Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022029 Topsec Technologies Group Inc(002212)
Notice on convening the second extraordinary general meeting 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.
Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company” or “the company”) the 20th meeting of the sixth board of directors was held by means of communication voting on March 27, 2022. The meeting decided to hold the second extraordinary general meeting of shareholders in 2022 on April 13, 2022.
The general meeting of shareholders adopts the combination of on-site voting and online voting, and the votes of small and medium-sized investors (except directors, supervisors, senior managers of listed companies and other shareholders who individually or jointly hold more than 5% of the shares of the company) are counted separately. The relevant matters are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
(II) convener of the general meeting of shareholders: the board of directors of the company
At the 20th meeting of the 6th board of directors held on March 27, 2022, the company deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 and decided to convene this general meeting of shareholders.
(III) legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
(IV) date and time of the meeting:
On site meeting time: 14:30, April 13, 2022
Online voting time: April 13, 2022
The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on April 13, 2022; The specific time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 to 15:00 on April 13, 2022.
(V) convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. The company adopts the trading system and Internet voting system of Shenzhen Stock Exchange
（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time.
Shareholders of the company can only choose one of on-site voting, Shenzhen Stock Exchange Trading System voting and Shenzhen Stock Exchange Internet system voting. If the same voting right is voted repeatedly through the site, trading system and Internet, the first vote shall prevail.
(VI) equity registration date of the meeting: April 8, 2022
(VII) attendees:
1. Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
As of the closing of the afternoon of April 8, 2022, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company;
3. Witness lawyer employed by the company;
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
Room 307, Jinzhu Industrial Street, Shantou, Guangdong Province
2、 Matters considered at the meeting
(I) name of the proposal submitted to the shareholders’ meeting for voting
Note: the column with the code checked in the name of the proposal can vote
100 total proposal √
Non cumulative voting proposal
1.00 about the company’s “striver” phase I stock option incentive plan (Draft) and its √
Proposal to be
2.00 “on the formulation of the company’s Proposal on management measures
3.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive √
4.00 √ on the company’s “striver” phase I employee stock ownership plan (Draft) and its summary
Proposal
5.00 proposal on the formulation of the company’s measures for the management of “striver” phase I employee stock ownership plan √
6.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to employee stock ownership √
(II) the above proposals have been deliberated and adopted at the 20th meeting of the sixth board of directors and the 12th meeting of the sixth board of supervisors respectively. For details, please refer to the company’s website on March 28, 2022 (www.cn. Info. Com. CN.) And the announcement on the resolution of the 20th meeting of the 6th board of directors (Announcement No.: 2022025) and the announcement on the resolution of the 12th meeting of the 6th board of supervisors (Announcement No.: 2022030) disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily. (III) other instructions
1. The above proposals 1.00, 2.00 and 3.00 belong to special resolution proposals, which shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders;
2. The above proposals are major issues affecting the interests of small and medium-sized investors. The voting results of small and medium-sized investors (except directors, supervisors, senior managers of listed companies and other shareholders who individually or jointly hold more than 5% of the shares of the company) at this general meeting of shareholders are counted separately;
3. In accordance with the rules of the general meeting of shareholders of listed companies, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the measures for the administration of equity incentive of listed companies, the articles of association and other provisions, Mr. Feng Haitao, an independent director, as the collector, solicited voting rights from all shareholders of the company on the 1st, 2nd and 3rd proposals deliberated at the general meeting of shareholders.
For details, please refer to cninfo.com.cn on March 28, 2022 Report on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022028); The solicited person or his agent may vote separately on the proposals without voting rights, i.e. items 4.00, 5.00 and 6.00. If the solicited person or his agent does not vote separately, it will be deemed that he has waived his voting rights on the proposals without voting rights.
4. When considering the above proposals at this meeting, the shareholders who intend to be the incentive object of the company’s “striver” phase I stock option incentive plan or have an associated relationship with the incentive object shall avoid voting on the above proposals 1.00, 2.00 and 3.00; Shareholders who intend to participate in the first phase of the company’s “striver” employee stock ownership plan or have an associated relationship with the participants shall abstain from voting on the above proposals 4.00, 5.00 and 6.00, and the associated shareholders who abstain from voting may not accept the entrustment of other shareholders to vote. 3、 Meeting registration and other matters
(I) registration method of on-site meeting
1. Registration time: 9:00-12:00, 14:00-17:30, April 11-12, 2022
2. Registration place: meeting affairs group of the office of the board of directors, floor 3, No. 1, Zhujin Second Street, Zhujin Industrial Zone, Shantou City, Guangdong Province
3. Registration method:
(1) The legal representative or the agent entrusted by the legal person shareholder shall attend the meeting. If the legal representative attends the meeting, he shall show his ID card and copy of business license (with official seal) to go through the registration formalities; If a legal person shareholder entrusts an agent to attend the meeting, the trustee shall present his ID card and the original written power of attorney issued by the legal person shareholder unit according to law (with official seal) to go through the registration formalities.
(2) If a natural person shareholder attends the meeting in person, he / she shall present his / her stock account card, ID card or other valid certificates or certificates indicating his / her identity to go through the registration procedures; If a natural person shareholder entrusts another person to attend the meeting, it shall also present the valid identity card of the trustee and the power of attorney of the shareholder to go through the registration formalities.
(3) Non local shareholders may go through the registration formalities by letter, e-mail or fax with the above relevant certificates.
(II) meeting contact information
1. Meeting contacts: Ms. Peng Shaomin, Ms. Sun Yan
Tel: 075487278712, 01082776600
Fax: 01082776677
mail box: [email protected].
Address: room 307, floor 3, No. 1, Zhujin Second Street, Zhujin Industrial Zone, Shantou, Guangdong
Postal Code: 515041
2. The board, lodging and transportation expenses of participants shall be borne by themselves.
4、 Specific operation process of participating in online voting
This general meeting of shareholders provides all shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）Participate in voting, and the specific operation process of online voting is shown in Annex 1.
5、 Documents for future reference
Resolution of the 20th meeting of the 6th board of directors of the company.
It is hereby announced.
Topsec Technologies Group Inc(002212) board of directors March 28, 2002
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362212
2. Voting abbreviation: Tianrong voting
3. Fill in the voting opinions: agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific 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 specific 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 April 13, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on April 13, 2022 and ends at 3:00 p.m. on April 13, 2022.
2. When shareholders vote online through the Internet voting system, they need to 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.
Power of attorney
Mr. (Ms.) is hereby authorized to attend the second extraordinary general meeting of shareholders in Topsec Technologies Group Inc(002212) 2022 on behalf of himself (the company), exercise the voting right on his behalf, and vote on the following proposals at the general meeting of shareholders according to the following instructions. If no instructions are given, the trustee has the right to vote according to his own wishes.
Remarks of proposal: agree against waiver Code: the column of proposal name checked
You can vote
100 total proposal √
Non cumulative voting proposal
About the first issue of the company’s “striver”
1.00 option incentive plan (Draft) and √
Proposal to be
On the formulation of the company’s “striver” first
two
