Wuxi Paike New Materials Technology Co.Ltd(605123) the second extraordinary general meeting of shareholders in 2022
Conference materials
April, 2002
catalogue
1、 Notes to the second extraordinary general meeting of shareholders in 2022 3 II. Agenda of the second extraordinary general meeting of shareholders in 2022 6 III. voting instructions for the second extraordinary general meeting of shareholders in 2022 9 IV. proposal of the second extraordinary general meeting of shareholders in 2022 ten
1. Proposal on the company's compliance with the conditions for non-public development of A-Shares ten
2. Proposal on the company's non-public development of A-share scheme in 2022 eleven
3. Proposal on the company's 2022 plan for non-public development of A-Shares 15 4. Proposal on the feasibility analysis report on the use of funds raised by the company's non-public issuance of A-Shares in 2022
Case sixteen
5. Proposal on the company's special report on the use of the previously raised funds 23 6. Proposal on diluting the immediate return of A-share shares of non-public development banks and taking filling measures and commitments of relevant subjects 32 7. Proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to handle matters related to the non-public development of shares 33 8. Proposal on Wuxi Paike New Materials Technology Co.Ltd(605123) "shareholder return plan for the next three years (20222024)" thirty-six
9. Proposal on foreign investment and establishment of wholly-owned subsidiaries forty-one
Wuxi Paike New Materials Technology Co.Ltd(605123)
Notes to the second extraordinary general meeting of shareholders in 2022
Shareholders and shareholder representatives:
In order to safeguard the legitimate rights and interests of Wuxi Paike New Materials Technology Co.Ltd(605123) (hereinafter referred to as "the company") investors, protect the shareholders and their representatives (hereinafter referred to as "shareholders") from exercising their rights according to law during the second extraordinary general meeting of shareholders in 2022, and ensure the normal order and efficiency of the general meeting of shareholders, the notes to the meeting are hereby formulated in accordance with the company law, the securities law, the rules for the general meeting of shareholders of listed companies, the articles of association and other relevant provisions:
1、 In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders (including shareholders' agents, the same below), the company has the right to refuse other persons to enter the meeting place except shareholders, directors, supervisors, senior managers, witness lawyers and those invited by the board of directors.
2、 Shareholders attending the on-site meeting must go through the sign in procedures at the meeting site 30 minutes before the meeting, and please show the securities account card, ID card or legal entity certificate, power of attorney, etc. according to the regulations. They can attend the meeting only after receiving the meeting materials after verification.
3、 Shareholders enjoy the right to speak, question and vote according to law. Shareholders shall earnestly perform their legal obligations, shall not infringe upon the rights and interests of other shareholders, and shall not disturb the normal procedures of the general meeting. During the convening of the general meeting, shareholders who prepare to speak in advance shall first register with the board of directors and the securities affairs office. Shareholders who temporarily request to speak or raise questions on relevant issues shall first apply to the board of directors and the Securities Affairs Office for permission before proceeding.
The speeches or questions of shareholders shall be concise and concise. Generally, each speech shall not exceed 5 minutes, and each shareholder shall not speak more than twice. The theme shall be related to the topic of the meeting. When speaking, the number and name of shares held shall be reported first. The chairman may arrange the directors, supervisors and other senior managers of the company to answer the questions of shareholders. If the questions have nothing to do with the topics of the shareholders' meeting or will reveal the company's business secrets or may damage the common interests of the company and shareholders, the chairman of the meeting or the relevant personnel designated by him shall have the right to refuse to answer.
4、 In principle, the total speaking time of shareholders shall be controlled within 30 minutes. When more than two shareholders request to speak at the same time, the moderator will arrange the speaking in the order of the number of shares held from more to less.
5、 Shareholders shall not interrupt the agenda of the general meeting without reason and request to speak. During the deliberation of the proposal, if the shareholders request to speak or raise questions on relevant issues, they can speak or raise questions only with the permission of the chairman of the general meeting. When voting, shareholders shall not speak at the general meeting.
6、 The on-site meeting adopts open ballot. Shareholders exercise their voting rights according to the number of voting shares they hold, and each share has one vote. When voting, the shareholders attending the meeting shall choose one of the four items of "agree", "oppose", "abstain" and "withdraw" (if necessary) under each proposal according to the requirements of the vote. The vote that is not filled in, incorrectly filled in and illegible shall be deemed as "waiver".
7、 Please turn your mobile phone to silent after the meeting. The company has the right to take necessary measures to stop the acts that interfere with the order of the general meeting of shareholders, make trouble and infringe on the legitimate rights and interests of other shareholders, and report to relevant departments for investigation and punishment. The general meeting of shareholders declined to record, shoot and video by individuals.
8、 The shareholders' meeting was witnessed by lawyers from Jiangsu century Tongren law firm and issued legal opinions.
9、 The general meeting of shareholders will be voted by a combination of on-site voting and online voting. The resolutions formed at the meeting will be published on the website of Shanghai Stock Exchange and the information disclosure media designated by the CSRC in the form of announcement after the meeting.
10、 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. The expenses incurred by shareholders attending the shareholders' meeting shall be borne by the shareholders themselves.
Eleven, in order to cooperate with the current work in preventing and controlling New Coronavirus's epidemic of pneumonia, the company encourages shareholders to participate in the voting of the shareholders' meeting through the Internet voting. The company will strictly comply with the epidemic prevention and control requirements of relevant government departments and take epidemic prevention and control measures such as temperature monitoring for on-site shareholders. Shareholders attending the on-site meeting shall cooperate with relevant epidemic prevention work. In case of fever and other symptoms or failure to comply with the requirements of relevant provisions on epidemic prevention and control, shareholders will not be able to enter the site of this shareholders' meeting.
12、 Please publish it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 26, 2022 in accordance with the notice of the shareholders' meeting The time and registration method specified in the notice on convening the second extraordinary general meeting of shareholders in 2022) shall go through the procedures for participating in the meeting. If the certificates are incomplete or the procedures are incomplete, the participants shall not participate in the meeting.
Wuxi Paike New Materials Technology Co.Ltd(605123)
Agenda of the second extraordinary general meeting of shareholders in 2022
1、 Date and time of the meeting
(I) on site meeting time: 10 a.m. on April 11, 2022.
(II) online voting time: 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, 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、 Site meeting place
Convener, No. 3, No. 30, Lianhe Road, Hudai Industrial Park, Binhu District, Wuxi
Wuxi Paike New Materials Technology Co.Ltd(605123) board of directors IV. moderator
The chairman of the company is Mr. Yufeng. V. voting rules
（1） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company's shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
(II) if the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
(III) shareholders can submit all proposals only after voting.
6、 On site meeting agenda
Paragraph 1 shareholders and their representatives sign in
In Item 2, the host shall announce the number of participants and the number of shares represented, declare the meeting legal and valid, and officially announce the beginning of the meeting
Item 3 the moderator read out the instructions for the meeting
In Item 4, the scrutineer and vote counter shall be elected, and the scrutineer shall read out the voting instructions of the meeting
Fifth, the moderator read out the proposals to be considered at the meeting:
1. Proposal on the company's compliance with the conditions for non-public development of a shares
2. Proposal on the company's non-public development of A-share scheme in 2022
2.1 types and par value of the non-public offering
2.2 place of listing
2.3 issuance method and time
2.4 issuing object and subscription method
2.5 issue quantity
2.6 pricing base date, issue price and pricing principle
2.7 regular lock arrangement
2.8 amount and purpose of raised funds
2.9 distribution arrangement of accumulated profits
2.10 term of validity of the resolution on this issuance
3. Proposal on the company's 2022 plan for non-public development of a shares
4. Proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022
5. Proposal on the company's special report on the use of previously raised funds
6. Proposal on diluting the immediate return of A-Shares of non-public development banks and taking filling measures and commitments of relevant subjects
7. Proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to handle matters related to the non-public development of shares
8. Proposal on Wuxi Paike New Materials Technology Co.Ltd(605123) (shareholder return plan for the next three years (20222024))
9. Proposal on foreign investment and establishment of wholly-owned subsidiaries
Item 6 shareholders and their representatives shall ask questions, discuss and consider the proposal of the general meeting
Item 7 shareholders and their representatives shall vote on the spot
Item 8 the moderator announced the temporary adjournment of the meeting and counted the voting results
Item 9 summary of on-site meetings and online voting
Item 10 the host read out the resolution of the shareholders' meeting
Article 11 the lawyer read out the legal opinion of the shareholders' meeting
Article 12 the attending directors shall sign the resolutions and minutes of the general meeting of shareholders
Item 13 the host announces the end of the shareholders' meeting
Voting instructions for the second extraordinary general meeting of shareholders in 2022
1、 The shareholders' meeting will vote on 9 proposals
2、 The proposals to be voted shall be voted item by item under the arrangement of the host, and the scrutineer shall make statistics
3、 There is one scrutineer in this meeting to supervise the voting and counting of votes
The scrutineer is specifically responsible for the following work:
1. Verify the number of shareholders and shareholder representatives attending the on-site meeting of the general meeting of shareholders, the number of shares held and the shareholding ratio;
2. Count the number of votes and check whether each vote meets the voting requirements;
3. Count votes.
4、 The on-site voting of the general meeting of shareholders shall be conducted by means of open ballot. When shareholders and their representatives vote, please indicate the name of shareholders, voting rights and proportion of representatives in the specified place on the voting ticket. Each share has one vote, and the voting result is determined by the number of shares. When voting, please mark "√" in the voting column under the items of consent, objection and abstention (please specify if avoidance is required) to clarify the voting opinions.
5、 See the voting notes on the voting ticket for the filling method of the voting ticket.
6、 If the votes distributed uniformly at this meeting are not used as required, or the votes with illegible handwriting are regarded as "abstention". For the same voting right, only one of on-site, network or other voting methods can be selected. If the same voting right is voted repeatedly through on-site, online voting platform of Shanghai Stock Exchange or other means, the first voting result shall prevail.
7、 The board of directors and the securities affairs office shall submit the on-site voting results and summarize the final voting results of the online voting system.
8、 The host shall read out the resolution of the general meeting of shareholders with the combined voting results of on-site voting and online voting.
Wuxi Paike New Materials Technology Co.Ltd(605123)
Proposal of the second extraordinary general meeting of shareholders in 2022
Proposal 1:
Proposal on the company meeting the conditions for non-public offering of a shares
Dear shareholders
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised Version), The company carefully compared with the relevant requirements and conditions of non-public offering of shares by listed companies, conducted self-examination on the actual operation and relevant matters of the company item by item, and considered that the company met the relevant provisions of current non-public offering of shares and was qualified and qualified to non-public offer RMB common shares (A shares) of domestic listed companies to specific objects.
Please consider it.
Wuxi Paike New Materials Technology Co.Ltd(605123)
Board of directors
April 5, 2022
Proposal 2:
Proposal on the company's non-public offering of A-Shares in 2022
Dear shareholders
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised), and other laws, regulations and normative documents
