Stock Code: 300480 stock abbreviation: Gl Tech Co.Ltd(300480) Announcement No.: 2021-071 Gl Tech Co.Ltd(300480)
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,
There are no false records, misleading statements or material omissions.
The 19th meeting of the 4th board of directors of Gl Tech Co.Ltd(300480) (hereinafter referred to as “the company”) decided to hold the first extraordinary general meeting of shareholders in 2022 on Wednesday, January 12, 2022. The relevant matters of this meeting are hereby announced as follows:
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 of the general meeting of shareholders: the board of directors of the company.
3. Legality and compliance of the meeting: after deliberation and approval at the 19th meeting of the 4th board of directors, the company decided to convene the first extraordinary general meeting of shareholders in 2022, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association.
4. Time of the meeting:
(1) Time of on-site meeting: 2:00 p.m. on Wednesday, January 12, 2022
(2) Online voting time:
The specific time for online voting through the trading system of Shenzhen stock exchange is January 12, 2022 (Wednesday) trading time, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; the time for online voting through the Internet voting system of Shenzhen stock exchange is 09:15-15:00 on January 12, 2022. 5. Convening method of the meeting: the combination of on-site voting and online voting:
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex II for details).
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）Provide an online voting platform for all shareholders, and shareholders can exercise their voting rights through the above system during online voting time.
Shareholders of the company shall choose one of on-site voting, trading system of Shenzhen Stock Exchange and Internet voting system. In case of repeated voting with the same voting right, the first valid voting result shall prevail.
6. Equity registration date: Friday, January 7, 2022
7. Attendees:
(1) Shareholders holding shares of the company or their agents on the equity registration date.
As of the equity registration date, January 7, 2022 (Friday) at the closing of Shenzhen Stock Exchange in the afternoon, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. All shareholders of the above company 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 have to be a shareholder of the company (see Annex II for the sample of power of attorney).
(2) Directors, supervisors and senior managers of the company.
(3) Lawyers and other relevant personnel employed by the company.
8. Site meeting place: No. 10, Changchun Road, Zhengzhou high tech Development Zone Gl Tech Co.Ltd(300480)
Room 310.
2、 Matters considered at the meeting
1. Deliberating the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects
2. Deliberating the proposal on the issuance scheme of convertible corporate bonds issued by the company to unspecified objects
2.1 types of securities issued
2.2 issuance scale
2.3 par value and issue price
2.4 bond term
2.5 bond interest rate
2.6 term and method of repayment of principal and interest
2.7 term of share conversion
2.8 determination and adjustment of share conversion price
2.9 downward correction clause of share conversion price
2.10 how to determine the number of shares to be converted and how to deal with the amount of less than one share at the time of conversion
2.11 redemption terms
2.12 resale terms
2.13 dividend distribution after share conversion
2.14 issuance method and object
2.15 placement arrangement to original shareholders
2.16 matters related to bondholders’ meeting
2.17 purpose of the raised funds
2.18 guarantee matters
2.19 rating matters
2.20 deposit of raised funds
2.21 validity period of this issuance plan
3. Deliberating the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects
4. Deliberating the proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects
5. Review the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects
6. Deliberating the proposal on the verification report on the use of the company’s previously raised funds
7. Deliberating the proposal on the planning of shareholders’ dividend return in the next three years (2021-2023)
8. Deliberated the proposal on the company’s issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures and commitments of relevant subjects
9. Deliberation on the 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
10. Deliberating the proposal on the meeting rules of the holders of convertible corporate bonds issued by the company to unspecified objects
11. Deliberating the proposal on reappointment of the company’s audit institution in 2021
The above proposal was deliberated and adopted at the 19th meeting of the Fourth Board of directors on December 24, 2021. For details, please refer to the relevant announcement issued by the company on the gem information disclosure website designated by the CSRC.
Special notes:
1. Proposal 1 – proposal 10 is a special resolution, which shall be approved by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders, and the votes of small and medium-sized investors (refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) shall be counted separately.
2. When considering the above proposals, proposal 2 shall be voted one by one.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposals (all proposals except cumulative voting proposals) √
Non cumulative voting proposal
1.00 about the company’s compliance with issuing convertible bonds to unspecified objects √
Proposal on conditions of corporate bonds
Number of sub proposals of the proposal on the company issuing convertible company √ as voting object 2.00 bonds to unspecified objects: (21)
2.01 types of securities issued √
2.02 issuance scale √
2.03 face value and issue price √
2.04 bond term √
2.05 bond interest rate √
2.06 term and method of principal and interest repayment √
2.07 conversion period √
2.08 determination and adjustment of share conversion price √
2.09 downward correction clause of share conversion price √
2.10 determination method of the number of shares converted and less than one share √
Treatment method of amount
2.11 redemption terms √
2.12 resale terms √
2.13 dividend distribution after share conversion √
2.14 issuance method and object √
2.15 placement arrangement to original shareholders √
2.16 matters related to bondholders’ meeting √
2.17 purpose of the raised funds √
2.18 guarantee matters √
2.19 rating matters √
2.20 deposit of raised funds √
2.21 validity period of this issuance plan √
3.00 on the issuance of convertible companies by the company to unspecified objects √
Proposal on bond plan
4.00 on the issuance of convertible companies by the company to unspecified objects √
Proposal on bond demonstration and Analysis Report
On Issuing Convertible companies to unspecified objects
5.00 discussion on the feasibility analysis report on the use of bond raised funds √
Case
6.00 verification report on the use of the company’s previously raised funds √
Proposal to report
7.00 on shareholders in the next three years (2021-2023) √
Proposal on dividend return planning
On Issuing Convertible companies to unspecified objects
8.00 diluted immediate return of bonds and filling measures and relevant main √
Proposal on corporate commitment
On submitting to the general meeting of shareholders to authorize the board of directors to handle it with full power
9.00 the issuance of convertible corporate bonds to unspecified objects √
Proposal on Relevant Issues
10.00 on the issuance of convertible companies by the company to unspecified objects √
Proposal on rules of bondholders’ meeting
11.00 discussion on the renewal of the company’s audit institution in 2021 √
Case
4、 Meeting registration method
1. Registration method
(1) The legal representative or the agent entrusted by the legal representative shall attend the meeting. The legal shareholder shall go through the registration formalities with the shareholder’s account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card of the attendee; if the legal shareholder entrusts the agent, the ID card of the agent, the copy of the business license stamped with the official seal and the authorization certificate shall be presented The power of attorney and the client’s shareholder account card shall go through the registration procedures;
(2) A natural person shareholder shall go through the registration formalities with his own ID card and shareholder account card; if a natural person shareholder entrusts an agent, he shall go through the registration formalities with the agent’s ID card, power of attorney, principal’s shareholder account card and ID card;
(3) Non local shareholders can register by letter or fax before the deadline of registration date. Shareholders should carefully fill in the registration form of shareholders’ participation (Annex I) and a copy of the ID card and shareholder’s account shall be attached for registration and confirmation. The letter or fax shall be delivered to the Securities Department of the company before 17:00 on January 11, 2022. After the fax registration is sent, please confirm by telephone. The letter shall be sent to the Securities Department Gl Tech Co.Ltd(300480) at No. 10, Changchun Road, Zhengzhou high tech Development Zone, post code 450001 (the envelope shall be marked with the words “the first extraordinary general meeting of shareholders in 2022”).
2. Registration time: 9:00-17:00, January 10-11, 2022.
3. Registration place: Securities Department Gl Tech Co.Ltd(300480) No. 10, Changchun Road, Zhengzhou high tech Development Zone. 5、 Specific operation process of participating in online voting
The shareholders can pass this shareholders’ meeting
