Securities code: 688538 securities abbreviation: Everdisplay Optronics (Shanghai) Co.Ltd(688538) Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
Materials of the first extraordinary general meeting of shareholders in 2022 February 2022
catalogue
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2012 42022 proposal of the first extraordinary general meeting of shareholders six
Proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary 6. Proposal on the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 seven
Proposal on the company’s measures for the administration of restricted stock incentive plan in 2021 8. Request to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021
Appropriate motion nine
Proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers eleven
Proposal on by election of non employee representative supervisors of the first board of supervisors of the company twelve
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 of shareholders, 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 for the general meeting of shareholders of listed companies (revised in 2022), the articles of association of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd., the rules of procedure for the general meeting of shareholders of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. and other relevant provisions, the instructions for the first extraordinary general meeting of shareholders in 2022 are hereby formulated:
1、 A secretariat shall be established at the meeting to be specifically responsible for the procedural matters of the general assembly.
2、 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.
Shareholders and shareholders’ agents attending the meeting must go through the sign in procedures at the meeting site 30 minutes before the meeting, and please show the stock account card, ID document or copy of business license, power of attorney, etc. as required. They can attend the meeting only after verification.
3、 In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders (or shareholders’ agents) attending the meeting, shareholders attending the meeting or their agents or other attendees are required to arrive at the meeting on time and sign in for confirmation. After the commencement of the meeting, the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them. After that, the shareholders entering the meeting have no right to participate in the on-site voting.
4、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
5、 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.
6、 Shareholders and their proxies who request to speak shall register with the Secretariat of the general meeting 15 minutes before the meeting, and the speaking order shall be determined according to the registration order. The speeches or questions of shareholders and their agents shall focus on the proposals of the meeting, be concise and concise, and the time shall not exceed 5 minutes.
7、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies 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.
8、 The moderator may arrange directors, supervisors and senior managers of the company to answer questions raised by shareholders. The moderator or the relevant person designated by the moderator has the right to refuse to answer questions that may disclose the company’s trade secrets or insider information and damage the common interests of the company and shareholders.
9、 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. 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”.
10、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and the announcement of the resolution of the general meeting of shareholders is issued in combination with the voting results of on-site voting and online voting.
11、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
12、 During the meeting, the shareholders shall not take photos and videos, and the participants shall not be allowed to participate in the meeting. Pay attention to the silence of their mobile phones. During the meeting, the participants shall not be allowed to participate in the meeting. 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.
13、 The expenses incurred by shareholders 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 on the principle of equality.
14、 Please refer to the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 28, 2022 for details of the registration method and voting method of the general meeting of shareholders Notice of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-002).
15、 Special reminder: during the epidemic prevention and control period, all shareholders are encouraged to participate in the meeting through online voting. If you really need to attend the meeting on site, please comply with Shanghai epidemic prevention requirements and cooperate with the company’s visitor registration management. Only those whose body temperature is normal on the day of the meeting and the green code is displayed along with the application code and travel code can participate in the meeting; All personnel from medium and high risk areas are not allowed to attend the meeting on site; During the meeting, please wear a mask and keep a necessary distance according to the meeting arrangement. If the local government departments and other authorities issue new epidemic prevention regulations on the day of the meeting, the company has the right to require the participants to cooperate in the implementation. Shareholders who do not meet the requirements of the epidemic prevention and control policy will not be able to enter the meeting, but they can still vote through online voting.
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 16, 2022
2. Venue of on-site meeting: conference room of the company, No. 1333, Jiugong Road, Jinshan Industrial Zone, Shanghai
3. 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 16, 2022 to February 16, 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.
4. Convener: Board of directors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
5. Moderator: Mr. Fu Wenbiao, chairman of the company
2、 Agenda of the meeting
(I) participants sign in, receive meeting materials, and shareholders register their speeches
(II) the host announces the commencement of the meeting, reports the number of shareholders attending the on-site meeting and the number of voting rights held, and introduces the participants and non voting participants of the on-site meeting
(III) read out the instructions for the general meeting of shareholders
(IV) election of vote counting and scrutinizing members
(V) review the proposals of the meeting item by item
1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021
3. Proposal on the company’s measures for the administration of restricted stock incentive plan in 2021
4. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021
5. Proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers
6. Proposal on by election of non employee representative supervisors of the first board of supervisors of the company
6.01 elect Yang Ming as the supervisor of the first board of supervisors of the company
6.02 elect Zhang Xia as the supervisor of the first board of supervisors of the company
(VI) speeches and questions of shareholders and their agents
(VII) shareholders attending the meeting and their proxies vote on various proposals
(VIII) adjourn the meeting and count the voting results
(IX) resume the meeting and read out the voting results of the meeting and the resolutions of the general meeting of shareholders
(x) the lawyer reads out the legal opinion
（11） Signing meeting documents
（12） The meeting was declared closed
Proposal of the first extraordinary general meeting of shareholders in 2022
Proposal 1: proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary. Shareholders and shareholder agents:
In order to further 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, according to the principle of matching income and contribution, 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 measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), and the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, With reference to relevant laws, regulations and normative documents such as the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178), and in accordance with the provisions of the articles of association of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd, The company has formulated the restricted stock incentive plan for 2021 (Draft) and its abstract, and plans to implement restricted stock incentive to incentive objects. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 29, 2021 Disclosed the 2021 restricted stock incentive plan (Draft) of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. and the summary announcement of 2021 restricted stock incentive plan (Draft) of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. (Announcement No.: 2021-013).
This proposal has been deliberated and adopted at the 11th meeting of the first board of directors and the 8th meeting of the first board of supervisors held on December 28, 2021. The company’s 2021 restricted stock incentive plan (Draft) has been approved by Shanghai state owned assets supervision and Administration Commission and is hereby submitted to the general meeting of shareholders for deliberation.
Proposal 2 of the board of directors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on February 16, 2022: proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021. Shareholders and shareholder agents:
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2021, establish and improve the incentive and restraint mechanism, improve the corporate governance structure, and ensure the realization of the company’s development strategy and business objectives, the company has formulated the management measures for the implementation and assessment of the restricted stock incentive plan in 2021. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 29, 2021 The management measures for the assessment of the implementation of the 2021 restricted stock incentive plan of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd.
This proposal has been deliberated and adopted at the 11th meeting of the first board of directors and the 8th meeting of the first board of supervisors held on December 28, 2021, and is hereby submitted to the general meeting of shareholders for deliberation.
Proposal III of the board of directors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on February 16, 2022:
Proposal on the company’s measures for the administration of restricted stock incentive plan in 2021
Dear shareholders and their agents
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2021 and clarify the management organization, implementation procedures, special circumstances handling, information disclosure, financial accounting and tax treatment of the incentive plan, the company has formulated the management measures for the restricted stock incentive plan in 2021 in accordance with relevant national laws, administrative regulations and the actual situation of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 29, 2021 The measures for the administration of the 2021 restricted stock incentive plan of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd.
This proposal has been deliberated and adopted at the 11th meeting of the first board of directors and the 8th meeting of the first board of supervisors held on December 28, 2021, and is hereby submitted to the general meeting of shareholders for deliberation.
Proposal 4 of the board of directors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on February 16, 2022: proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021
Dear shareholders and their agents
To ensure the company’s restricted stock incentive plan
