Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2023 Shenzhen Clou Electronics Co.Ltd(002121)
Notice on convening the third extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) deliberated and approved the proposal on convening the third extraordinary general meeting of shareholders in 2022 at the 13th (Interim) meeting of the eighth board of directors, and decided to convene the third extraordinary general meeting of shareholders in 2022 on Tuesday, March 22, 2022 to review the relevant proposals submitted by the board of directors, The relevant matters of this meeting are hereby notified as follows:
1、 Basic information of the meeting:
1. Session of the general meeting of shareholders: the third 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: the convening of this general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules and regulations such as the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Normative documents and the provisions of the articles of association.
4. Date and time of the meeting:
The date and time of the on-site meeting are: from 14:30 p.m. on March 22, 2022, for half a day;
The date and time of online voting: March 22, 2022. The specific time of 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 22, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 22, 2022.
5. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. If there is a duplicate voting table for the same voting right
In case of a decision, the result of the first ballot shall prevail.
6. Equity registration date of the meeting: Tuesday, March 15, 2022
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
All ordinary shares of the company registered with CSDCC Shenzhen Branch at the closing of the afternoon of the equity registration day
All shareholders have the right to attend the general meeting of shareholders and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company.
Mr. Rao Luhua promises to give up the voting rights corresponding to the shares of the company he holds. For details, see
On May 15, 2021, securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）According to the announcement on shareholders’ waiver of voting rights (Announcement No.: 2021040), Mr. Rao Luhua cannot accept the entrustment of other shareholders to vote.
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyers and other personnel employed by the company.
8. Venue of the on-site meeting: Kelu building, Baoshen Road, North District, high tech Industrial Park, Nanshan District, Shenzhen, Shenzhen Clou Electronics Co.Ltd(002121) administrative conference room.
2、 Matters to be considered at the meeting:
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 on listing and transfer of holding subsidiary Shenzhen Automotive Power Network Co., Ltd. 27% √
Proposal on equity
2.00 on the independence of the appraisal institution and the rationality of the assumptions and premises of the appraisal √
The relevance between the method and the purpose of evaluation and the proposal on evaluating the fairness of pricing
3.00 proposal on financing from China Resources SDIC Trust Co., Ltd. √
4.00 discussion on accepting guarantees from related parties and providing counter guarantees and related party transactions √
Case
Special tips and instructions:
1. The proposals submitted by the 13th meeting of the board of directors of the securities times (www.info. CN) and the securities times (www.info. CN) on March 2023 were reviewed and approved by the company Announcement on the resolutions of the 13th (Interim) meeting of the eighth board of directors and other relevant announcements.
2. Proposal 4.00 is a related party transaction, and related shareholders must avoid voting.
3. According to the requirements of the rules for the general meeting of shareholders of listed companies (revised in 2022), the voting of small and medium-sized investors will be counted separately and disclosed in a timely manner.
3、 Registration method of on-site meeting of the general meeting of shareholders
1. Registration time and place:
(1) Registration time: March 16 and March 17, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m.) (2) registration place: the Securities Department of the company, Kelu building, Baoshen Road, North District, high tech Industrial Park, Nanshan District, Shenzhen. Please indicate the words “attending the general meeting of shareholders” on the letter;
2. Registration method:
(1) The legal person shareholder shall register with the copy of the business license stamped with the company’s official seal, the power of attorney of the legal representative, the shareholder account card, the certificate of shareholding and the original ID card of the attendee;
(2) A natural person must register with his original ID card, shareholder account card and shareholding certificate;
(3) The entrusted agent shall register with his original ID card, power of attorney (see Annex), original ID card of the principal, shareholder account card and shareholding certificate;
(4) Non local shareholders can register by written letter or e-mail (the letter or E-mail shall arrive at the company before 17:00 on March 17, 2022. If registered by letter or e-mail, please call for confirmation), and do not accept telephone registration.
The attendees shall bring the original of the above documents to the shareholders’ meeting.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange (website: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
5、 Other matters
1. Meeting expenses: board, lodging and transportation expenses for attending the meeting shall be borne by yourself
2. During online voting, if the voting system is affected by major emergencies, the progress of this meeting will be notified separately.
3. Contact method:
Mailing address: Kelu building, Baoshen Road, North District, high tech Industrial Park, Nanshan District, Shenzhen postal code of the company’s securities department: 518057
Tel: 075526719528
Email: [email protected].
Contact: Zhang Xiaofang
6、 Documents for future reference
1. Resolution of the 13th (Interim) meeting of the 8th board of directors of the company.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121) board of directors
March 6, 2002
Annex I:
Specific operation process of participating in online voting
1、 Description of voting through the trading system of Shenzhen Stock Exchange
1. Voting code: 362121.
2. Voting abbreviation: “kolu voting”.
3. Proposal setting and opinion voting
The proposal of the general meeting of shareholders is a non cumulative voting proposal, and the voting opinions are filled in: agree, disagree and abstain. 4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on March 22, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Voting procedures through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system will start voting from 9:15 a.m. to 15:00 p.m. on March 22, 2022. 2. Shareholders who conduct online voting through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system（ http://wltp.cn.info.com.cn. ）Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
receipt
As of March 15, 2022, our company (individual) holds Shenzhen Clou Electronics Co.Ltd(002121) shares and plans to attend the third extraordinary general meeting of shareholders in 2022 held by the company.
note appended:
The receipt is valid for clipping, copying or self-made according to the above format.
Name of attendees:
Shareholder account:
Name of shareholder: (signature and seal)
Date:
Annex III:
Power of attorney
I hereby delegate to you (Mr. / Mrs.) (ID number).
Code:) participated in Shenzhen Shenzhen Clou Electronics Co.Ltd(002121) Technology Stock Exchange on behalf of myself (unit)
The third extraordinary general meeting of shareholders in 2022 was held on March 22, 2022
The General Assembly shall vote on the following proposals in accordance with the following instructions. If no instructions are given, the proxy shall have the right to vote according to his own wishes
vote.
Make remarks
The name of the proposal can be checked in the column of “agree against waiver”
Code to vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 notice on listing and transfer of 27% shares of Shenzhen Automotive Power Network Co., Ltd., a holding subsidiary √
Proposal on the right to
2.00 on the independence of the appraisal institution, the rationality of the appraisal assumptions and the appraiser √
Proposal on the relevance between the method and the purpose of evaluation and the fairness of evaluation pricing
3.00 proposal on financing from China Resources SDIC Trust Co., Ltd. √
4.00 discussion on accepting guarantees from related parties and providing counter guarantees and related party transactions √
Case
The term of validity of this power of attorney is: mm / DD / yyyy to mm / DD / yyyy.
Note 1. Please choose to agree, oppose or abstain from the proposal according to the opinions of the shareholders and put it in the corresponding column
Tick “√” and one of the three must be selected. If more than one or no choice is made, it will be regarded as invalid entrustment.
Note 2. The power of attorney is valid for newspaper cutting, copying or self-made according to the above format; The entrusted unit must be stamped
