profits before this issuance √
2.09 purpose of raised funds √
2.10 validity period of resolution √
3.00 proposal on the company’s 2022 plan for non-public development of A-Shares > √
4.00 proposal on √ feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company
5.00 proposal on √ risk prompt, filling measures and commitments of relevant subjects of the company’s non-public Development Bank A-share diluted immediate return
6.00 proposal on √
7.00 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the non-public development of a shares
8.00 proposal on the company’s dividend √ return plan for shareholders in the next three years (2022-2024)
9.00 proposal on the prediction of the company’s daily connected transactions in 2022 √
4、 Meeting registration items
1. Registration method:
(1) The legal person shareholder shall go through the registration procedures for the qualification to attend the meeting with the securities account card, the power of attorney of the legal representative, the copy of the business license and the ID card of the attendee;
(2) Natural person shareholders shall go through the registration procedures with their own ID card and securities account card; The entrusted agent shall go through the registration formalities with his ID card, power of attorney and the securities account card of the principal;
(3) Shareholders can register on site or by fax or letter. The fax or letter shall be subject to the time of arrival in Foshan.
2. Registration time: February 10 to February 11, February 13 and February 14, 2022 (9:00-11:30 am; 14:00-16:30 PM)
3. Registration place: Securities Affairs Department of the company, No. 386, Hongling Second Road, Songgang, Shishan town, Nanhai District, Foshan City 4. Contact information of the company:
Address: No. 386, Hongling 2nd Road, Songgang, Shishan town, Nanhai District, Foshan City zip code: 528234
Tel: 0757-63220244 Fax: 0757-63220234
Contact: Tao Zhang, Luo Zhiyong
5. The meeting is expected to last half a day, and the shareholders shall bear their own expenses such as accommodation and transportation.
5、 Specific operation process of participating in online voting
This meeting provides shareholders with a voting platform in the form of network. Shareholders of the company can use the trading system of Shenzhen Stock Exchange or the Internet system（ http://wltp Cninfo com (CN) to vote online. See Annex I for the specific operation process of online voting.
6、 Documents for future reference
1. Resolutions of the 8th meeting of the 5th board of directors of the company;
2. Resolutions of the 8th meeting of the 5th board of supervisors of the company.
It is hereby announced!
Guangdong Delian Group Co.Ltd(002666) Annex 1 of the board of directors on January 25, 2002:
Specific operation process of participating in online voting
1、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting code and voting abbreviation of ordinary shares: the voting code is 362666, and the voting abbreviation is Delian voting.
2. Opinion voting
For non cumulative voting proposals, fill in the voting opinions, agree, disagree and abstain;
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal. In case of repeated voting by shareholders on the same proposal, the first valid vote shall prevail. If the shareholder votes on the sub proposal first and then on the general proposal, the voting opinion of the sub proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the sub proposal is voted, the voting opinion of the general proposal shall prevail
