Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022037 Shenzhen Topband Co.Ltd(002139)
Announcement on adding the interim proposal of 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.
1、 Reasons for adding temporary proposals to the 2021 annual general meeting of shareholders
On March 23, 2022, the company received the proposal on increasing the interim proposal of the 2021 annual general meeting submitted in writing by Mr. Wu Yongqiang, the controlling shareholder and actual controller of the company (holding 16.87% of the shares of the company), and proposed to add the relevant proposal on splitting the subsidiary and listing on the venture board of Shenzhen Stock Exchange to the 2021 annual general meeting of the company for deliberation. The proposal on the initial public offering of shares of Shenzhen Technology Research Co., Ltd. to the subsidiary of Shenzhen Technology Research Co., Ltd. in accordance with the relevant laws and regulations of Shenzhen Stock Exchange, and the proposal on the initial public offering of shares of a subsidiary controlled by Shenzhen Technology Research Co., Ltd The proposal on Shenzhen Topband Co.Ltd(002139) spin off the subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to the gem listing plan, the proposal on the company spin off the subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to the GEM Listing 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 Proposal on the purpose, commercial rationality, necessity and feasibility analysis of this spin off. 2、 Procedures for adding interim proposals at the 2021 annual general meeting of shareholders
On March 23, 2022, the company received the proposal on increasing the interim proposal for the 2021 annual general meeting of shareholders submitted in writing by the controlling shareholder and the actual controller.
According to the relevant provisions of the company law and other relevant laws and regulations, the articles of association and the rules of procedure of Shenzhen Topband Co.Ltd(002139) shareholders' meeting on adding temporary proposals: shareholders who individually or jointly hold more than 3% of the company's shares may put forward temporary proposals and submit them to the convener in writing 10 days before the shareholders' meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and disclose the contents of the interim proposal to the shareholders. The board of directors of the company believes that Mr. Wu Yongqiang holds 16.87% of the shares of the company. The above-mentioned interim proposal belongs to the terms of reference of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the relevant provisions of laws, regulations and the articles of association.
Based on the above reasons, the company held the 22nd (Interim) meeting of the 7th board of directors on March 24, 2022, deliberated and adopted the proposal on increasing the interim proposal of the 2021 annual general meeting of shareholders, the proposal on the compliance with relevant laws and regulations of the company's spin off of its subsidiaries' research and control automation to the gem of Shenzhen Stock Exchange The proposal on the initial public offering of RMB common shares (A shares) by the company's spin off subsidiary research control automation, the proposal on the plan for Shenzhen Topband Co.Ltd(002139) spin off of its subsidiary Shenzhen Research Control Automation Technology Co., Ltd. to be listed on the gem, the proposal on the compliance with the spin off rules of listed companies for the spin off of its subsidiary research control automation to be listed on the gem of Shenzhen Stock Exchange (for Trial Implementation) 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 for the spin off and listing of the company's subsidiary Shenzhen Research Control Automation Technology Co., Ltd. and the effectiveness of the legal documents submitted, 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 The proposal on the purpose, commercial rationality, necessity and feasibility analysis of this spin off, and agreed to submit relevant interim proposals to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
Resolution of the 22nd (Interim) meeting of the 7th board of directors of the company.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of directors March 26, 2022
