Securities code: Oke Precision Cutting Tools Co.Ltd(688308) securities abbreviation: Oke Precision Cutting Tools Co.Ltd(688308) Oke Precision Cutting Tools Co.Ltd(688308)
Materials of the first extraordinary general meeting of shareholders in 2022
April 2022
catalogue
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2012 3 proposal 1: proposal on the company's restricted stock incentive plan for 2022 (Draft) and its abstract. 5 proposal 2: proposal on the company's measures for the implementation and assessment of the restricted stock incentive plan for 2022. 6 proposal 3: proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan for 2022 7 proposal 4: proposal on the election of non independent directors of the company nine
Oke Precision Cutting Tools Co.Ltd(688308)
Notes to the first extraordinary general meeting of shareholders in 2022
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, these instructions are formulated in accordance with the relevant provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies, the articles of association and the rules of procedure for the general meeting of shareholders:
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the general meeting, the meeting staff will check the identity of the attendees and ask the checked ones to cooperate.
2、 In order to ensure the seriousness and normal order of this meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees attending the meeting are requested to go through the sign in procedures at the meeting site 30 minutes before the meeting, and show the securities account card, ID card or legal entity certificate, power of attorney, etc. as required. They can attend the meeting after verification.
Before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held, the meeting registration shall be terminated.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 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.
5、 Shareholders and their agents who request to speak at the on-site meeting of the general meeting of shareholders shall register with the meeting affairs group 15 minutes before the general meeting of shareholders. The list of speakers shall be provided according to the order of the meeting and the group. Shareholders and their proxies who request to speak on site shall raise their hands according to the agenda of the meeting and may speak only 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, those who raise their hands first shall speak first; When the order cannot be determined, the host shall designate the speaker.
During the meeting, only shareholders and their agents are allowed to speak or ask questions. 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.
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 directors, supervisors and senior managers of the company to answer questions raised by shareholders. For questions that may reveal the company's trade secrets or inside information and damage the common interests of the company and shareholders, the host or relevant personnel designated by him have 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 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".
9、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and issues the announcement of the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
10、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the meeting place according to law, except the shareholders and their agents, the company's directors, supervisors, senior executives, witness lawyers and those invited by the board of directors.
11、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
12、 In order to ensure the rights and interests of each shareholder participating in the meeting, the participants should pay attention to maintaining the order of the meeting place during the meeting, do not walk around at will, adjust the mobile phone to the silent state, and refuse to record, video and take photos during the meeting. The participants should leave the meeting place after the meeting is over without special reasons.
13、 The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves. The company does not issue gifts to shareholders attending the general meeting of shareholders, nor is it responsible for arranging the accommodation of shareholders attending the general meeting of shareholders, and treats all shareholders equally.
14、 Please refer to the notice of Oke Precision Cutting Tools Co.Ltd(688308) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022028) disclosed by the company on the website of Shanghai Stock Exchange on April 13, 2022 for the specific contents of the registration method and voting method of this general meeting of shareholders. 15、 In order to cooperate with the relevant arrangements for the prevention and control of covid-19 pneumonia epidemic and encourage all shareholders to participate in the meeting through online voting, shareholders and shareholders' agents who really need to participate in the shareholders' meeting should cooperate with the relevant epidemic prevention departments, meeting places and various epidemic prevention and control regulations and requirements of the company (including but not limited to wearing masks, temperature detection, showing health codes, etc.), Only those who meet the regulations and requirements of epidemic prevention and control can enter the venue to attend the general meeting of shareholders. Please cooperate.
Oke Precision Cutting Tools Co.Ltd(688308)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
(I) on site meeting time: 14:00 on April 29, 2022
(II) site meeting place: conference room on the second floor of the company, No. 8, Chuangye 4th Road, dongjiayu high tech park, Lusong District, Zhuzhou City
(III) system, starting and ending 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 29, 2022 to April 29, 2022
The online voting system of Shanghai Stock Exchange is adopted, and the voting time through the voting platform of the trading system is the trading time 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.
(IV) convener of the meeting: Oke Precision Cutting Tools Co.Ltd(688308) board of directors
2、 Agenda of the meeting
(I) participants sign in, receive meeting materials, and shareholders register their speeches
(II) the host announces the commencement of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting shares held
(III) read out the instructions for the general meeting of shareholders
(IV) election of vote counting and scrutinizing members
(V) review the proposal of the meeting:
Proposal 1: proposal on the company's 2022 restricted stock incentive plan (Draft) and its abstract proposal 2: proposal on the company's measures for the administration of the implementation and assessment of the 2022 restricted stock incentive plan proposal 3: proposal on submitting the company's general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan
Proposal 4: proposal on the election of non independent directors of the company
(VI) speeches and questions of shareholders and their agents
(VII) shareholders present at the meeting vote on various proposals
(VIII) adjournment (Statistics of on-site voting results and online voting results)
(IX) resume the meeting and announce the voting results of the meeting and the adoption of proposals
(x) the chairman read out the resolutions of the general meeting of shareholders
（11） The witness lawyer read out the legal opinion
（12） Signing meeting documents
（13） End of the meeting
Proposal 1:
About the company's 2022 restricted stock incentive plan (Draft)
And its summary
In order to further improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, In accordance with relevant laws, administrative regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information, as well as the provisions of the articles of association, the company has formulated the 2022 restricted stock incentive plan (Draft) and its abstract, It is proposed to implement the restricted stock incentive plan to the incentive object. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on April 14, 2022 Restricted stock incentive plan for 2022 (Draft) (corrected) and summary announcement of restricted stock incentive plan for 2022 (Draft) (corrected).
This proposal has been deliberated and adopted at the 17th and 18th meetings of the second board of directors, the 15th and 16th meetings of the second board of supervisors, and is hereby submitted to the general meeting of shareholders for deliberation.
Oke Precision Cutting Tools Co.Ltd(688308) proposal II of the board of directors on April 29, 2022: proposal on the company's measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022 and the realization of the company's long-term development strategy and business objectives, the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 are formulated in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association and in combination with the specific actual situation of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on April 13, 2022 Management measures for the implementation and assessment of restricted stock incentive plan in 2022.
This proposal has been deliberated and adopted at the 17th meeting of the second board of directors and the 15th meeting of the second board of supervisors, and is hereby submitted to the general meeting of shareholders for deliberation.
Oke Precision Cutting Tools Co.Ltd(688308) proposal III of the board of directors on April 29, 2022: proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
In order to better promote and implement the company's incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the restricted stock incentive plan (including but not limited to):
1. Request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the incentive plan: (1) authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested according to the methods specified in the restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the shares of restricted shares that employees give up to subscribe to to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
(5) Authorize the board of directors to grant restricted shares to incentive objects when they meet the conditions and handle all necessary matters for granting restricted shares, including signing the restricted stock grant agreement with incentive objects; (6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification and number of incentive objects, and agree that the board of directors will grant this right to the remuneration and assessment committee to exercise;
(7) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership registration, applying to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for relevant registration and settlement business, amending the articles of association, handling the registration of changes in the registered capital of the company, etc;
(8) Authorize the board of directors to handle relevant matters related to the change and termination of the incentive plan in accordance with the provisions of the company's restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object, the cancellation and cancellation of the restricted stock that has not been owned by the incentive object, etc;
(9) Authorize the board of directors to manage and adjust the company's restricted stock incentive plan in 2022, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such changes to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such modifications of the board of directors must be approved accordingly;
(10) Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company's equity incentive plan;
(11) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders of the company as specified in relevant documents.
2. Request the general meeting of shareholders of the company to authorize the directors
