Securities code: 300397 securities abbreviation: Xi’An Tian He Defense Technology Co.Ltd(300397) Announcement No.: 2022-004 Xi’An Tian He Defense Technology Co.Ltd(300397)
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 21st Meeting of the 4th board of directors of Xi’An Tian He Defense Technology Co.Ltd(300397) (hereinafter referred to as “the company”) decided to hold the first extraordinary general meeting of shareholders in 2022 on Friday, January 21, 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 21st 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. Date and time of the meeting:
(1) On site meeting time: 15:00, Friday, January 21, 2022.
(2) Online voting time: Friday, January 21, 2022. Among them, the specific time of online voting through the system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 21, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 21, 2022.
5. Meeting mode: 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 3).
(2) Online voting: the company will provide an online voting platform to all shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Shareholders can exercise their voting rights through the above system during online voting time.
6. Voting rules: only one of on-site voting and online voting can be selected for the same voting right, and repeated voting is not allowed. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
7. Equity registration date of the meeting: Tuesday, January 18, 2022
8. Attendees
(1) All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. by the end of trading at Shenzhen Stock Exchange on the afternoon of January 18, 2022 (Tuesday). All shareholders of the above-mentioned company have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend and vote. The proxy of the shareholder may not be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyers and other relevant personnel employed by the company.
9. Venue:
Conference room Xi’An Tian He Defense Technology Co.Ltd(300397) No. 158, West Avenue, high tech Zone, Xi’an.
2、 Matters considered at the meeting
The meeting considered the following proposals:
1. Review the proposal on capital increase of wholly-owned subsidiaries;
2. Review on the revision of the regulations on wholly owned subsidiaries
<西安天和腾飞通讯产业园有限公司章程>
Proposal of the;
3. Review the proposal on providing counter guarantee for bank loans of holding subsidiaries.
The proposal of this meeting has been deliberated and adopted at the 21st Meeting of the Fourth Board of directors of the company, and the independent directors have expressed their agreed independent opinions on relevant matters. For details, see the relevant announcements or documents issued by the company on the gem information disclosure website designated by the CSRC on the same day.
The above proposals are special resolutions, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The proposal of this shareholders’ meeting shall be counted separately for the voting of small and medium-sized investors (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 listed company).
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 proposal on capital increase of wholly owned subsidiaries √
2.00 amendment to the regulations on wholly owned subsidiaries
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√
Proposal for
3.00 proposal on providing counter guarantee for bank loans of holding subsidiaries √
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 person shareholders attending the meeting shall go through the registration formalities with the shareholder account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If the legal person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, a copy of the business license stamped with the official seal, the power of attorney (see Annex 3 for details) and the client’s shareholder account card;
(2) Natural person shareholders shall go through the registration procedures with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, power of attorney (see Annex 3 for details), the client’s shareholder account card and ID card;
(3) Shareholders of the company can register by on-site, letter or fax, and do not accept telephone registration. For shareholders registered by letter or fax, please carefully fill in the registration form for shareholders’ participation (see Annex 2 for details), and attach a copy of ID card and shareholders’ account for registration confirmation. Fax and letter shall be delivered to the Securities Department of the company before 17:00 on January 19, 2022. Please send the letter to Xi’An Tian He Defense Technology Co.Ltd(300397) securities department, No. 158, West Avenue, high tech Zone, Xi’an, post code: 710119 (please indicate “the first extraordinary general meeting of shareholders in 2022” on the envelope). For fax registration, please send a fax and call for confirmation.
(4) Note: shareholders and shareholders’ agents attending the on-site meeting must arrive at the meeting place half an hour before the start of the meeting, and bring the original identity certificate, shareholders’ account card, power of attorney and other originals to sign in.
2. Registration time: 9:30-11:30, 14:00-17:00, January 19, 2022.
3. Registration place: Securities Department Xi’An Tian He Defense Technology Co.Ltd(300397) No. 158, West Avenue, high tech Zone, Xi’an city.
4. Meeting contact information
Contact: Pan Guodong, Zhang Jiaqi
Tel: 029-884533
Fax: 029-88452228
Email: [email protected].
Address: Securities Department Xi’An Tian He Defense Technology Co.Ltd(300397) No. 158, West Avenue, hi tech Zone, Xi’an. The on-site meeting of the shareholders’ meeting lasts half a day, and the participants shall bear their own expenses such as accommodation and transportation.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform, and shareholders can vote through the Shenzhen stock exchange system and the Internet（ http://wltp.cn.info.com..cn. ）, see Annex 1 for the operation flow of online voting.
6、 Relevant precautions
1. It is recommended to give priority to online voting to participate in the general meeting of shareholders
In order to cope with the prevention and control of New Coronavirus pneumonia, maintain the health and safety of participants and shareholders’ agents, reduce crowd aggregation, reduce public health risks and personal infection risks, it is recommended that shareholders choose the way of online voting to participate in this shareholders’ meeting.
2. Precautions for on-site attendance
The on-site meeting of the company’s general meeting of shareholders is held in Xi’an, Shaanxi Province. The on-site shareholders must pay attention to and comply with the provisions and requirements on declaration, isolation and observation of health status in advance. The company will strictly comply with the epidemic prevention and control requirements of relevant government departments, and strictly register and manage the on-site shareholders. Shareholders who do not meet the relevant provisions and requirements for epidemic prevention and control will not be able to enter the site of the shareholders’ meeting.
In view of the current epidemic prevention and control situation and policies may change at any time, shareholders and shareholders’ agents attending the meeting must confirm the latest epidemic prevention requirements before traveling to ensure smooth participation.
7、 Documents for future reference
Resolution of the 21st Meeting of the 4th board of directors of the company.
It is hereby announced
Board of directors January 5, 2002
Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “350397”, and the voting abbreviation is “Tianhe voting”.
2. Fill in voting opinions
The proposals of the general meeting of shareholders are non cumulative voting proposals, and the voting opinions are filled in: agree, disagree and abstain. 3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals.
In case of repeated voting by shareholders on the same proposal, the first valid vote shall prevail. If the shareholder votes on the sub proposal first and then on the general proposal, the voting opinion of the sub 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 sub 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 January 21, 2022, i.e. 9:15-9:25, 9:30-11:30, 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
1. The Internet voting system starts voting at 9:15-15:00 on January 21, 2022.
2. For online voting through the Internet voting system, shareholders shall handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ network services of Shenzhen Stock Exchange 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 2:
Xi’An Tian He Defense Technology Co.Ltd(300397)
Registration form of shareholders’ Participation
Shareholder’s name and ID number
(business license No.)
Shareholder’s account card number and number of shares held
Contact telephone contact address
E-mail zip code
Whether I attend the meeting or not remarks: the first extraordinary general meeting of shareholders in 2022
specific date
Note: 1 Please attach a copy of your ID card (a copy of the legal person’s business license with official seal);
2. For those who entrust others to attend, they shall also fill in the power of attorney (see Annex 3) and provide a copy of the trustee’s ID card.
Annex 3:
Power of attorney
I hereby authorize Mr. / Ms. to attend Xi’an Xi’An Tian He Defense Technology Co.Ltd(300397) Technology Co., Ltd. on behalf of me (the company)
At the first extraordinary general meeting of shareholders of the company in 2022, the trustee made a proposal on the agenda of the meeting in accordance with
The company (person) shall exercise the right to vote in accordance with the instructions listed in the table below for the temporary proposal or that may be included in the agenda of the meeting
For other proposals for which the company (the trustee) has not made specific instructions, the trustee (enjoys or does not enjoy) voting rights, and
(may or may not) vote according to their own wishes:
Name of the client (signature and seal):
Account number of the trustor’s shareholder: number of shares held:
Client ID number (legal person shareholder’s business license number):
Trustee (signature): the ID number of the trustee:
Date of entrustment: mm / DD / 2022
Validity period of this authorization: from the signing date of this authorization
