Stock Code: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) stock abbreviation: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323)
2021 annual general meeting
Meeting materials
April, 2002
Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323)
Materials of 2021 annual general meeting of shareholders
catalogue
Notes to the 2021 annual general meeting of shareholders Agenda of the annual general meeting of shareholders in 2001 3 proposal 1: proposal on the work report of the board of directors of the company in 2021 5 proposal 2: proposal on the work report of independent directors in 2021 6 proposal 3: proposal on the work report of the board of supervisors of the company in 2021 7 proposal 4: proposal on the company’s 2021 annual report and its summary 8 proposal 5: proposal on the company’s 2021 annual financial statement report 9 proposal 6: proposal on the company’s profit distribution plan for 202110 proposal 7: proposal on the company’s 2022 annual financial budget report Proposal 8: proposal on the remuneration scheme of non independent directors of the second board of Directors Proposal 9: proposal on the remuneration scheme of independent directors of the second board of Directors 14 proposal 10: proposal on the remuneration scheme of the supervisors of the second board of supervisors 15 proposal 11: proposal on insuring liability insurance for directors, supervisors and senior executives Proposal 12: proposal on Amending the articles of Association 17 proposal 13: proposal on Amending the rules of procedure of the general meeting of shareholders of the company Proposal 14: proposal on Amending the company’s working system for independent directors Proposal 15: proposal on Revising the company’s external guarantee decision management system Proposal 16: proposal on Amending the company’s management system for raised funds Proposal 17: proposal on Amending the company’s insider information insider management system 22 proposal 18: proposal on the company’s reappointment of the audit institution in 202223 proposal 19: proposal on the by election of independent directors of the second board of Directors 24 Annex I: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) 2021 annual work report of the board of Directors 25 Annex II: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) 2021 annual work report of independent directors 31 Annex III: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) 2021 annual work report of the board of supervisors 37 Annex IV: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) 2021 annual financial statement report 41 Annex V: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) 2022 annual financial budget report 49 Annex VI: resume of independent director candidates fifty-two
Notes to the 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders and ensure the smooth progress of the general meeting, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) general meeting of shareholders and other relevant provisions, Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) (hereinafter referred to as “the company”) hereby formulates the instructions for the 2021 annual general meeting of shareholders:
1. In order to cooperate with the relevant arrangements for the prevention and control of the epidemic of pneumonia in New Coronavirus, the company encourages shareholders and shareholders’ agents to participate in the shareholders’ meeting by voting online. If you really need to attend the on-site meeting, please ensure that your temperature is normal and there are no symptoms such as respiratory discomfort. There is no trip to medium and high-risk areas within 14 days before the meeting, and you have a negative certificate of nucleic acid test within 48 hours; During the meeting, please wear masks and personal protection; On the day of the meeting, the company will measure and register the body temperature of the participants according to the requirements of epidemic prevention and control, and can attend the meeting only after showing the travel code and Health Code Green code. Please cooperate.
2、 In order to ensure the seriousness and normal order of this meeting and effectively safeguard the legitimate rights and interests of shareholders and shareholders’ agents attending the meeting, the company has the right to refuse other irrelevant personnel to enter the meeting place according to law, except shareholders and shareholders’ agents, directors, supervisors, witness lawyers, personnel invited by the board of directors and senior managers attending the meeting as nonvoting delegates.
3、 Shareholders and shareholders’ agents attending the meeting must go through the sign in procedures at the meeting site half an hour before the meeting, and please show the securities account card, identity documents or copies of enterprise business license / registration certificate (with official seal), power of attorney, etc. according to the regulations. They can attend the meeting only after receiving the meeting materials after the experience certificate. After 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 present shall not be entitled to participate in the on-site voting.
4、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
5、 Shareholders and their proxies attend the general meeting of shareholders and enjoy the right to speak, question, vote and other rights 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.
6、 Shareholders and shareholders’ agents who ask questions on site shall raise their hands according to the agenda of the meeting, and can ask questions only with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent ask questions at the same time, those who raise their hands first ask questions first; When the order cannot be determined, the host shall designate the questioner. The speeches or questions of shareholders and their agents shall focus on the topics of the meeting, be concise and concise, and the time shall not exceed 5 minutes.
7、 When shareholders and their agents request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their agents. When voting at the general meeting of shareholders, shareholders and their agents 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.
8、 The moderator may arrange directors, supervisors and senior managers of the company to answer questions raised by shareholders. However, the moderator or the relevant person designated by the moderator has the right to refuse to answer questions that have nothing to do with the matters deliberated at the shareholders’ meeting or involve the company’s trade secrets and insider information and damage the common interests of the company and shareholders.
9、 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 attending the meeting must sign their names on the 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”.
10、 Before voting on the proposal, the general meeting of shareholders will elect a shareholder representative, a supervisor representative as the vote counter, a shareholder representative and a lawyer representative as the vote supervisor; If the matters under consideration are related to shareholders, relevant shareholders and agents shall not participate in vote counting and scrutinizing; When the general meeting of shareholders votes on the proposal, the witness lawyer, shareholder representative and supervisor representative shall be jointly responsible for counting and supervising the votes; The on-site voting results shall be announced by the host of the meeting. 11、 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.
12、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
13、 During the meeting, the participants shall not take photos or video at will. They shall not leave the meeting place without any reason. After the meeting, the participants shall pay attention to the silence. They shall not leave the meeting place without any reason. The staff of the meeting have the right to stop the acts of interfering with the normal procedures of the meeting, making trouble or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.
14、 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.
15、 Please refer to the notice of Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022024) disclosed by the company on the website of Shanghai Stock Exchange on March 30, 2022 for the specific contents of the registration method and voting method of this general meeting of shareholders.
Agenda of 2021 annual general meeting of shareholders
1、 Meeting time, place and voting method
1. On site meeting time: 14:00 on Tuesday, April 19, 2022
2. Venue: room Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) of Huamei Industrial Park, Songgang sub district office, Bao’an District, Shenzhen
3. Convener: Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) board of directors
4. Moderator: Chairman LAN Guihong
5. System, start and end date 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 19, 2022 to April 19, 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, 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 of the meeting
(I) participants sign in, receive meeting materials, and shareholders register their speeches
(II) the moderator announces the opening of the meeting
(III) the host announces the attendance of the on-site meeting
(IV) the host read out the notice of the meeting
(V) elect vote counting and scrutinizing members
(VI) review proposals item by item
1. Proposal on the work report of the board of directors in 2021
2. Proposal on 2021 annual report of independent directors
3. Proposal on the work report of the board of supervisors in 2021
4. Proposal on the company’s 2021 annual report and its summary
5. Proposal on the company’s 2021 annual financial statement report
6. Proposal on the company’s profit distribution plan for 2021
7. Proposal on the company’s 2022 annual financial budget report
8. Proposal on the remuneration scheme of non independent directors of the second board of directors
9. Proposal on the remuneration scheme of independent directors of the second board of directors
10. Proposal on the remuneration scheme of supervisors of the second board of supervisors
11. Proposal on insuring liability insurance for directors, supervisors and senior executives
12. Proposal on Amending the articles of Association
13. Proposal on Amending the rules of procedure of the general meeting of shareholders of the company
14. Proposal on Revising the working system of independent directors of the company
15. Proposal on Revising the company’s external guarantee decision management system
16. Proposal on Amending the company’s management system for raised funds
17. Proposal on Amending the company’s insider information management system
18. Proposal on the company’s reappointment of the audit institution in 2022
19. Proposal on by election of independent directors of the second board of directors
(VII) shareholders’ speeches and questions for the deliberation of proposals at the general meeting
(VIII) shareholders present and their proxies vote on various proposals
(IX) adjourn the meeting and count the on-site voting results
(x) when the meeting is resumed, the host announces the on-site voting results
（11） The chairman read out the resolution of the general meeting of shareholders
（12） The lawyer read out the legal opinion
（13） Signing meeting documents
（14） The moderator declared the meeting closed
Proposal 1: proposal on the work report of the board of directors in 2021
Shareholders and shareholder representatives:
In 2021, the board of directors of Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) (hereinafter referred to as “the company”) strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange on the science and innovation board and other laws and regulations, normative documents, as well as the articles of association, rules of procedure of the board of directors and other company systems, from the perspective of effectively safeguarding the interests of the company and the interests of the majority of shareholders, Earnestly perform the duties entrusted to the board of directors by the general meeting of shareholders, be diligent and responsible, promote the scientific decision-making of the board of directors, carefully guide the management, constantly improve and standardize the corporate governance structure and operation, and promote the steady development of the company. According to the operation of the board of directors in 2021, the Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) 2021 annual work report of the board of directors was prepared. See Annex I for details.
This proposal has been deliberated and adopted at the second meeting of the second board of directors of the company, and is hereby submitted to all shareholders and shareholder representatives for deliberation.
Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) board of directors April 19, 2022
Proposal 2: proposal on the 2021 annual report of independent directors
Shareholders and shareholder representatives:
Yuan Tong, Shen Weihua and Xie Lanjun, the independent directors of the company, based on the summary of various work in 2021, wrote the report on the work of independent directors in Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) 2021. See Annex II for details.
This proposal is hereby submitted to all shareholders and their representatives for deliberation.
Rayitek Hi-Tech Film Company Ltd.Shenzhen(688323) independent director April 19, 2022
Proposal 3: about the company
