Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022038 Shenzhen Topband Co.Ltd(002139)
Announcement on the addition of interim proposals and supplementary notice of the 2021 annual general meeting of shareholders
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.
Special tips:
On March 23, 2022, the company received the proposal on increasing the interim proposal of the 2021 annual general meeting of shareholders submitted in writing by Mr. Wu Yongqiang, the controlling shareholder of the company (holding a total of 212008715 shares of the company, accounting for 16.87% of the total share capital of the company), which was deliberated and adopted at the 22nd (Interim) meeting of the seventh board of directors held on March 24, 2022, It is agreed to add the proposal on the compliance of the company's spin off subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to the gem of Shenzhen stock exchange with the provisions of relevant laws and regulations, and the proposal on the initial public offering of RMB common shares (A shares) of the company's spin off subsidiary Shenzhen Research Control Automation Technology Co., Ltd Proposal on Shenzhen Topband Co.Ltd(002139) spin off the subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem, Shenzhen Topband Co.Ltd(002139) spin off the subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem of Shenzhen Stock Exchange in accordance with the rules for the spin off of listed companies (Trial) The proposal on separating Shenzhen Yankong Automation Technology Co., Ltd. from the gem of Shenzhen stock exchange is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, the proposal on the company's ability to maintain independence and sustainable operation, and the proposal on the corresponding standardized operation ability of Shenzhen Yankong Automation Technology Co., Ltd The proposal on the completeness and compliance of the legal procedures and the effectiveness of the legal documents submitted by the spin off and listing of Shenzhen Research Control Automation Technology Co., Ltd., a subsidiary of the company, and the proposal on Authorizing the board of directors and its authorized persons to fully handle the matters related to the listing of Shenzhen Research Control Automation Technology Co., Ltd. on the gem of Shenzhen Stock Exchange Temporary proposals such as the proposal on the purpose, commercial rationality, necessity and feasibility analysis of the spin off. In addition to the above-mentioned proposals, the matters listed in the notice of Shenzhen Topband Co.Ltd(002139) on convening the 2021 annual general meeting of shareholders disclosed on March 22, 2022 have not changed.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders
2. Convener: Board of directors
3. The proposal for convening this general meeting of shareholders has been deliberated and adopted at the 21st Meeting of the seventh board of directors and the 22nd (Interim) meeting of the seventh board of directors, which is in line with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time
(1) On site meeting time: 2:30 pm on Tuesday, April 12, 2022.
(2) Online voting time: the online voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on April 12, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on April 12, 2022.
5. Meeting method: the shareholders' meeting adopts the combination of on-site voting and online voting. The company will use the Shenzhen stock exchange trading system and Internet voting system（ 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 online voting time. The shareholders of the company can only choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first valid voting result shall prevail.
6. Equity registration date: April 6, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all ordinary shares of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not need to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company;
(3) The lawyer of the law firm hired by the company.
8. Venue: meeting room of Tuobang Industrial Park Company, Keji 2nd Road, Shiyan street, Bao'an District, Shenzhen
2、 Matters considered at the meeting
1. The meeting voted on the following proposals:
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative voting
1.00 proposal on 2021 annual report and summary √
2.00 proposal on financial statement report of 2021 √
3.00 proposal on profit distribution plan in 2021 √
4.00 proposal on the work report of the board of supervisors in 2021 √
5.00 proposal on the work report of the board of supervisors in 2021 √
6.00 proposal on the remuneration of directors of the company in 2021 √
7.00 proposal on the remuneration of supervisors in 2021 √
8.00 on the application of the company and its subsidiaries to the bank for comprehensive grant in 2022 √
Proposal on credit limit
9.00 proposal on reappointment of 2022 audit institution √
About the company's spin off of its subsidiary Shenzhen Research Control Automation Technology Co., Ltd
10.00 the listing of a company limited by shares on the gem of Shenzhen Stock Exchange meets √
Proposal on relevant laws and regulations
About the company's spin off of its subsidiary Shenzhen Research Control Automation Technology Co., Ltd
11.00 initial public offering of RMB ordinary shares (A shares) by a joint stock limited company √
Proposal on stock
About Shenzhen Topband Co.Ltd(002139) spin off of subsidiaries
12.00 √ from Shenzhen Research Control Automation Technology Co., Ltd. to GEM Listing
Proposal of the plan
About the company's spin off of its subsidiary Shenzhen Research Control Automation Technology Co., Ltd
13.00 the listing of a company limited by shares on the gem of Shenzhen Stock Exchange meets √
Proposal on the rules for the spin off of listed companies (for Trial Implementation)
About the spin off of Shenzhen Yankong Automation Technology Co., Ltd
14.00 listing on the gem of Shenzhen stock exchange is conducive to safeguarding shareholders and bonds √
Proposal on the legitimate rights and interests of the obligee
15.00 proposal on the company's ability to maintain independence and sustainable operation √
16.00 "about Shenzhen Research Control Automation Technology Co., Ltd. √
Proposal on standardizing operation capability
About Shenzhen Research Control Automation Technology Co., Ltd., a subsidiary of the company
17.00 completeness and compliance of legal procedures for the spin off and listing of limited companies √
And the validity of the legal documents submitted
On Authorizing the board of directors and its authorized persons to handle Shenzhen Research
18.00 Control Automation Technology Co., Ltd. made √ in Shenzhen Stock Exchange
Proposal on matters related to the listing of the industry board
19.00 on the purpose, commercial rationality, necessity and feasibility of this spin off √
Proposal on sex analysis
Note: 100 yuan represents voting on the general proposal, that is, voting on all proposals considered at the general meeting of shareholders, 1.00 yuan represents voting on proposal 1, 2.00 yuan represents voting on proposal 2, and so on.
2. The above proposals have been approved at the 21st Meeting of the seventh board of directors, the 22nd (Interim) meeting of the seventh board of directors, the 17th meeting of the seventh board of supervisors and the 18th (Interim) meeting of the seventh board of supervisors held on March 18, 2022 and March 24, 2022. See the company's securities times and cninfo.com on March 22 and March 26, 2022 for details（ http://www.cn.info.com.cn. ）The announcement on the resolution of the 21st Meeting of the seventh board of directors, the announcement on the resolution of the 22nd (Interim) meeting of the seventh board of directors, the announcement on the resolution of the 17th meeting of the seventh board of supervisors and the announcement on the resolution of the 18th (Interim) meeting of the seventh board of supervisors disclosed.
3. If the shareholders' meeting requires more than 5% of the total shares of the listed company to be voted by the shareholders' meeting or the supervisors of the listed company (if the shareholders' meeting requires more than 5% of the total shares of the listed company to be voted by the shareholders' meeting, it refers to the shareholders' meeting or the supervisors of the listed company).
4. Other matters: in addition to the above proposals to be considered, the general meeting of shareholders will also hear the work report of independent directors in 2021, which is an agenda of the general meeting of shareholders in 2021, but not considered separately as a proposal.
3、 Meeting registration items
1. If a natural person shareholder attends in person, he / she shall register with his / her ID card and securities account card; If an agent is entrusted to attend, registration shall be handled on the strength of the agent's ID card, power of attorney and the principal's securities account card. 2. If the legal representative of the legal person shareholder is present, the registration shall be handled on the strength of his / her ID card, the identity certificate of the legal representative, the copy of the business license of the legal person unit (with official seal affixed) and the securities account card; If a legal person shareholder entrusts an agent to attend, it shall register with the agent on the strength of the agent's ID card, power of attorney, copy of the business license of the legal person unit (stamped with official seal) and securities account card.
3. You can register on site, by letter or fax with the above relevant certificates. The fax or letter shall be subject to the time of arrival at the company (telephone registration is not accepted).
4. Registration time: 9:00-11:30 a.m. and 14:30-17:00 p.m. on April 7, 2022.
5. Registration place: Board Office of Tuobang Industrial Park, Keji 2nd Road, Shiyan street, Bao'an District, Shenzhen. Please indicate the words "general meeting of shareholders" on the letter.
6. On site meeting contact information
Address: Board Office of Tuobang Industrial Park, Keji 2nd Road, Shiyan street, Bao'an District, Shenzhen.
Contact: Wen Zhaohui
Tel: 075526957035
Contact Fax: 075526957440
Postal Code: 518108
7. The duration of the on-site meeting is expected to be half a day, and the accommodation and transportation expenses of the participating shareholders shall be borne by themselves.
5、 Specific operation process of participating in online voting
This meeting provides shareholders with a voting platform in the form of network. Shareholders of the company can use the trading system of Shenzhen Stock Exchange or the Internet system（ http://wltp.cn.info.com.cn. ）Participate in online voting. See Annex 1 for matters related to online voting.
6、 Documents for future reference
1. Resolutions of the 21st Meeting of the 7th board of directors;
2. Resolutions of the 22nd (Interim) meeting of the 7th board of directors;
3. Resolutions of the 17th meeting of the 7th board of supervisors;
4. Resolutions of the 18th (Interim) meeting of the 7th board of supervisors.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of directors March 26, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: "362139"; Voting abbreviation:“
