Securities code: 300648 securities abbreviation: Fujian Nebula Electronics.Ltd(300648) Announcement No.: 2021-128 Fujian Nebula Electronics.Ltd(300648)
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 without false records, misleading statements or major omissions.
The 16th meeting of the third board of directors of Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as “the company”, “the company” and ” Fujian Nebula Electronics.Ltd(300648) “) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 , it is decided to adopt the combination of on-site meeting and online voting to hold the first extraordinary general meeting of shareholders in 2022. The relevant matters of this shareholders’ meeting are hereby notified as follows:
1、 Basic information of the meeting
(i) Session: the first extraordinary general meeting of shareholders in 2022.
（2） Convener: the board of directors of the company.
（3） Legality and compliance of the meeting: the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 16th meeting of the third board of directors of the company. The convening and convening of the general meeting of shareholders by the board of directors of the company complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the rules for the general meeting of shareholders of listed companies (revised in 2016) and other relevant laws, administrative regulations, departmental rules, normative documents and the Fujian Nebula Electronics.Ltd(300648) articles of association.
（4） Date and time of the meeting
1. On site meeting time: from 14:30 p.m. on Friday, January 14, 2022.
2. Online voting time: January 14, 2022, including:
(1) 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 January 14, 2022;
(2) The time for 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 January 14, 2022.
（5） Meeting mode
The general meeting of shareholders is held by combining on-site meeting and online voting. The company will use the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during network voting time. For the same voting right, only one of the on-site voting and online voting can be selected. If the voting is repeated, the first voting result shall be taken as the valid vote for statistics. Online voting includes two voting methods: the trading system of Shenzhen Stock Exchange and the Internet voting system. Only one of them can be selected for the same share.
（6） The equity registration date of the meeting: Friday, January 7, 2022.
（7） Attendees of this shareholders’ meeting:
1. Ordinary shareholders holding shares of the company or their agents on the equity registration date. On the equity registration date (January 7, 2022) at the closing of the afternoon, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend and vote at the shareholders’ meeting. Shareholders who cannot attend the meeting in person for some reason can entrust an agent in writing to attend and vote at the meeting, and the shareholder’s agent does not have to be a shareholder of the company. See Annex II of this notice for the format of power of attorney.
2. Directors, supervisors and senior managers of the company.
3. Witness lawyers and other relevant personnel employed by the company.
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
（8） Venue of the on-site meeting: conference room 1 Fujian Nebula Electronics.Ltd(300648) No. 6, Shishi Road, Mawei District, Fuzhou City, Fujian Province.
2、 Matters considered at the meeting
(i) The proposals submitted to the shareholders’ meeting for deliberation and voting are as follows:
1. About the company
<2021 年限制性股票激励计划（草案）>
And its abstract; 2. About the company
<2021 年限制性股票激励计划实施考核管理办法>
Proposal of the; 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
The above proposal has been deliberated and adopted at the 16th meeting of the third board of directors of the company. The above deliberation matters belong to the scope of powers of the general meeting of shareholders of the company, do not violate the provisions of relevant laws, regulations and the articles of association, and the deliberation matters are legal and complete;
For details of the above proposals, see China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Relevant announcements disclosed.
（2） According to the requirements of the rules for the general meeting of shareholders of listed companies (revised in 2016) and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), the above proposals are special resolutions and need to be approved by unrelated shareholders attending the general meeting of shareholders More than two-thirds of the total voting shares held by (including shareholder agents) shall be approved; the above proposals shall be approved by small and medium-sized investors (refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares) the voting situation shall be counted and disclosed separately; the related shareholders of the above proposal shall avoid voting at the general meeting of shareholders.
（3） According to the measures for the administration of equity incentive of listed companies When a listed company holds a general meeting of shareholders to review the equity incentive plan, independent directors shall solicit entrusted voting rights from all shareholders on the equity incentive plan. According to this provision, all independent directors unanimously agreed that Mr. Zheng Shouguang would issue a report on soliciting entrusted voting rights to solicit voting rights from all shareholders on proposals 1, 2 and 3 considered at the general meeting of shareholders. For details, see the company’s disclosure on cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Report of independent directors on public solicitation of entrusted voting rights for equity incentive (Announcement No.: 2021-127). III. proposal code
Proposal code table of the general meeting of shareholders
remarks
Proposal code proposal name the ticked column can vote
100 general proposals: all proposals considered at this general meeting √
Non cumulative voting proposal
About the company
<2021 年限制性股票激励计划（草案）>
and
1.00√
Proposal for its summary
About the company
<2021 年限制性股票激励计划实施考核管 2.00√ 理办法>
Proposal for
Proposal for the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
3.00√
Appropriate proposal
4、 Registration of on-site meeting of the general meeting of shareholders, etc
The registration method of the company’s shareholders or shareholders’ agents attending the on-site meeting of the general meeting of shareholders is as follows:
(i) Registration time: 9:00-11:30 a.m. and 14:00-17:00 p.m. on Tuesday, January 11, 2022. (II) registration place: Securities Department of the company (Securities Department, No. 6 Shishi Road, Mawei District, Fuzhou City, Fujian Province).
（3） Registration method: shareholders or shareholders’ agents who intend to attend the on-site meeting of the general meeting of shareholders shall register with the following documents:
1. If a natural person shareholder attends the meeting in person, he / she shall register with his / her valid ID card and securities account card. If a natural person shareholder entrusts an agent to attend the meeting, the agent shall register on the strength of his / her valid ID card, the power of attorney issued by the natural person shareholder (i.e. the trustee), the valid ID card of the natural person shareholder and the securities account card.
2. If the legal representative of a legal person shareholder (or other economic organization or unit of an unincorporated person, the same below) attends the meeting, he / she shall present a copy of his / her valid identity card, identity certificate of the legal representative (or power of attorney), business license of the legal person unit (or valid certificates such as company registration certificate and social organization legal person registration certificate, the same below) (with official seal) and securities account card for registration. If a legal person shareholder entrusts an agent to attend the meeting, the agent shall register on the strength of his valid ID card, power of attorney issued by the legal person shareholder, copy of the business license of the legal person unit (with official seal) and securities account card. The shareholder is a qualified foreign institutional investor (QFII), when going through the registration formalities, the shareholders or shareholders’ agents who intend to attend the meeting shall submit the above materials and the copy of the qualified foreign institutional investor Certificate (with official seal).
3. Shareholders may send a letter (the envelope must indicate “the first extraordinary general meeting of shareholders in 2022”) The shareholders registered by fax must bring the original of the above materials when attending the on-site meeting and submit them to the company for inspection. The letter or fax must be delivered to the company by hand, mail, express or fax before 17:00 on January 11, 2022 (the letter shall be subject to the postmark). Telephone registration is not accepted.
4. If the power of attorney is signed by another person authorized by the principal (or the legal representative of the principal), the power of attorney or other authorization documents signed by the other person authorized by the principal (or the legal representative of the principal) shall be notarized and submitted to the company together with the above documents required for registration procedures.
（4） The power of attorney (format) of the company’s shareholders to entrust agents to attend the general meeting of shareholders is detailed in Annex II to this notice.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders of the company can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com..cn. ）See Annex I of this notice for the specific operation process of voting and online voting.
6、 Other matters
(i) The duration of the on-site meeting of the general meeting of shareholders is expected to be half a day.
（2） The transportation, accommodation and other expenses of shareholders or their agents attending the meeting shall be borne by themselves.
（3） Conference contact information:
Contact address: Securities Department Fujian Nebula Electronics.Ltd(300648) No. 6, Shishi Road, Mawei District, Fuzhou City, Fujian Province.
Contact: Zhou Chao, Chen Zhaomin
Tel.: 0591-28051312
Contact Fax: 0591-28328898
7、 Documents for future reference
1. Resolution of Fujian Nebula Electronics.Ltd(300648) the 16th meeting of the third board of directors;
2. Resolution of the Fujian Nebula Electronics.Ltd(300648) 10th meeting of the third board of supervisors.
It is hereby announced.
Annex I: specific operation process of participating in online voting
Annex II: power of attorney (format)
Fujian Nebula Electronics.Ltd(300648)
Board of directors
December 28, 2001
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 350648
2. Voting abbreviation: Nebula voting
3. Proposal setting and opinion voting
(1) Proposal setting
List of “proposal code” corresponding to the proposal of the general meeting of shareholders
Proposal name proposal code
Serial number
Total motion 100
1 about the company
<2021 年限制性股票激励计划（草案）>
And its abstract 1.00
Proposal for
2 about the company
<2021 年限制性股票激励计划实施考核管理办2.00 法>
Proposal for
Notice on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
thirty-three
Proposal
(2) Fill in voting opinions
For the non cumulative voting proposals considered at the general meeting of shareholders
