Securities code: 002973 securities abbreviation: Qiaoyin City Management Co.Ltd(002973) Announcement No.: 2022-007 bond Code: 128138 bond abbreviation: Overseas Chinese bank convertible bond
Qiaoyin City Management Co.Ltd(002973)
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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener: Board of directors
3. Legality and compliance of the meeting:
(1) The 40th meeting of the second board of directors of the company was held on January 24, 2022, and the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
(2) The convening of this general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting: from 15:00 pm on Wednesday, February 16, 2022.
(2) Online voting time: February 16, 2022, in which the online voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 16, 2022; The specific time of voting through the Internet voting system platform of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 a.m. on February 16, 2022.
5. Convening method of the meeting: the shareholders’ meeting adopts the combination of on-site voting and online voting. The company will use the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders 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. The shareholders of the company can only choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: February 11, 2022
7. Attendees:
(1) As of the afternoon closing of February 11, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders’ meeting, and can entrust an agent to attend and vote in writing. The agent does not need 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: 10th floor, building Offcn Education Technology Co.Ltd(002607) No. 371, Wushan Road, Tianhe District, Guangzhou.
2、 Matters considered at the meeting
1. Proposals considered at the meeting
(1) Proposal on hiring audit institutions in 2021
(2) Proposal on 2022 stock option incentive plan (Draft) > and summary;
(3) Proposal on the management measures for the assessment of stock option incentive plan in 2022;
(4) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan.
2. Special tips and instructions
(1) The above proposal has been deliberated and adopted at the 40th meeting of the second board of directors held on January 24, 2022. For details, please refer to the company’s disclosure in China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) Relevant announcements.
(2) The above-mentioned proposals are major issues affecting the interests of small and medium-sized investors. According to the requirements of the rules of the general meeting of shareholders of listed companies, the company will conduct separate vote counting for small and medium-sized investors, and the results of separate vote counting will be disclosed in a timely manner. The above proposals (2), (3) and (4) are special resolutions, which must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting. And the affiliated shareholders need to avoid voting, and the affiliated shareholders cannot accept the entrusted voting of other shareholders.
The above proposals (2), (3) and (4) are equity incentive matters, and the name of the associated shareholders who should avoid voting: the shareholders who are the intended incentive objects of the incentive plan or the shareholders who have an associated relationship with the intended incentive objects of the incentive plan.
(3) The above proposals (2), (3) and (4) are equity incentives. According to the relevant provisions of the measures for the administration of equity incentives of listed companies, all independent directors unanimously agree that Mr. Li Shiyu, the independent director, will publicly solicit voting rights from all shareholders of the company on the proposals related to equity incentives deliberated at the general meeting of shareholders. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com published by the company on January 26, 2022（ http://www.cn.info.com.cn. ）Announcement of independent directors on public solicitation of voting rights (Announcement No.: 2022-008).
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: represent all the following proposals √
Non cumulative voting proposal
1.00 proposal on hiring an audit institution in 2021 √
2.00 about 2022 stock option incentive plan (Draft) and summary √
Motion
3.00 √ on the administrative measures for the assessment of 2022 stock option incentive plan
bill
4.00 request to the general meeting of shareholders to authorize the board of directors to handle the 2022 stock period √
Proposal on matters related to incentive plan
4、 Meeting registration items
1. Registration method: on-site registration and e-mail registration; Telephone registration is not accepted.
2. Registration time: ① on site registration time: 9:00-11:30 and 14:00-16:00 on February 15, 2022; ② E-mail registration time: send e-mail to the company’s e-mail before 16:00 on February 15, 2022（ [email protected]. ）。
3. Site registration location: 10th floor, building Offcn Education Technology Co.Ltd(002607) No. 371, Wushan Road, Tianhe District, Guangzhou.
4. On site registration method:
(1) Registration of legal person shareholders: legal person shareholders who meet the conditions to attend the meeting and are attended by the legal representative shall register with a copy of the business license (with official seal affixed), the certificate of shareholding of the unit, the identity certificate of the legal representative and their own valid identity certificate; If the legal representative entrusts an agent to attend the meeting, the agent shall register with a written power of attorney (see Annex II for details), a copy of the business license (stamped with the official seal), the agent’s valid ID card, the unit shareholding certificate, the legal representative’s ID certificate and the copy of the legal representative’s valid ID card.
(2) Registration of natural person shareholders: natural person shareholders who meet the conditions for attendance shall register with their own valid identity documents and shareholding certificates; If a natural person entrusts an agent to attend the meeting, the agent shall hold the valid ID card of the agent, the written power of attorney (see Annex II for details), the shareholding certificate and the copy of the valid ID card of the principal for registration.
(3) The shareholders who intend to attend the meeting shall confirm the registration within the specified registration time by direct delivery and e-mail with the above relevant certificates and the completed registration form (see Annex III). A copy of the above registration materials shall be provided, the copy of personal materials shall be signed by individuals, and the copy of registration materials of corporate shareholders shall be stamped with official seal.
(4) Note: shareholders or shareholders’ agents attending the meeting must bring relevant certificates to the site for registration before the meeting.
5. Meeting contact information
Contact: Zheng Xiaoqin
Tel: 020-87157941
Fax: 020-87157961
mail box: [email protected].
6. The meeting is expected to last half a day, and the transportation and accommodation expenses of the participants shall be borne by themselves.
5、 Specific operation process of participating in online voting
In this general meeting of shareholders, the company provides shareholders with an online voting platform. Shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting. See Annex I for the specific operation process of online voting.
6、 Documents for future reference
1. Resolutions of the 40th meeting of the second board of directors;
2. Resolution of the 23rd Meeting of the second board of supervisors.
It is hereby announced.
Qiaoyin City Management Co.Ltd(002973) board of directors
January 26, 2022
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362973;
2. Voting abbreviation: Overseas Chinese bank voting;
3. Fill in the voting opinions or election votes. The proposals of this general meeting of shareholders are non cumulative voting proposals, and the voting opinions shall be filled in: agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal. When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholders vote on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted on shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted on: if the shareholders vote on the general proposal first and then on the specific proposal, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 16, 2022
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. Voting time: any time from 9:15 to 15:00 on February 16, 2022.
2. Shareholders who conduct online voting through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business 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 authorize (Mr. / Ms.) to attend the first extraordinary general meeting of shareholders in 2022 held by qiaoyin City Management Co., Ltd. on February 16, 2022 on behalf of my unit (I), and vote on the following proposals on behalf of my unit (I) in accordance with the following instructions.
Remarks voting
Proposal code proposal name check this column
The column may agree to abstain from voting
100 total proposals: represent all the following proposals √
Non cumulative voting proposal
1.00 proposal on hiring an audit institution in 2021 √
2.00 about 2022 stock option incentive plan (Draft) and summary √
of
