Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Announcement No.: 2022-028 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Announcement on the addition of interim proposal and supplementary notice of 2021 annual general meeting of shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as "the company") disclosed the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022-020, hereinafter referred to as "the notice of the original general meeting of shareholders") on cninfo, the gem information disclosure website designated by China Securities Regulatory Commission (hereinafter referred to as "CSRC") on February 8, 2022, The 2021 annual general meeting of shareholders of the company is scheduled to be held on March 2, 2022 by combining on-site and online voting.
On February 8, 2022, the company received the letter on proposing to increase the interim proposal of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 2021 annual general meeting submitted by the controlling shareholder Mr. Pei Zhenhua (holding 151412187 shares of the company, accounting for 25.98% of the current total share capital of the company). In order to improve the decision-making efficiency of the company, Mr. Pei Zhenhua proposed that the proposal on the company's meeting the conditions for issuing shares to specific objects on the gem, the proposal on the company's plan for issuing shares to specific objects, and the proposal on the company's plan for issuing shares to specific objects, which have been deliberated and adopted at the 22nd Meeting of the Fifth Board of directors of the company Proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects, proposal on the feasibility analysis report of the company's use of the funds raised by issuing shares to specific objects, proposal on the description of the company's punishment or regulatory measures taken by the securities regulatory department and the exchange in the last five years The proposal on the special report on the use of the company's previously raised funds, the proposal on diluting the immediate return of the company's issuance of shares to specific objects and taking filling measures and commitments of relevant subjects, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects The proposal on the company's 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the company's measures for the assessment and management of the implementation of the 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were submitted to the 2021 annual general meeting of shareholders of the company for deliberation in the form of interim proposals. Above discussion
The specific contents of the case are detailed in the relevant announcement disclosed by the company on the gem information disclosure website designated by the CSRC on February 9, 2022.
According to the relevant provisions of the company law of the people's Republic of China, the articles of association and the rules of procedure of the general meeting of shareholders, shareholders who individually or jointly hold more than 3% of the shares of the company may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and announce the contents of the interim proposal.
Upon review by the board of directors of the company, it is considered that the above proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and the proposal procedures and contents comply with the provisions of relevant laws, regulations and the articles of association. The board of directors of the company agreed to submit the above proposal to the 2021 annual general meeting of shareholders of the company for deliberation. The company will consider the above-mentioned interim proposals at the 2021 annual general meeting of shareholders.
The notice of the 2021 annual general meeting of shareholders of the company after adding the temporary proposal is hereby announced as follows:
1、 Basic information of the meeting
1. Session: 2021 annual general meeting of shareholders
2. Convener: Board of directors
3. Legality and compliance of the meeting: the meeting shall be held by the resolution of the board of directors of the company, and the convening procedure shall comply with the provisions of relevant laws, regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
Date and time of on-site meeting: 14:00 p.m. on Wednesday, March 2, 2022.
Date and time of online voting: March 2, 2022. The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 2, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on March 2, 2022. 5. Meeting method: the shareholders' meeting adopts the combination of on-site voting and online voting. On site voting: including attending in person and authorizing others to attend by filling in the power of attorney (see Annex II); Online voting: the company will provide shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. All shareholders of the company registered on the equity registration date can exercise their voting rights through the above system during the online voting time.
Shareholders can only choose one of on-site voting and online voting. If the same share is voted repeatedly through the on-site and online voting system, the first voting result shall prevail.
6. Equity registration date: Wednesday, February 23, 2022.
7. Attendees:
(1) As of the closing time of the afternoon of February 23, 2022 (Wednesday), the equity registration date is in China
All shareholders of the company registered in Shenzhen Branch of Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not need to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers and other relevant personnel employed by the company.
8. Venue of the on-site meeting: conference room on the third floor of the company, No. 99, Shuangma street, Suzhou Industrial Park, Jiangsu Province.
2、 Matters considered at the meeting
1. Example table of proposal code of this shareholders' meeting:
Remark proposal code
The column checked in this column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting motion
1.00 review the work report of the board of directors in 2021 √
2.00 review the work report of the board of supervisors in 2021 √
3.00 review of 2021 financial final accounts report √
4.00 review of 2021 profit distribution plan √
5.00 review of 2021 annual report and summary √
6.00 deliberation on the proposal on carrying out foreign exchange derivatives trading business √
7.00 review on the company meeting the conditions for issuing shares to specific objects on the gem √
Proposal for
8.00 number of sub proposals on the company's proposal to issue shares to specific objects √ as voting objects deliberated item by item: (10)
8.01 (1) type and par value of issued shares √
8.02 (2) issuing method and time √
8.03 (3) issuing object and subscription method √
8.04 (4) pricing base date, issue price and pricing principle √
8.05 (5) issue quantity √
8.06 (6) restricted period √
8.07 (7) arrangement of accumulated profits before the issuance √
8.08 (8) amount and purpose of raised funds √
8.09 (9) place of listing √
8.10 (10) validity period of the resolution issued to specific objects √
Review of the proposal on the company's stock issuance plan to specific objects √
9.00 case
Review the report on the demonstration and analysis of the company's plan to issue shares to specific objects √
10.00 proposal
11.00 deliberation on the issue of shares issued by the company to specific objects to raise funds √
Proposal on Feasibility Analysis Report
12.00 review of √ on the company's securities regulatory authorities and exchanges in the last five years
Proposal on the description of punishment or regulatory measures
13.00 deliberation on the special report on the use of the company's previously raised funds √
Case
Review on the current diluted spot return of shares issued by the company to specific objects √
14.00 report and proposal on taking filling measures and commitments of relevant subjects
To review the proposal for the general meeting of shareholders to authorize the board of directors to handle the specific √
15.00 proposal on matters related to the issuance of shares by the target
16.00 review the incentive plan for restricted shares of the company in 2022 (draft √)
(proposal) > and its summary
17.00 review on the implementation of the company's restricted stock incentive plan in 2022 √
Proposal on nuclear management measures
18.00 deliberation on the proposal to the general meeting of shareholders to authorize the board of directors to handle equity incentive √
Proposal on Relevant Issues
2. The above proposals have been deliberated and approved at the 21st Meeting of the 5th board of directors, the 17th meeting of the 5th board of supervisors, the 22nd Meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors. For details, please refer to the company's publication on cninfo.com on February 8, 2022 and February 9, 2022（ http://www.cn.info.com.cn. ）Relevant announcements on.
3. Proposals 7 to 18 belong to special resolution proposals, which shall be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholder representatives) attending the general meeting of shareholders.
4. All the incentive objects to be granted by the company's equity incentive plan and the shareholders who are associated with the incentive objects are associated shareholders. During the deliberation of proposals 16 to 18, they need to avoid voting, and do not accept the entrusted voting of other shareholders.
5. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission, the general meeting of shareholders of listed companies has deliberated the restricted stock incentive plan, and the independent directors of listed companies shall solicit voting rights from all shareholders of the company. In order to protect the interests of investors, enable the shareholders of the company to fully exercise their rights and express their wishes, all independent directors of the company unanimously agreed that Gong juming, an independent director, would solicit the voting rights of all shareholders of the company on the matters to be reviewed from proposal 16 to proposal 18 of the general meeting of shareholders, as well as the time and method of soliciting voting rights The procedure and other details are published on cninfo.com on February 9, 2022（ http://www.cn.info.com.cn. ）Report on Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) independent directors' public solicitation of entrusted voting rights. The solicitation of voters only solicits voting rights for proposals 16 to 18 of the general meeting of shareholders, and the solicited person
