Securities code: Suzhou Huaya Intelligence Technology Co.Ltd(003043) securities abbreviation: Suzhou Huaya Intelligence Technology Co.Ltd(003043) Announcement No.: 2022020 Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Notice on convening the 2021 annual general meeting of shareholders
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.
Special tips:
1. The general meeting of shareholders was held by combining on-site voting and online voting. In order to effectively reduce the gathering of people and protect the health of participants, the company recommends that all shareholders try to participate in the general meeting of shareholders by online voting.
2. Please bring the original ID card and other relevant supporting materials, and actively cooperate with the company in personal information registration, showing effective health code, travel code, temperature detection and other prevention and control work (including providing 24-hour or 48-hour nucleic acid test report according to the local epidemic prevention and control requirements according to the epidemic situation). Those who meet the requirements can enter the meeting site. Please obey the arrangement and guidance of the on-site staff.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders at the 12th meeting of the second board of directors, and the 2021 annual general meeting of shareholders is scheduled to be held on May 9, 2022. The relevant matters are hereby notified as follows: I. Basic information on the convening of this general meeting of shareholders
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders.
2. Convener of the general meeting of shareholders: the board of directors of the company.
The 12th meeting of the second board of directors of the company decided to hold the 2021 annual general meeting of shareholders on May 9, 2022.
3. Legality and compliance of the meeting: the convening of the general meeting of shareholders complies with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:30 PM, Monday, May 9, 2022.
(2) Online voting time:
① The specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on May 9, 2022;
② The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. on May 9, 2022 to 15:00 p.m. on May 9, 2022.
5. Meeting mode: this meeting adopts the combination of on-site voting and online voting. Shareholders of the company can only choose one of on-site voting (on-site voting can be entrusted by proxy) and online voting. In case of repeated voting for the same voting right, the first voting result shall prevail. (1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through power of attorney to exercise their voting rights.
(2) Online voting: the general meeting of shareholders provides all shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system. The shareholders of the company registered on the equity registration date can exercise their voting rights through the above system within the online voting time.
6. Equity registration date: Thursday, April 28, 2022.
7. Attendees:
(1) As of the closing of Shenzhen Stock Exchange at 15:00 p.m. on Thursday, April 28, 2022, all ordinary 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 or participate in online voting during online voting time (a shareholder who cannot attend the on-site meeting of the general meeting of shareholders in person may entrust a proxy to attend the meeting in writing, and the entrusted proxy may not be a shareholder of the company) (see Annex II for the form of power of attorney);
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyer employed by the company.
8. Venue of the on-site meeting: conference room of the company, No. 58, Chunxing Road, Caohu Industrial Park, Xiangcheng Economic Development Zone, Suzhou. 2、 Matters to be considered at this shareholders’ meeting
Remarks proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the full text and summary of the 2021 annual report √
2.00 proposal on the work report of the board of directors in 2021 √
3.00 proposal on the work report of the board of supervisors in 2021 √
4.00 proposal on 2021 financial final accounts report √
5.00 proposal on 2021 annual audit report √
6.00 proposal on self-evaluation report of internal control in 2021 √
7.00 proposal on internal control assurance report in 2021 √
8.00 special report on the deposit and use of raised funds in 2021 √
Motion to report
9.00 proposal on phased construction of foreign investment projects √
10.00 profit distribution and capital reserve converted into share capital in 2021 √
Proposal of the plan
11.00 proposal on applying for bank comprehensive credit line √
12.00 proposal on Directors’ remuneration (allowance) scheme in 2022 √
13.00 proposal on the remuneration scheme of supervisors in 2022 √
14.00 √ about the company meeting the conditions for public issuance of convertible corporate bonds
bill
√ as the sub proposal of voting 15.00 on the company’s public issuance of convertible corporate bonds
Number: (22)
15.01 types of securities issued this time √
15.02 issuance scale √
15.03 bond term √
15.04 face value and issue price √
15.05 coupon rate √
15.06 term and method of repayment of principal and interest √
15.07 conversion period √
15.08 determination of share conversion price √
15.09 adjustment and calculation method of share conversion price √
15.10 downward correction of share conversion price √
15.11 method for determining the number of shares converted √
15.12 redemption terms √
15.13 resale terms √
15.14 ownership of relevant dividends in the year of share conversion √
15.15 issuance method and object √
15.16 arrangement of placing to original shareholders √
15.17 matters related to bondholders’ meeting √
15.18 purpose of the raised funds √
15.19 deposit of raised funds √
15.20 guarantee matters √
15.21 rating matters √
15.22 validity of this resolution √
16.00 proposal on the company’s plan for public issuance of convertible corporate bonds √
17.00 about the company’s public offering of convertible corporate bonds to raise funds √
Proposal using feasibility analysis report
18.00 diluted spot return on public issuance of convertible corporate bonds √
Report, take filling measures and proposals on commitments of relevant subjects
19.00 proposal on the report on the use of the previously raised funds √
20.00 proposal on shareholder return planning for the next three years √
21.00 on the formulation of the company’s public issuance of convertible corporate bonds √
Proposal on meeting rules
22.00 request to the general meeting of shareholders to authorize the board of directors to handle the public development √
Proposal on issues related to convertible corporate bonds
23.00 the actual controller of the company is the convertible company of this public offering √
Proposal on providing guarantee for corporate bonds and related party transactions
24.00 proposal on Amending the articles of association √
The independent directors of the company will report on their duties at the annual general meeting of shareholders.
The above proposals have been deliberated and adopted at the 12th meeting of the second board of directors or the 10th meeting of the second board of supervisors. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Relevant announcements or documents disclosed.
The above proposals 12 and 13 involve the remuneration of directors and supervisors, and the relevant related shareholders will avoid voting.
The above sub proposals 15.20 and 23 involve the guarantee of related party transactions. The actual controllers of the company, Wang Cainan, Lu Qiaoying and Wang Jingyu, and the shareholder of the company, Suzhou chunyuxin investment consulting service partnership (limited partnership), avoided voting on relevant proposals at the general meeting of shareholders.
The above proposals 14-24 are special resolution proposals, which shall be adopted by more than 2 / 3 of the effective voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The above proposals 6, 8, 10 and 12-24 belong to major matters affecting the interests of small and medium-sized investors. The company will hold 5% of the company for small and medium-sized investors (except directors, supervisors and senior managers of the company)
