Securities code: Beijing Compass Technology Development Co.Ltd(300803) securities abbreviation: Beijing Compass Technology Development Co.Ltd(300803) Announcement No.: 2022022 Beijing Compass Technology Development Co.Ltd(300803)
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.
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: the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 25th meeting of the 12th board of directors of the company. The convening procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 4. Date and time of the meeting:
On site meeting time: from 2:30 pm on Friday, April 1, 2022
Online voting time: Friday, April 1, 2022
A. The 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 1:00-3:00 p.m. on April 1, 2022;
B. The time for online voting through the Internet voting system of Shenzhen stock exchange is: 9:15 a.m. to 3:00 p.m. on April 1, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining 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 and vote through a power of attorney;
(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 all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during the above online voting time. In addition, only one of the on-site voting and online voting can be selected for the same voting right, and the voting result shall be subject to the first valid voting result.
6. Equity registration date of the meeting: March 24, 2022.
7. Attendees
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all shareholders of the company registered in CSDCC Shenzhen branch who have issued voting shares have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Meeting place: company conference room, 5th floor, unit 1, building 2, TBD gathering center, yard 42, Qibei Road, Changping District, Beijing
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting proposal
Proposal on the company’s major asset restructuring plan √ number of sub proposals that need to be voted item by item as a vote of 1.00: (8)
1.01 method of this major asset restructuring √
1.02 subject matter of transaction √
1.03 counterparty √
1.04 evaluation and pricing of transactions √
1.05 payment method and time arrangement of transaction √
1.06 transfer of ownership and liability for breach of contract of the subject matter of the transaction √
1.07 profit and loss in transition period √
1.08 validity of resolution √
2.00 discussion on the company meeting the conditions for major asset restructuring of listed companies √
Case
On this major asset restructuring meeting the standards of listed companies
3.00 provisions on several issues of major asset restructuring discussion under Article 4 √
Case
remarks
Proposal code proposal name the ticked column can vote
On the independence of appraisal institutions and the reasonableness of appraisal assumptions
4.00 relevance, correlation between evaluation method and evaluation purpose and √ of evaluation pricing
Proposal on Fairness
5.00 √ on the company’s major asset restructuring does not constitute related party transactions
Proposal
6.00 √ on the execution of conditional agreements between the company and the counterparty
Proposal on capital contribution agreement
7.00 approval of audit report and evaluation related to this major asset restructuring √
Report and proposal on review report for reference
8.00 Beijing Compass Technology Development Co.Ltd(300803) major capital √
Production purchase report (Draft) proposal on its summary
On this major asset restructuring does not constitute a major asset restructuring of listed companies
Article 13 measures for the administration of reorganization
Case
10.00 on compliance of this major asset restructuring with major assets of listed companies √
Reorganization management measures proposal as stipulated in Article 11
11.00 discussion on the explanation that the company’s share price fluctuation does not meet relevant standards √
Case
On no listing of relevant entities in major asset restructuring of the company
12.00 guidelines for company supervision No. 7 – major asset restructuring of listed companies √
Proposal on the supervision of abnormal stock trading under the circumstances specified in Article 13
13.00 on the completeness and √ of legal procedures for the performance of this major asset reorganization
Proposal on compliance and validity of legal documents submitted
On this major asset restructuring meeting the requirements of the GEM listed companies
14.00 continued supervision measures (for Trial Implementation) and Shenzhen Stock Exchange GEM Listing √
Proposal on review rules for major asset restructuring of the company
15.00 on the diluted immediate return and related measures of this major asset restructuring √
Proposal on filling measures
16.00 on submitting to the general meeting of shareholders to authorize the board of directors of the company to handle this √
Proposal on matters related to this major asset reorganization
Among the above proposals, proposal 1 needs to be voted one by one; Proposals 1 to 16 are all special proposals, which need to be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting.
The above proposals were considered and adopted at the 25th meeting of the 12th board of directors and the 15th meeting of the 13th board of supervisors. For details, please refer to the company’s website on March 17, 2022 (www.cn. Info. Com. CN.) Relevant announcements disclosed.
The above proposals 1 to 16 are all related to matters affecting the interests of small and medium-sized investors, and the company will vote on small and medium-sized investors separately.
3、 On site meeting registration
1. To go through the registration procedures, you can register by letter or fax (see Annex 3 for the registration form), but you will not accept the registration by telephone.
2. Registration time: 9:00-11:00 a.m. from March 28, 2022 to March 30, 2022; Afternoon: 1:00-4:00.
3. Place of registration: the office of the board of directors of the company, block a, building 2, TBD gathering center, courtyard 42, Qibei Road, Changping District, Beijing.
4. Registration method:
(1) Natural person shareholders shall go through the registration formalities with their own ID cards;
(2) The legal person shareholder shall go through the registration formalities with the copy of the legal person’s business license (with official seal) and the ID card of the legal representative;
(3) The entrusted agent shall go through the registration procedures with the original ID card, power of attorney (see Annex 2), the client’s certificate (copy of ID card of natural person shareholder, copy of business license of legal person shareholder (stamped with official seal) and copy of ID card of legal representative), the client’s securities account card, shareholding certificate, etc.
5. Contact information
Address: block a, building 2, TBD gathering center, yard 42, Qibei Road, Changping District, Beijing
Tel.: 01082559889; Fax: 01082559999
Postal Code: 102209
Contact: Sun Ming, Chen Xin
6. Conference costs
The meeting is expected to last for half a day, and the participants shall bear their own accommodation and transportation expenses.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, the shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Please refer to Annex 1 for details of contents and formats that need to be explained when participating in online voting.
5、 Documents for future reference
The 25th meeting of the board of directors; 2. Beijing Compass Technology Development Co.Ltd(300803) the resolution of the 15th meeting of the 13th board of supervisors. It is hereby announced.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
March 17, 2022
Annex 1
Specific operation process of participating in online voting
1、 Procedures for online voting
1. The voting code is “350803”, and the voting is referred to as “guide voting”.
2. Fill in the voting opinions or election votes.
3. For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When the shareholders vote repeatedly on the general proposal and the specific proposal, the second paragraph shall prevail
