Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Announcement No.: 2022-007 Beijing Telesound Electronics Co.Ltd(003004)
Notice on convening the first extraordinary general meeting of shareholders 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.
Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as “the company” or “the company”) convened the 14th meeting of the 4th board of directors on January 6, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting in 2022, and agreed to convene the first extraordinary general meeting in 2022. The relevant matters of this shareholders\’ meeting are hereby notified as follows:
1、 Basic information of the meeting
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
(II) convener of the general meeting of shareholders: the board of directors of the company
(III) legality and compliance of the meeting: after deliberation and approval at the 14th meeting of the Fourth Board of directors of the company, it is decided to convene the general meeting of shareholders, which is in line with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(IV) date and time of the meeting:
1. On site meeting time: 2:00 p.m. on Wednesday, January 26, 2022
2. Online voting time:
(1) The voting time through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 26, 2022;
(2) The time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on January 26, 2022.
(V) convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
1. On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex 2 for details);
2. Online voting: the company will vote through 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 shareholders can exercise their voting rights through the above system during the time of online voting;
3. Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail.
(VI) equity registration date of the meeting: January 19, 2022
(VII) attendees:
1. As of 3:00 p.m. on January 19, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The 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.
(VIII) site meeting place: company conference room, building 11, yard 9, FengHao East Road, Haidian District, Beijing. 2、 Matters considered at the meeting
1. Proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds;
2. Proposal on the company’s public issuance of convertible corporate bonds;
3. Proposal on the company’s plan for public issuance of convertible corporate bonds;
4. Proposal on the feasibility analysis report on the use of funds raised by the company’s public issuance of convertible corporate bonds; 5. Proposal on formulating the rules for the meeting of bondholders of convertible companies;
6. Proposal on the report on the use of the company’s previously raised funds;
7. Proposal on public issuance of convertible corporate bonds, dilution of immediate return, filling measures and commitments of relevant subjects;
8. Proposal on the formulation of Beijing Telesound Electronics Co.Ltd(003004) shareholder dividend return plan for the next three years (2022-2024);
9. Proposal on guarantee matters and related party transactions related to the company’s public issuance of convertible corporate bonds;
10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds;
11. Proposal on changing the registered address of the company and amending the articles of association.
The above proposals are special proposals and need to be approved by three times of the total voting shares of shareholders attending the general meeting of shareholders
More than two thirds passed.
The above proposals have been submitted to the 14th meeting and the 4th meeting of the 4th board of directors held on January 6, 2022
It was deliberated and adopted at the 10th meeting of the th session of the board of supervisors. For details, see the securities times and securities on the same day
Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) My father
Sue. The company shall count the votes of small and medium-sized investors separately and disclose the voting results. Small and medium-sized investors are
Means: except for directors, supervisors, senior managers of listed companies and those who individually or jointly hold more than 5% of the company
Shareholders other than shareholders of shares.
3、 Proposal code
The ticked column code item of the proposal name column can be voted
1.00 proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds √
2.00 proposal on the company’s public issuance of convertible corporate bonds
2.01 types of securities issued this time √
2.02 issuance scale √
2.03 face value and issue price √
2.04 bond term √
2.05 bond interest rate √
2.06 term and method of principal and interest repayment √
2.07 conversion period √
2.08 determination and adjustment of share conversion price √
2.09 downward correction clause of share conversion price √
2.10 determination method of the number of converted shares √
2.11 redemption terms √
2.12 resale terms √
2.13 ownership of relevant dividends in the year of share conversion √
2.14 issuance method and object √
2.15 placement arrangement to original shareholders √
2.16 matters related to bondholders’ meeting √
2.17 purpose of the raised funds √
2.18 raised funds management and deposit account √
2.19 guarantee √
2.20 rating matters √
2.21 validity period of this issuance plan √
3.00 proposal on the company’s plan for public issuance of convertible corporate bonds √
4.00 proposal on the feasibility analysis report on the use of funds raised by the company’s public issuance of convertible corporate bonds √
5.00 proposal on formulating the rules for the meeting of bondholders of convertible companies √
6.00 proposal on the report on the use of the company’s previously raised funds √
7.00 proposal on public issuance of convertible corporate bonds, dilution of immediate return, filling measures and √ commitments of relevant subjects
8.00 proposal on formulating Beijing Telesound Electronics Co.Ltd(003004) shareholder √ dividend return plan for the next three years (2022-2024)
9.00 proposal on guarantee matters and related party transactions related to the company’s public issuance of convertible corporate bonds √
10.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public offering of convertible corporate bonds
11.00 proposal on changing the registered address of the company and amending the articles of association √
4、 Registration method for attending on-site meetings
(I) registration method:
1. Natural person shareholders shall go through the registration formalities with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent to attend the meeting, the agent shall go through the registration formalities with his own ID card, power of attorney, client’s shareholder account card and copy of client’s ID card.
2. The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall go through the registration formalities with his / her ID card and a copy of the business license of the legal person shareholder stamped with the official seal; If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities on the strength of the agent’s ID card, the power of attorney issued by the legal representative and the copy of the business license of the legal person shareholder with the official seal. 3. Shareholders can register by letter or e-mail with the above certificates. The e-mail or letter shall be subject to the time when it is delivered to the company (phone confirmation is required, but telephone registration is not accepted).
4. Note: shareholders and shareholders’ agents attending the meeting shall bring the original of relevant certificates to the meeting.
(II) registration time: 9:00-11:30 a.m. and 1:30-5:30 p.m. on January 20, 2022. Email or letter shall be subject to the time of arrival at the company.
(III) site registration location: building 11, yard 9, FengHao East Road, Haidian District, Beijing. Please send the letter to: building 11, yard 9, FengHao East Road, Haidian District, Beijing, attention: Shi bingxia, zip code: 100094 (please indicate “general meeting” on the envelope).
mail box: [email protected].
Tel: 010-62980022
(IV) the duration of this meeting is expected to be half a day; The shareholders attending the meeting shall bear their own transportation, accommodation and other expenses. 5、 Specific operation process of participating in online voting
In this shareholders’ meeting, the company provides shareholders with an online voting platform. Shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
6、 Documents for future reference
