KTK GROUPCo., Ltd.
The second extraordinary general meeting of shareholders in 2022
Meeting materials
March 28, 2022
catalogue
Notes to the second extraordinary general meeting of shareholders in 2022 Arrangement of the second extraordinary general meeting of shareholders in 2002 5 agenda of the second extraordinary general meeting of shareholders in 2002 6 proposal 1: proposal on repurchase and cancellation of restricted shares granted to some incentive objects that have not yet been lifted 7 proposal 2: proposal on Amending the articles of Association nine
Notes to the second 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 second extraordinary general meeting of shareholders of Ktk Group Co.Ltd(603680) (hereinafter referred to as the "meeting") in 2022 (hereinafter referred to as the "meeting") and ensure the smooth progress of the meeting, in accordance with the rules of the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") These instructions are hereby formulated in accordance with the provisions of Ktk Group Co.Ltd(603680) articles of Association (hereinafter referred to as the "articles of association").
1、 In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the articles of association and other provisions, the company has earnestly done a good job in convening this meeting.
2、 The company sets up the Secretariat of the general meeting of shareholders, which is specifically responsible for matters related to the procedures of the general meeting.
3、 The meeting was held in the form of on-site meeting and voted by combining on-site and network. 4、 Shareholders participating in the on-site meeting of this meeting shall enjoy the right to speak, question, vote and other rights according to law. At the same time, they must earnestly perform their legal obligations and shall not infringe on the rights and interests of other shareholders or disturb the order of the meeting.
5、 If a shareholder requests to speak at the general meeting, please register with the Secretariat of the general meeting of shareholders 15 minutes before the meeting, show the valid certificate of shareholding, and fill in the "speech registration form". In principle, the number of registered speakers is limited to 10. If more than 10, the top 10 shareholders with more shares shall be arranged first, and the order of speaking shall also be the one with more shares.
6、 In the process of this meeting, shareholders who temporarily request to speak shall register with the Secretariat of the meeting and fill in the "speech registration form". They can speak only with the permission of the host of this meeting.
7、 The speaking time of each shareholder is generally no more than five minutes.
8、 Voting method is adopted in this meeting. Shareholders exercise their voting rights according to the number of voting shares they hold. The proposal of this meeting is a non cumulative voting proposal. Each shareholder has one vote for each share. When voting, the shareholders attending the on-site meeting shall choose one of the three items of "yes", "no" and "abstention" under each proposal in the voting vote, and mark it with "√". The votes that are not filled in, incorrectly filled in, illegible handwriting or not voted shall be deemed as "abstention".
See the disclosure media designated by the company and the website of Shanghai Stock Exchange on March 10, 2022 for the online voting operation process（ http://www.sse.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 published.
9、 The company shall adhere to the principle of simplicity when convening the general meeting of shareholders, and shall not give additional economic benefits to shareholders (or entrusted agents) attending the meeting.
10、 The company hired lawyers from Jiangsu Lotte law firm to attend and witness the meeting and issue legal opinions.
Ktk Group Co.Ltd(603680)
Arrangement of the second extraordinary general meeting of shareholders in 2022
On site meeting time: 10:00, March 28, 2022 (Monday)
Venue: conference room of science and technology building, No. 88 Jinchuang Road, Yaoguan Town, Wujin District, Changzhou City, Jiangsu Province
Ktk Group Co.Ltd(603680)
Agenda of the second extraordinary general meeting of shareholders in 2022
1、 The host read out the instructions to the meeting and introduced the attendance of the meeting; 2、 Read out the proposal; 1. Proposal on repurchase and cancellation of restricted shares granted to some incentive objects that have not yet been lifted 2. Proposal on Amending the articles of association 3. Election of vote counters and scrutineers; 4、 Shareholders' voting proposal; 5、 Summarize the voting results; 6、 Read out the voting results; 7、 Witness lawyers to give legal opinions on the meeting; 8、 The moderator declared the meeting closed.
The second extraordinary general meeting of shareholders in 2022
Motion 1
Ktk Group Co.Ltd(603680)
Proposal on repurchase and cancellation of restricted shares granted to some incentive objects that have not yet been lifted
Dear shareholders and shareholder representatives
Due to the resignation of some incentive objects in the company's 2018 restricted stock incentive plan (hereinafter referred to as the "incentive plan") and the failure to achieve the company's performance assessment objectives, according to the relevant provisions of the 2018 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), the company decided to repurchase some restricted shares granted to incentive objects under the incentive plan but not lifted the restriction on sales. The specific circumstances are as follows:
1、 The reason, quantity, price and source of repurchase funds for the cancellation of restricted shares in this repurchase
1. Reasons for repurchase
(1) Turnover incentive object
Hua Weijuan and other five incentive objects in the company's incentive plan have resigned. According to the relevant provisions of "II. Changes in the personal situation of incentive objects" in "Chapter XIII handling of changes in the company / incentive objects" of the incentive plan, the above five incentive objects no longer meet the incentive conditions related to the incentive plan, A total of 43680 restricted shares that have been granted but have not been lifted under this incentive plan shall not be lifted and shall be repurchased and cancelled by the company.
(2) Performance assessment objectives not achieved
On March 2, 2022, the company disclosed the announcement of 2021 annual performance express. The company's operating revenue in 2021 is expected to be 3.795 billion yuan. The company's performance assessment target in 2021 is "based on the operating revenue in 2017, and the growth rate of operating revenue in 2021 is no less than 36%", that is, 3.987 billion yuan. The company has not completed the performance assessment target in 2021. According to the incentive plan, in addition to the incentive objects who leave or retire, a total of 6099990 restricted shares granted to 156 incentive objects corresponding to the fourth release period shall be repurchased and cancelled by the company.
2. Repurchase quantity
According to the relevant provisions of the incentive plan, the repurchase and cancellation of restricted shares involves a total of 5 incentive objects who no longer have the incentive qualification due to resignation, and the number of restricted shares to be repurchased and cancelled is 43680; A total of 156 incentive objects failed to achieve the company's performance assessment objectives are involved, and the number of restricted shares to be repurchased and cancelled is 6099990 shares, a total of 6143670 shares.
3. Repurchase price
Since the company implemented the equity distribution plan of RMB 1.7 per 10 shares in 2020, it was completed in July 2021. According to the relevant provisions of the incentive plan, the repurchase price of restricted shares in the incentive plan has been adjusted. After adjustment, the repurchase price of the restricted shares granted to the incentive objects who have resigned this time and have not yet lifted the restrictions on sales is about 7.44 yuan / share, and the repurchase price of the restricted shares granted to the incentive objects who have not reached the company's performance assessment objectives this time and have not yet lifted the restrictions on sales is about 7.53 yuan / share (the grant price plus the interest on bank deposits in the same period).
4. Source of repurchase funds
The funds that the company intends to use to pay for the repurchase of restricted shares this time are its own funds, and the total repurchase price is about 46 million yuan.
3、 Changes in the company's share capital structure after the completion of the repurchase and cancellation
After the cancellation of this repurchase, the total share capital of the company will be changed from 789862437 shares to 783718767 shares. The changes in the capital structure of the company are as follows:
Before and after the change in the number of shares
Tradable shares with limited sales conditions 6143670 - 6143670
Tradable shares without restrictions 783718767 - 783718767
Total shares 789862437 - 6143670783718767
Note: the above changes in the share capital structure shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the completion of the repurchase and cancellation.
4、 Impact of this repurchase on cancellation of restricted shares
The repurchase and cancellation of restricted shares will not have a material impact on the company's financial status and operating results, will not have a significant impact on the company's production and operation, and will not damage the interests of the company and shareholders' rights and interests.
The above proposals have been deliberated and adopted at the 12th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, and are hereby submitted to the general meeting of shareholders for deliberation.
The second extraordinary general meeting of shareholders in 2022
Motion II
Ktk Group Co.Ltd(603680)
Proposal on Amending the articles of Association
Dear shareholders and shareholder representatives
According to the relevant provisions of the incentive plan, due to the resignation of some incentive objects and the failure to achieve the company's performance evaluation objectives in this incentive plan, the company decided to buy back and cancel 6143670 restricted shares granted to some incentive objects but not lifted according to this incentive plan. After the completion of the above matters, the total share capital of the company was changed from 789862437 shares to 783718767 shares, and the registered capital was changed from 789862437 yuan to 783718767 yuan.
At the same time, in order to further standardize corporate governance, in accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the governance of listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, and in combination with the actual situation of the company, The company plans to amend the relevant provisions of the articles of association.
Therefore, the company amended the relevant provisions of the articles of association and handled the industrial and commercial registration of changes according to the above situation. The specific amendments are as follows:
The original articles of association and the revised articles of Association
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 78986243700. 783718767 million yuan.
Article 19 the total number of shares of the company is Article 19 the total number of shares of the company is 789862437 shares, all of which are ordinary shares in RMB. 783718767 million shares, all of which are RMB ordinary shares.
Article 23 the company may not purchase its own shares under the following circumstances. Except under any of the following circumstances in accordance with laws, administrative regulations, departmental rules and the articles of association:
It is stipulated that the acquisition of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company;
(II) cooperate with other companies holding shares of the company (III) use shares for employee stock ownership plan or equity merger; Excitation;
(III) use the shares for the employee stock ownership plan or (IV) the company merger and incentive rights made by the shareholders for the general meeting of shareholders; Dissenting from the division resolution and requiring the company to purchase its shares. (IV) the shareholders who disagree with the resolution of the general meeting of shareholders on the company's joint (V) conversion of shares into convertible merger and Division issued by the listed company require the company to purchase its shares into corporate bonds;
of (VI) it is necessary for a listed company to maintain the value of the company and the rights and interests of shareholders (V) to convert its shares into shares issued by a listed company. Corporate bonds convertible into shares;
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company and shareholders holding more than 5% of the company's shares shall sell their shares of the company or other shares of the nature of equity within 6 months after buying, or buy them again within 6 months after selling, The securities thus purchased shall be sold within 6 months after purchase, or the proceeds from sale shall belong to the company, and the board of directors of the company will buy them again within 6 months after recovery, and the proceeds from this shall belong to the company. However, the board of directors of the company will recover the income from the purchase and sale of all securities companies due to underwriting. However, if a securities company holds more than 5% of the shares after the sale of the remaining shares, it is not subject to the six-month time limit for the securities company to hold the shares due to the exclusive sale of the remaining shares after the sale. have
