Company code: 688301 company abbreviation: Iray Technology Company Limited(688301) Iray Technology Company Limited(688301)
Materials of the first extraordinary general meeting of shareholders in 2022 February 2022
Iray Technology Company Limited(688301)
List of materials for the first extraordinary general meeting of shareholders in 2022
Notes to the first extraordinary general meeting of shareholders in 2022 3 agenda of the first extraordinary general meeting of shareholders in 2002 620 proposal of the first extraordinary general meeting of shareholders in 22 8 proposal 1: proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects Proposal 2: proposal on the company’s plan to issue convertible corporate bonds to unspecified objects Proposal 3: proposal on the company’s plan to issue convertible corporate bonds to unspecified objects Proposal 4: proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects Proposal 5: proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects Proposal 6: proposal on the report on the use of the previously raised funds 22 proposal 7: proposal on the company issuing convertible corporate bonds to unspecified objects, diluting the immediate return, taking filling measures and commitments of relevant subjects Proposal 8: proposal on the company’s shareholder return plan for the next three years (2022-2024) Proposal 9: proposal on the rules of the meeting of bondholders of convertible companies of the company 25 proposal 10: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects 26 proposal 11: proposal on daily related party transactions expected in 2022 twenty-nine
Iray Technology Company Limited(688301)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders’ meeting of Iray Technology Company Limited(688301) (hereinafter referred to as “the company”) and ensure the smooth progress of the meeting, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These instructions are hereby formulated in accordance with the rules for the general meeting of shareholders of listed companies (revised in 2022) and the Iray Technology Company Limited(688301) articles of Association (hereinafter referred to as the “articles of association”).
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the meeting, the meeting staff will carry out necessary verification of the identity of the attendees and ask the verified ones to cooperate.
2、 In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees must be invited to arrive at the meeting site on time to sign in and confirm their qualifications. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the number of voting rights held.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their representatives enjoy the right to speak, question and vote according to law. Shareholders and their representatives attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their representatives, and shall not disturb the normal order of the general meeting of shareholders.
5、 Shareholders and shareholders’ representatives who request to speak shall ask questions and raise their hands on the spot according to the agenda of the meeting, and may speak only with the permission of the chairman of the meeting. When more than one shareholder and shareholder representatives request to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the host shall designate the speaker. The speeches or questions of shareholders and their representatives shall focus on the topics of the general meeting of shareholders, be concise and concise, and the time shall not exceed 5 minutes.
6、 When shareholders and shareholders’ representatives request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and shareholders’ representatives. When the shareholders’ meeting is voting, shareholders and shareholders’ representatives will no longer speak. If the shareholders and their representatives violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
7、 The moderator may arrange the company’s directors, supervisors, senior managers and candidates for directors and supervisors to answer the questions raised by shareholders. For questions that may disclose the company’s business secrets and / or insider information and damage the common interests of the company and shareholders, the moderator or or relevant personnel designated by him has the right to refuse to answer.
8、 Shareholders and their representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders and their representatives present at the meeting must sign their names on the votes. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters’ waiver of voting rights, and the voting results of their shares shall be counted as “waiver”.
9、 The on-site meeting of the general meeting of shareholders elected one shareholder representative, one supervisor as the vote counter, one shareholder representative and one lawyer as the vote supervisor to be responsible for the statistics and supervision of the voting situation and sign the voting results of the proposal.
10、 The general meeting of shareholders adopts the voting method of combining on-site voting and online voting, and issues the announcement of the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
11、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other personnel to enter the meeting place according to law, except the shareholders and their representatives, the company’s directors, supervisors, senior managers, employed lawyers and personnel invited by the board of directors.
12、 The general meeting of shareholders was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
13、 During the meeting, participants should pay attention to maintaining the order of the venue and should not walk around at will. Their mobile phones should be adjusted to silent state. Participants should leave the venue after the meeting without special reasons. Personal recording, video recording and photographing are not allowed at the venue. The staff of the meeting have the right to stop acts that interfere with the normal order of the meeting or infringe on the legitimate rights and interests of other shareholders.
14、 The expenses incurred by the shareholders and their representatives attending the general meeting of shareholders shall be borne by the shareholders themselves. The company does not issue gifts to shareholders attending the general meeting of shareholders, nor is it responsible for arranging the accommodation of shareholders attending the general meeting of shareholders, and treats all shareholders equally.
15、 For details of the registration method and voting method of this general meeting of shareholders, please refer to the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 14, 2022 Notice of Iray Technology Company Limited(688301) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006).
Sixteen, special reminder: in order to cooperate with the relevant arrangements for the current prevention and control of New Coronavirus epidemic, the company suggests that shareholders and shareholders’ representatives should take the form of online voting to participate in the shareholders’ meeting.
Shareholders and shareholders’ representatives attending the on-site meeting shall take effective protective measures to ensure that their body temperature is normal and there are no symptoms such as respiratory discomfort. They must wear masks and other protective equipment on the day of the meeting. On the day of the meeting, the company will measure and register the body temperature of the participants according to the requirements of epidemic prevention and control. Only those with normal body temperature can attend the meeting. Please cooperate.
Iray Technology Company Limited(688301)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Time, place and voting method of the meeting
（1） On site meeting time: 14:30, February 15, 2022
（2） Venue of on-site meeting: conference room on the first floor of Iray Technology Company Limited(688301) building 45, No. 1000 Jinhai Road, Pudong New Area, Shanghai
（3） Voting method: the voting method adopted at this shareholders’ meeting is a combination of on-site voting and online voting
（4） System, start and end date and voting time of online voting.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 15, 2022 to February 15, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
（5） Convener of the general meeting of shareholders: the board of directors of the company
2、 Agenda of the meeting
（1） Participants sign in, receive meeting materials, and shareholders register their speeches
（2） The host announces the commencement of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held
（3） Read out the notice of the general meeting of shareholders
（4） Elect vote counting and scrutinizing members
（5） Review the proposals of the meeting item by item
1. Proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
2. Proposal on the company’s plan to issue convertible corporate bonds to unspecified objects
3. Proposal on the company’s plan to issue convertible corporate bonds to unspecified objects
4. Proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects
5. Proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
6. Proposal on the report on the use of the previously raised funds
7. Proposal on the company issuing convertible corporate bonds to unspecified objects, diluting the immediate return, taking filling measures and commitments of relevant subjects
8. Proposal on shareholder return planning of the company in the next three years (2022-2024)
9. Proposal on the rules of the meeting of bondholders of convertible companies of the company
10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects
11. Proposal on daily connected transactions in 2022
（6） Speeches and questions of shareholders and shareholders’ representatives attending the meeting
（7） Shareholders present at the meeting voted on various proposals
（8） Adjournment and statistics of voting results
（9） Resume the meeting, read out the voting results of the meeting and the resolutions of the general meeting of shareholders
（10） The witness lawyer read out the legal opinion
（11） Signing meeting documents
（12） End of the meeting
Iray Technology Company Limited(688301)
Proposal of the first extraordinary general meeting of shareholders in 2022
Proposal 1: on the proposal that the company meets the conditions for issuing convertible corporate bonds to unspecified objects, shareholders and shareholder representatives:
According to the current effective company law of the people’s Republic of China, securities law of the people’s Republic of China, measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents, the company has conducted self-examination item by item in combination with the actual situation, The company complies with the current regulations on issuing convertible corporate bonds to unspecified objects by listed companies on the science and innovation board, and has the conditions to issue convertible corporate bonds to unspecified objects.
This proposal has been deliberated and adopted at the 9th meeting of the second board of directors and the 9th meeting of the second board of supervisors. It is hereby submitted to the general meeting of shareholders for deliberation by all shareholders and shareholder representatives.
Iray Technology Company Limited(688301) proposal 2 of the board of directors on February 15, 2022: proposal on the company’s plan to issue convertible corporate bonds to unspecified objects. Shareholders and shareholder representatives:
The scheme for the company to issue convertible corporate bonds to unspecified objects is as follows:
1. Types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-Shares of the company to be converted in the future will be listed on the science and Innovation Board of Shanghai Stock Exchange. 2. Issuance scale
The total amount of convertible corporate bonds to be issued this time shall not exceed RMB 1435.01 million (including RMB 1435.01 million). The specific issuance scale shall be determined by the board of directors (or persons authorized by the board of directors) authorized by the general meeting of shareholders within the above limit.
3. Face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
4. Bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
5. Bond interest rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be determined by the board of directors (or the person authorized by the board of directors) authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to national policies, market conditions and the specific situation of the company.
Before the issuance of convertible corporate bonds, if the bank deposit interest rate is adjusted, the general meeting of shareholders authorizes the board of directors (or the person authorized by the board of directors) to adjust the coupon rate accordingly.
6. Term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, return the principal of the outstanding convertible corporate bonds at maturity and pay the interest of the last year.
(1) Annual interest calculation
The interest in the interest bearing year (hereinafter referred to as “annual interest”) refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds in the interest bearing year (hereinafter referred to as “current year” or “each year”) on the registration date of interest payment creditor’s rights;
i: Refers to the current year’s coupon rate of convertible corporate bonds.
(2) Interest payment method
① This convertible corporate bond adopts the interest payment method of paying interest once a year, and the starting date of interest calculation is the issuance date of this convertible corporate bond
