Suzhou Recodeal Interconnect System Co.Ltd(688800)
Materials of the first extraordinary general meeting of shareholders in 2022
Securities code: Suzhou Recodeal Interconnect System Co.Ltd(688800)
Securities abbreviation: Suzhou Recodeal Interconnect System Co.Ltd(688800)
March, 2002
Suzhou Recodeal Interconnect System Co.Ltd(688800)
List of materials for the first extraordinary general meeting of shareholders in 2022
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2 Guangzhou Echom Sci.&Tech.Co.Ltd(002420) 22nd extraordinary general meeting of shareholders seven
Proposal 1: proposal that the company meets the conditions for issuing A-Shares to specific objects eight
Proposal 2: proposal on the company’s plan to issue A-Shares to specific objects in 2022 9 proposal 3: proposal on the company’s plan for issuing A-Shares to specific objects in 202212 proposal 4: report on the demonstration and analysis of the company’s plan to issue A-Shares to specific objects in 2022
The motion of the report 13. Proposal 5: on the feasibility of using the funds raised by issuing A-Shares to specific objects in 2022
Proposal of the sex analysis report fourteen
Proposal 6: proposal on the company’s report on the use of previously raised funds Proposal 7: diluted immediate return and compensation for the company’s issuance of A-Shares to specific objects in 2022
Measures and proposals promised by relevant subjects Proposal 8: proposal on the company’s dividend return plan for shareholders in the next three years (20222024)
Case 17 proposal 9: proposal on the company’s statement on the investment of the raised funds in the field of scientific and technological innovation 18 proposal 10: proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the specific
Like the proposal on specific issues of stock issuance nineteen
Proposal 11: proposal on the election of independent directors of the third board of directors of the company twenty-one
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, 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 of the general meeting of shareholders of listed companies, the Suzhou Recodeal Interconnect System Co.Ltd(688800) articles of association, the rules of procedure of Suzhou Recodeal Interconnect System Co.Ltd(688800) general meeting of shareholders and other relevant provisions, Suzhou Recodeal Interconnect System Co.Ltd(688800) (hereinafter referred to as “the company”) hereby formulates the instructions for the general meeting of shareholders: I. in order to confirm the attendance qualification of shareholders or their agents or other attendees attending the general meeting, the meeting staff will carry out necessary verification of the identity of the attendees and ask the verified ones to cooperate.
2、 In order to ensure the seriousness and normal order of this meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees attending the meeting are required to arrive at the meeting on time and sign in to confirm their qualification. After the commencement of the meeting, the registration of the meeting shall be terminated, and the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the number of voting rights held.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 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.
5、 Shareholders and their agents who request to speak at the on-site meeting of the general meeting of shareholders shall register with the meeting affairs group of the general meeting one day before the general meeting of shareholders. The moderator of the conference shall arrange the speeches according to the list and order provided by the conference affairs group. Shareholders and shareholders’ agents who ask questions on site shall raise their hands according to the agenda of the meeting, and can ask questions only with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent ask questions at the same time, those who raise their hands first ask questions first; When the order cannot be determined, the host shall designate the questioner. During the meeting, only shareholders and their agents are allowed to speak or ask questions. Speeches or questions should be focused on the topics of this meeting, concise and concise, and the time should not exceed 5 minutes. When speaking or asking questions, it is necessary to state the name of shareholders and the total number of shares held. Each shareholder and shareholder’s agent shall speak or ask questions no more than 2 times.
6、 When shareholders and their agents request to speak or ask questions, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their agents. When voting at the general meeting of shareholders, shareholders and their agents 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.
7、 The moderator may arrange directors, supervisors, senior managers and candidates for directors and supervisors to answer questions raised by shareholders. The moderator or relevant personnel designated by him or her have the right to refuse to answer questions that may disclose the company’s trade secrets and / or insider information and damage the common interests of the company and shareholders.
8、 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. Shareholders attending the meeting must sign their names on the votes. 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”.
9、 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.
10、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the meeting place in accordance with the law, except the shareholders and their agents, the company’s directors, supervisors, senior executives, employed lawyers and those invited by the board of directors.
11、 At this meeting, the practicing lawyer of the law firm hired by the company witnessed the legitimacy of the voting results and agenda.
12、 During the meeting, participants should pay attention to maintaining the order of the venue, do not walk around at will, and adjust the mobile phone to the silent state. Personal recording, video recording and photography are not allowed during the meeting. Participants should leave the venue after the meeting without special reasons. 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 company will not give gifts to shareholders participating in the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders participating in the general meeting of shareholders, so as to treat all shareholders equally.
14、 For details of the registration method and voting method of this general meeting of shareholders, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022013) disclosed by the company on the website of Shanghai Stock Exchange on March 2, 2022.
15、 Special reminder: during the prevention and control of covid-19 pneumonia, all shareholders are encouraged to participate in the meeting through online voting. If you really need to attend the meeting on site, please make sure that you have normal body temperature, no respiratory discomfort and other symptoms, and meet the local epidemic prevention and control requirements. You need to wear masks and other protective equipment on the day of the meeting and do a good job in personal protection. The company will conduct inspection and control according to the latest epidemic prevention and control requirements. Only those who meet the epidemic air defense requirements can participate in the on-site meeting. Please cooperate.
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, March 17, 2022
2. Venue of on-site meeting: conference room Suzhou Recodeal Interconnect System Co.Ltd(688800) a0207, No. 998, Songjia Road, Wusongjiang science and Technology Industrial Park, Wuzhong District, Suzhou
3. Convener: Suzhou Recodeal Interconnect System Co.Ltd(688800) board of directors
4. Moderator: Chairman
5. Online voting system, starting and ending time and voting time
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 17, 2022 to March 17, 2022
The online voting system of the general meeting of shareholders 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 and 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.
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 and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held
(III) the moderator 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
No. non cumulative voting proposal
Proposal I proposal on the company meeting the conditions for issuing shares to specific objects
Proposal 2 proposal on the company’s plan to issue A-Shares to specific objects in 2022
(1) Type and par value of issued shares
(2) Issuing method and time
No. non cumulative voting proposal
(3) Issuing object and subscription method
(4) Pricing base date, pricing principle and issue price
(5) Number of issues
(6) Restricted period
(7) Arrangements for the company’s accumulated undistributed profits before the issuance
(8) Listing location
(9) Validity period of the resolution of the general meeting of shareholders of this issuance
(10) Total amount and purpose of raised funds
Proposal 3 proposal on the company’s plan for issuing A-Shares to specific objects in 2022
Proposal 4 proposal on the company’s demonstration and analysis report on the scheme of issuing A-Shares to specific objects in 2022
Proposal V proposal on the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2022
Proposal VI proposal on the company’s report on the use of the previously raised funds
Proposal 7 proposal on diluting immediate return and filling measures of A-Shares issued by the company to specific objects in 2022 and commitments of relevant subjects
Proposal 8 proposal on the company’s dividend return plan for shareholders in the next three years (20222024)
Proposal 9: proposal on the company’s investment of the raised funds in the field of scientific and technological innovation
Proposal 10 proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of this issuance of shares to specific objects
Serial number cumulative voting proposal
Proposal Xi proposal on the election of independent directors of the third board of directors 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) adjournment (counting voting results)
(IX) resume the meeting and announce the voting results of the meeting and the adoption of proposals
(x) the chairman read out the resolutions of the general meeting of shareholders
（11） The witness lawyer read out the legal opinion
（12） Signing meeting documents
（13） End of the meeting
Proposal of the first extraordinary general meeting of shareholders in 2022
Proposal 1:
Proposal on the company meeting the conditions for issuing A-Shares to specific objects
Dear shareholders / shareholders’ agents:
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) and the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”), after self-examination and demonstration of the actual situation and relevant matters of the company, It is believed that the company complies with the provisions of listed companies on the science and Innovation Board on issuing A-Shares to specific objects and has the qualifications and conditions for issuing A-Shares to specific objects this time.
The above proposals have been deliberated and adopted at the 12th meeting of the third board of directors of the company, and are hereby submitted to the general meeting of shareholders for deliberation.
Proposal II of Suzhou Recodeal Interconnect System Co.Ltd(688800) board of directors on March 17, 2022:
Proposal on the company’s plan to issue A-Shares to specific objects in 2022
Dear shareholders / shareholders’ agents:
The specific plan for the company to issue A-Shares to specific objects (hereinafter referred to as “this issuance”) is as follows: 1. Type and par value of the issued shares
The type of shares issued to specific objects this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00/share.
2. Issuing method and time
All the shares issued this time are issued to specific objects. The company will choose an appropriate time to issue to specific objects within the validity period after the registration is approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
3. Issuing object and subscription method
The objects of this issuance are no more than 35 (including 35) securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (QFII) that meet the conditions specified by the CSRC
