Shenzhen dingyang Technology Co., Ltd
2021 annual general meeting
Conference materials
March, 2002
Shenzhen dingyang Technology Co., Ltd
Notes to the 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of the majority of investors and ensure that shareholders exercise their rights according to law during the shareholders' meeting, in accordance with the company law of the people's Republic of China, the rules for the shareholders' meeting of listed companies of China Securities Regulatory Commission and the rules of procedure for the shareholders' meeting of the company, the instructions to the meeting are hereby formulated:
1、 The company is responsible for the agenda arrangement and affairs of the general meeting of shareholders. In order to confirm the attendance qualification of shareholders or their agents or other attendees, the meeting staff will check the identity of the attendees and ask the verified ones to cooperate.
2、 Shareholders and shareholders' agents attending the meeting shall go through the sign in procedures at the meeting site half an hour before the meeting, and produce the securities account card, identity document or copy of business license / registration certificate (stamped with official seal), power of attorney, etc. as required. A copy of the above registration materials shall be provided, and the copy of personal registration materials shall be signed by individuals, The copy of the legal representative / executive partner's certificate must be stamped with the official seal of the company / partnership, and can attend the meeting after verification. After the commencement of the meeting, the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them. After that, the shareholders entering the meeting have no right to participate in the on-site voting.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their agents enjoy the right to speak, question and vote 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, the one who raises his hand first shall speak; When the order cannot be determined, the host shall designate the speaker. The speeches or questions of shareholders and their agents shall focus on the topics of the general meeting of shareholders, be concise and concise, and the time shall not exceed 5 minutes in principle.
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 the company's directors and senior managers to answer the questions raised by the shareholders. For questions that may disclose the company's trade secrets or insider information and damage the common interests of the company and shareholders, the moderator or the relevant personnel designated by him has the right to refuse to answer.
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. Shareholders and their representatives attending the on-site meeting must sign the names of shareholders on the voting votes. 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、 Two shareholders' representatives, one supervisor's representative and two witness lawyers participated in the vote counting and scrutinizing of the shareholders' meeting, supervised the voting and counting process, and the host announced the voting results.
10、 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.
11、 The general meeting of shareholders was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion. 12、 During the meeting, the participants shall pay attention to maintaining the order of the meeting place and shall not walk around at will. The mobile phone shall be adjusted to the silent state, and personal recording, video recording and photographing shall be refused. The meeting staff shall have the right to stop the acts that interfere with the normal order of the meeting or infringe on the legitimate rights and interests of other shareholders and report to the relevant departments for handling.
13、 The expenses incurred by shareholders and their agents 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.
Fourteen, special reminder: in order to cooperate with the relevant arrangements for the prevention and control of the epidemic of pneumonia in New Coronavirus, the company suggests that shareholders and shareholders should participate in the shareholders' meeting by voting online. Shareholders and shareholders' representatives who need to attend the on-site meeting shall take effective protective measures, cooperate with the requirements of the venue to accept body temperature detection, provide recent travel records, nucleic acid detection reports and other related epidemic prevention work, and meet the relevant provisions on epidemic prevention and control in the place where the company is located at that time.
Shenzhen dingyang Technology Co., Ltd
Agenda of 2021 annual general meeting of shareholders
1、 Meeting time, place and voting method
1. On site meeting time: 15:30 p.m. on Wednesday, April 13, 2022
2. Venue: conference room of Shenzhen dingyang Technology Co., Ltd., 3 / F, building 4, Antongda Industrial Park, Xingdong community, Xin'an street, Bao'an District, Shenzhen
3. Convener: Board of directors
4. Moderator: Mr. Qin Ke, chairman
5. System, start and end time and voting time of online voting
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from April 13, 2022 to April 13, 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 (April 13, 2022), i.e. 9:15-9:25, 9:30-11:30, 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.
2、 Agenda:
(I) attendance of participants
(II) the host announces the commencement of the meeting, reports the number of shareholders attending the on-site meeting and the number of voting rights held, and introduces the participants and non voting participants of the on-site meeting
(III) the moderator read out the instructions for the general meeting of shareholders
(IV) election of tellers and scrutineers
(V) review the following proposals at the meeting item by item:
1. Proposal on the company's 2021 annual report and its summary
2. Proposal on the work report of the board of directors in 2021
3. Proposal on the work report of the board of supervisors in 2021
4. Proposal on the 2021 annual financial statement of the company
5. Proposal on profit distribution and plan of the company in 2021
6. Proposal on confirming the remuneration payment of directors and supervisors in 2021 and the remuneration plan in 2022 7. Proposal on renewing the employment of the company's audit institution in 2022
8. Proposal on the report on the work report of independent directors in 2021
(VI) speeches and questions of shareholders and their agents
(VIII) adjourn the meeting, count the votes and monitor the results of on-site voting, and summarize the results of online voting and on-site voting
(IX) the moderator shall read out the voting results and resolutions of the general meeting of shareholders
(x) witness the lawyer to read out the legal opinions of the shareholders' meeting
（11） The moderator announced the end of the shareholders' meeting
Motion 1
Proposal on the 2021 annual report and its summary
Shareholders and shareholder representatives:
According to the company law, the articles of association and relevant regulations, the company has prepared the annual report of dingyang technology in 2021 and the summary of the annual report of dingyang technology in 2021.
The 17th meeting of the first board of directors and the 9th meeting of the first board of supervisors of the company reviewed and approved the proposal. For details, please refer to the website of Shanghai Stock Exchange disclosed by the company on March 23, 2022（ http://www.sse.com.cn./ ）Annual report of dingyang technology in 2021 and summary of annual report of dingyang technology in 2021.
Shareholders and their representatives are invited to review.
Board of directors of Shenzhen dingyang Technology Co., Ltd
Motion II
Proposal on the work report of the board of directors in 2021
Shareholders and shareholder representatives:
In 2021, the board of directors of the company earnestly performed the duties of the board of directors entrusted by the shareholders in strict accordance with the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant laws and regulations, normative documents and the provisions of the company's system, and carried out all work diligently and responsibly to promote the sustainable, healthy and stable development of the company. The board of directors prepared the 2021 annual work report of the board of directors of Shenzhen dingyang Technology Co., Ltd. for details, see Annex 1 annual work report of the board of directors of Shenzhen dingyang Technology Co., Ltd.
The proposal was deliberated and adopted at the 17th meeting of the first board of directors of the company.
Shareholders and their representatives are invited to review.
Board of directors of Shenzhen dingyang Technology Co., Ltd
Motion III
Proposal on the work report of the board of supervisors in 2021
Shareholders and shareholder representatives:
In 2021, the board of supervisors of the company earnestly performed the duties of the board of supervisors entrusted by the shareholders in strict accordance with the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, normative documents and the provisions of the company's system, and carried out all work diligently and responsibly to promote the sustained, healthy and stable development of the company. The board of supervisors prepared the 2021 annual work report of the board of supervisors of Shenzhen dingyang Technology Co., Ltd. for details, see Annex 2 annual work report of the board of supervisors of Shenzhen dingyang Technology Co., Ltd.
The proposal was deliberated and adopted at the 9th meeting of the first board of supervisors of the company.
Shareholders and their representatives are invited to review.
Board of supervisors of Shenzhen dingyang Technology Co., Ltd
Motion IV
Proposal on the financial statement report of 2021
Shareholders and shareholder representatives:
In accordance with the relevant provisions of the company law and the articles of association, the company has prepared the 2021 annual financial statement report of Shenzhen dingyang Technology Co., Ltd. for details of the proposal, please refer to Annex 3 2021 annual financial statement report of Shenzhen dingyang Technology Co., Ltd.
The proposal was deliberated and adopted at the 17th meeting of the first board of directors and the 9th meeting of the first board of supervisors.
Shareholders and their representatives are invited to review.
Board of directors of Shenzhen dingyang Technology Co., Ltd
Motion 5
Proposal on profit distribution plan in 2021
Shareholders and shareholder representatives:
According to the audit of Zhitong Certified Public Accountants (special general partnership), as of December 31, 2021, the net profit attributable to the parent company in the consolidated statements of Shenzhen dingyang Technology Co., Ltd. (hereinafter referred to as "the company") was 8105848242 yuan and the distributable profit was 13717876585 yuan. In 2021, the company plans to distribute profits based on the total share capital registered on the date of equity distribution. The specific plans for profit distribution and conversion of reserve fund into share capital are as follows:
The company plans to distribute a cash dividend of RMB 4.6875 (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 106666700 shares. Based on this calculation, the total cash dividend to be distributed is 5 Ping An Bank Co.Ltd(000001) 563 yuan (including tax). The cash dividend amount of the company in this year accounts for 61.68% of the net profit attributable to the parent company in the consolidated statements of the company in 2021. After this profit distribution, the remaining undistributed profits are accumulated and distributed in subsequent years. In 2021, the company did not give bonus shares and did not convert capital reserve into share capital.
If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration, due to the conversion of convertible bonds into shares, share repurchase and cancellation of equity incentive grant shares, repurchase and cancellation of major asset restructuring shares, the company plans to maintain the total amount of cash distribution and the proportion of increase per share unchanged, and adjust the amount of distribution per share and increase the company accordingly.
The proposal was deliberated and adopted at the 17th meeting of the first board of directors and the 9th meeting of the first board of supervisors.
Shareholders and their representatives are invited to review.
Board of directors of Shenzhen dingyang Technology Co., Ltd
Motion VI
About confirming the remuneration of directors and supervisors in 2021
And the 2022 salary plan
Shareholders and shareholder representatives:
In accordance with relevant regulations and systems such as the standards for the governance of listed companies, the articles of association and the detailed rules for the implementation of the remuneration and assessment committee, the remuneration schemes for the directors and supervisors of the company in 2021 and 2022 are as follows:
