Securities code: Appotronics Corporation Limited(688007) securities abbreviation: Appotronics Corporation Limited(688007) Appotronics Corporation Limited(688007)
Materials of the first extraordinary general meeting of shareholders in 2022
March 2022
The first extraordinary general meeting of shareholders in 2022
catalogue
Notes to the first extraordinary general meeting of shareholders in 202212022 voting agenda of the first extraordinary general meeting of shareholders Proposal of the first extraordinary general meeting of shareholders in 2002 5 proposal 1 proposal on electing Mr. Yu Zhuoping as a non independent director of the company 5 proposal 2 proposal on the prediction of comprehensive credit line and guarantee line of the company and its subsidiaries in 2022 7 proposal 3 proposal on repurchase of shares of the company by means of centralized bidding transaction eight
Appotronics Corporation Limited(688007)
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 relevant provisions of 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 Appotronics Corporation Limited(688007) articles of association and the rules of procedure of Appotronics Corporation Limited(688007) general meeting of shareholders, The instructions for the first extraordinary general meeting of shareholders in 2022 are hereby formulated:
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the 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 the general meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees attending the general meeting are invited to arrive at the venue on time to sign in and confirm their qualifications. 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 proxies who request to speak shall speak in accordance with the agenda of the meeting and with the permission of the chairman of the meeting. When more than one shareholder and shareholder's agent request to speak at the same time, those who raise their hands first shall speak first; When the order cannot be determined, the speaker shall be designated by the host, and the shareholders who temporarily request to speak shall be arranged after the shareholders who register to speak. During the meeting, only shareholders and their agents are allowed to speak or ask questions. The speeches or questions of shareholders and their agents shall focus on the topics of the meeting, be concise and concise, and the time shall not exceed 5 minutes.
6、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies 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. 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、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
12、 In order to ensure the rights and interests of each shareholder participating in the meeting, the participants should pay attention to maintaining the order of the meeting place during the meeting, do not walk around at will, adjust the mobile phone to the silent state, and refuse to record, video and take photos during the meeting. The participants should leave the meeting place after the meeting is over without special reasons.
13、 The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves. 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、 Please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022016) and the announcement on adding interim proposals to the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022022) disclosed by the company on the website of Shanghai Stock Exchange on March 14, 2022 and March 21, 2022 respectively.
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 ensure that your temperature is normal and there are no symptoms such as respiratory discomfort. You must wear masks and other protective equipment on the day of the meeting and do a good job of personal protection; On the day of the meeting, the company will measure and register the temperature of the participants according to the requirements of epidemic prevention and control. Only shareholders or shareholders' agents with normal temperature and green health code can attend the meeting. Please cooperate.
Appotronics Corporation Limited(688007)
Voting 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 29, 2022
2. Venue of the on-site meeting: company conference room, 22F, United headquarters building, high tech Zone, No. 63 Xuefu Road, Yuehai street, Nanshan District, Shenzhen
3. Meeting mode: the combination of on-site voting and online voting
Online voting time: from March 29, 2022 to March 29, 2022, the online voting system 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.
4. Convener of the meeting: Appotronics Corporation Limited(688007) board of directors
2、 Agenda of the meeting
(I) attendance of participants
(II) the host announces the commencement of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting, the number of shareholders' representatives 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
Name of proposal
1. Proposal on electing Mr. Yu Zhuoping as a non independent director of the company
2 proposal on the prediction of comprehensive credit line and guarantee line of the company and its subsidiaries in 2022
Case
3. Proposal on repurchase of shares of the company through centralized bidding transaction
(VI) speeches and questions of shareholders and their agents
(VII) shareholders present at the meeting and their proxies vote on various proposals
(VIII) adjourn the meeting and count the on-site voting results
(IX) resume the meeting and read out the on-site voting results and the passage of proposals
(x) witness the lawyer to read out the legal opinion
（11） Signing meeting documents
（12） End of site meeting
Proposal 1:
Appotronics Corporation Limited(688007)
Proposal on electing Mr. Yu Zhuoping as a non independent director of the company
Dear shareholders and their agents
In accordance with the company law of the people's Republic of China and other laws and regulations as well as the relevant provisions of the articles of association, the nomination committee of the board of directors reviewed and approved the proposal on electing Mr. Yu Zhuoping as a non independent director of the company, and agreed to nominate Mr. Yu Zhuoping (see the attachment for resume) as a candidate for non independent director of the second board of directors of the company, The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the second board of directors.
For details, please refer to the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 14, 2022 Announcement on change of directors (Announcement No.: 2022011).
The above proposals have been deliberated and adopted at the 8th meeting of the second board of directors of the company, and are hereby submitted to the general meeting of shareholders for deliberation Appotronics Corporation Limited(688007) board of directors attachment:
Resume of Mr. Yu Zhuoping
Mr. Yu Zhuoping, born in 1960, received a bachelor's degree and a master's degree in mechanical engineering from Tongji University and a doctor's degree in automotive engineering from Tsinghua University. He is currently the director of the Collaborative Innovation Center for intelligent new energy vehicles of Tongji University, the vice president of China Automotive Engineering Society, the vice president of China hydrogen energy alliance and the director of the expert committee, the chairman of Tongji automobile design and Research Institute Co., Ltd. and the chairman of Nanchang Jiling New Energy Technology Co., Ltd, Director of Shanghai motor vehicle testing and Certification Technology Research Center Co., Ltd., director of Beijing Sinohydro Zhonglian Hydrogen Energy Technology Research Institute Co., Ltd., chairman and general manager of Shanghai intelligent new energy vehicle science and innovation function platform Co., Ltd., non-executive director of Huazhong vehicle Holding Co., Ltd., Shanghai Haili (Group) Co., Ltd., Weichai Power Co.Ltd(000338) , Ningbo Shenglong Automotive Powertrain System Co.Ltd(603178) , Huayu Automotive Systems Company Limited(600741) independent directors.
As of the disclosure date of this announcement, Mr. Yu Zhuoping does not hold the company's shares and has no relationship with the controlling shareholder and actual controller of the company, shareholders holding more than 5% of the company's shares and other directors, supervisors and senior managers of the company; There is no punishment by the CSRC and other relevant departments or punishment by the Shanghai Stock Exchange, nor is there any situation that cannot be nominated as a director of a listed company under the provisions of the company law and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, nor is it a dishonest person to be executed.
Proposal 2:
Appotronics Corporation Limited(688007)
Proposal on the prediction of comprehensive credit line and guarantee line of the company and its subsidiaries in 2022, shareholders and shareholder agents:
In order to meet the needs of operation and development, the company and its subsidiaries intend to apply for a comprehensive credit line of no more than RMB 4.1 billion from banks and other financial institutions in 2022, which is mainly used for handling working capital loans, fixed asset loans, contract financing, M & A loans, issuing bank acceptance bills, letters of credit, letter of guarantee, bill discount, bank factoring, trade financing, supply chain financing, internal guarantee and external loan, etc, The specific business type, credit line and term shall be subject to the final approval of each financial institution.
In order to meet the operation and development needs of subsidiaries and improve the decision-making efficiency of the company, the company plans to provide guarantee lines with a total amount of no more than RMB 2.1 billion for the financing within the above comprehensive credit lines for the subsidiaries within the scope of consolidated statements, such as Zhongying Guangfeng laser Cinema Technology (Beijing) Co., Ltd., fengmi (Chongqing) Innovation Technology Co., Ltd., fengmi (Beijing) Technology Co., Ltd. and Guangfeng optoelectronics Hong Kong Co., Ltd. The subsidiaries within the consolidation scope can provide mutual guarantee, and the total amount of mutual guarantee is expected to be no more than RMB 350 million. The guarantee methods include guarantee, mortgage, pledge, etc. the specific guarantee period shall be subject to the guarantee contract signed at that time.
The general meeting of shareholders is requested to authorize the operation and management of the company to fully handle the specific matters related to the company's application for credit and guarantee to financial institutions within the scope of the above comprehensive credit line and guarantee line according to the needs of the actual operation of the company. It is expected that the authorization period of the comprehensive credit line and guarantee line will be from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022 to the date of convening the annual general meeting of shareholders in 2022.
For details, please refer to the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 14, 2022 Announcement on the prediction of comprehensive credit line and guarantee line of the company and its subsidiaries in 2022 (Announcement No.: 2022012).
The above proposals have been deliberated and adopted at the 8th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, and are now submitted to the general meeting of shareholders for deliberation.
Appotronics Corporation Limited(688007) board meeting proposal 3:
Appotronics Corporation Limited(688007)
Proposal on the plan of repurchasing the company's shares by means of centralized bidding transaction
Dear shareholders and their agents
Based on the confidence in the future development prospect of the company and the high recognition of the value of the company, in order to enhance the confidence of investors in the company and safeguard the interests of investors, and on the basis of the company's operation, main business development prospect, financial status and future profitability, the controlling shareholder of the company proposed to the board of directors to repurchase the shares of the company with over raised funds through centralized bidding transaction, And use the repurchased shares for the employee stock ownership plan at an appropriate time in the future
