Information of the first extraordinary general meeting of shareholders in 2022
February, 2002
catalogue
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2002 5 proposal 1: proposal on the company’s 2022 restricted stock incentive plan (Draft) and its abstract 7 proposal 2: proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan ten
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 general meeting of shareholders and ensure the smooth progress of the general meeting, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the articles of association of Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) , the rules of procedure of Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) general meeting of shareholders and other relevant provisions, Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) (hereinafter referred to as “the company”) hereby formulates the instructions for the first extraordinary general meeting of shareholders in 2022:
1. In line with the current arrangements for the prevention and control of the epidemic of pneumonia in New Coronavirus, the company suggests that shareholders and shareholder agents participate in the shareholders’ meeting by voting online. Shareholders and shareholders’ agents who need to attend the on-site meeting shall take effective protective measures and cooperate with the venue to accept body temperature detection and other related epidemic prevention work. Special reminder: due to the need of epidemic prevention work in the venue, in order to smoothly enter and leave the venue, shareholders and shareholders’ agents who need to attend the meeting should register in advance and take effective protective measures.
2、 In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders and shareholders’ agents attending the meeting must go through the registration formalities at the meeting site 30 minutes before the meeting, and please show the securities account card, identity documents or copies of enterprise business license (with official seal), power of attorney, etc, Attend the meeting after verification. After the meeting starts, the registration of the meeting shall be terminated.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their proxies attend the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law. Shareholders and their agents 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 agents, and shall not disturb the normal order of the general meeting of shareholders. 5、 Shareholders and their agents who request to speak at the on-site meeting of the general meeting of shareholders shall register with the meeting affairs group of the general meeting one day before the general meeting of shareholders. The moderator of the conference shall arrange the speeches according to the list and order provided by the conference affairs group.
Shareholders and shareholders’ agents who ask questions on site shall raise their hands according to the agenda of the meeting, and can ask questions only with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent ask questions at the same time, those who raise their hands first ask questions first; When the order cannot be determined, the host shall designate the questioner.
During the meeting, only shareholders and their agents are allowed to speak or ask questions. Speeches or questions should be focused on the topics of this meeting, concise and concise, and the time should not exceed 5 minutes. When speaking or asking questions, it is necessary to state the name of shareholders and the total number of shares held. Each shareholder and shareholder’s agent shall speak or ask questions no more than 2 times. 6、 When shareholders and their agents request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their agents. When voting at the general meeting of shareholders, shareholders and their agents will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
7、 The moderator may arrange directors, supervisors and senior managers of the company to answer questions raised by shareholders. The moderator or relevant personnel designated by him or her have the right to refuse to answer questions that may disclose the company’s trade secrets and / or insider information and damage the common interests of the company and shareholders.
8、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders attending 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 two shareholder representatives as vote counters, one supervisor representative and one lawyer as vote supervisors to be responsible for the statistics and supervision of voting, and relevant personnel signed the voting results of the proposal.
The voting results of online voting will be published in the announcement of the resolution of the general meeting of shareholders.
11、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the meeting place in accordance with the law, except the shareholders and their agents, the company’s directors, supervisors, senior executives, employed lawyers and those invited by the board of directors.
12、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company on site or video and issued a legal opinion.
13、 During the meeting, participants should pay attention to maintaining the order of the venue, do not walk around at will, and adjust the mobile phone to the silent state. Personal recording, video recording and photography are not allowed during the meeting. Participants should leave the venue after the meeting without special reasons. The staff of the meeting have the right to stop the acts of interfering with the normal procedures of the meeting, making trouble or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.
14、 The company will not give gifts to shareholders participating in the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders participating in the general meeting of shareholders, so as to treat all shareholders equally.
15、 For details of the registration method and voting method of this general meeting of shareholders, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007) disclosed by the company on the website of Shanghai Stock Exchange on January 25, 2022.
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
1. On site meeting time: 14:30, February 15, 2022 (Tuesday)
2. Venue: No. 4, Zone C, No. 6999, Chuansha Road, Pudong New Area, Shanghai
3. Convener: Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) board of directors
4. Moderator: Chairman Li Yin
5. 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.
2、 Agenda of the meeting
(I) participants sign in, receive meeting materials, and shareholders register their speeches
(II) the host, Mr. Li Yin, announced the attendance of the on-site meeting
(III) the moderator read out the instructions for the general meeting of shareholders
(IV) consider the following proposals one by one:
1. Deliberating the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Deliberating the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
3. Deliberating the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan (V) for deliberating the proposal at the general meeting of shareholders, shareholders’ speeches and questions (VI) recommending vote counting and scrutinizing personnel (VII) deliberating and voting on various proposals (VIII) adjourning the meeting, counting votes and voting results (IX) resuming the meeting, The vote counter announces the voting results (x) the chairman of the meeting, Mr. Li Yin, reads out the resolution of the meeting (XI) the lawyer reads out the legal opinion (XII) the document is signed (XIII) the chairman of the meeting, Mr. Li Yin, announces the end of the meeting
Proposal 1:
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
Dear shareholders
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentives and constraints, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan to the incentive objects.
The incentive plan intends to grant no more than 364000 restricted shares to the incentive objects, accounting for 0.50% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 2912000 shares were granted for the first time, accounting for about 0.40% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80% of the total equity granted this time; 72800 shares are reserved, accounting for about 0.10% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20% of the total equity granted this time. The Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) 2022 restricted stock incentive plan (Draft) formulated by the company was published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 25, 2022 disclosure.
Please review the above proposals.
Proposal II of the board of directors on February 15, 2022:
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Proposal on the implementation of the company’s incentive management plan in 2022
Dear shareholders
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022 and ensure the realization of the company’s development strategy and business objectives, according to relevant laws and regulations, the provisions of Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) restricted stock incentive plan in 2022 (Draft) and the actual situation of the company, the measures for the administration of the implementation and assessment of Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) restricted stock incentive plan in 2022 are hereby formulated.
The administrative measures for the implementation and assessment of the restricted stock incentive plan in 2022 was published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 25, 2022 disclosure.
Please review the above proposals.
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) proposal III of the board of directors on February 15, 2022:
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan
Dear shareholders
In order to implement the company’s 2022 restricted stock incentive plan (hereinafter referred to as “the incentive plan”), the board of directors of the company submits to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan, including but not limited to:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting / vesting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the actual number of restricted shares granted according to the situation at the time of grant within the upper limit of the number of Restricted Shares specified in the incentive plan before granting restricted shares to the incentive object;
(5) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all relevant matters, including signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(8) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
(9) Authorize the board of directors to handle restrictions in accordance with the provisions of the company’s restricted stock incentive plan in 2022
