Securities code: 002694 securities abbreviation: Goody Science & Technology Co.Ltd(002694) Announcement No.: 2022-004 Goody Science & Technology Co.Ltd(002694)
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.
Goody Science & Technology Co.Ltd(002694) (hereinafter referred to as "the company") convened the 11th meeting of the 4th board of directors on January 12, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and the first extraordinary general meeting of shareholders in 2022 is scheduled to be held at 14:00 on January 28, 2022 in the company's conference room, No. 18, wuchu Avenue, Ezhou Economic Development Zone, Hubei Province, In accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the relevant matters are hereby notified as follows: I. Basic information on the convening of the general meeting of shareholders
1. Session: the first extraordinary general meeting of shareholders in 2022
2. Convener: the 4th board of directors of the company
3. Legality and compliance of the meeting: the convening of the general meeting of shareholders meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time:
On site meeting time: 14:00, January 28, 2022
Online voting time:
The online voting time through the trading system of Shenzhen stock exchange is the trading time on January 28, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The time for online voting through the Internet voting system of Shenzhen stock exchange is 09:15-15:00 on January 28, 2022.
5. Meeting method: the shareholders' meeting is held by combining on-site voting and online voting.
The company will use the Shenzhen stock exchange trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide a voting platform in the form of network to all shareholders of the company, and shareholders of the company can exercise their voting rights through the above system during network voting time. Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first effective voting result shall prevail.
6. Equity registration date of the meeting: January 21, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date;
As of the closing of the market on January 21, 2022, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: conference room of the company, No. 18, wuchu Avenue, Ezhou Economic Development Zone, Hubei Province
2、 Matters considered at the meeting
1. Matters considered
(1) Deliberating the proposal on the company's compliance with the conditions for non-public development of shares
(2) Deliberating the proposal on the company's non-public offering of shares
2.01 class and par value of shares issued
2.02 issuing method and time
2.03 issuing object and subscription method
2.04 issue price and pricing principle
2.05 number and amount of shares issued
2.06 arrangement of restricted sales period
2.07 total amount and purpose of raised funds
2.08 accumulated profit arrangement before this non-public offering
2.09 place of listing
2.10 term of validity of the resolution on this non-public offering
(3) Deliberating the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares
(4) Deliberating the proposal on the company's non-public stock development plan
(5) Review the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company
(6) Review the note on the company's need to prepare the report on the use of the previously raised funds
(7) Deliberating the proposal on signing a conditional effective share subscription agreement between the company and the non-public Development Bank object
(8) Deliberating the proposal on related party transactions involved in the subscription of non-public Development Bank shares by subscribers
(9) Deliberation on the proposal on diluting the immediate return and filling the return measures of non-public development banks' A-share shares and the commitments of relevant subjects
(10) Review the proposal on the plan for shareholders' dividend return in the next three years (2021-2023) 2. Disclosure
The matters submitted to the shareholders' meeting for deliberation have been deliberated and adopted at the 10th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, and comply with the relevant provisions of the company law and the articles of association. For details, see the relevant announcements published by the company in China Securities Journal, securities times and cninfo on December 30, 2021.
3. For major issues affecting the interests of small and medium-sized investors in the above proposals, the company will count the votes of small and medium-sized investors separately and disclose them publicly. Small and medium-sized investors refer to shareholders other than those who individually or jointly hold more than 5% of the shares of the listed company and the directors, supervisors and senior managers of the company.
4. Proposals 1-5 and 7-9 reviewed at the general meeting of shareholders are special resolution proposals, which need to be passed by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders; Bill 2 needs to be voted on item by item.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
1.00 proposal on the company meeting the conditions for non-public offering of shares √
2.00 the proposal on the company's non-public offering of shares shall be the voting object
Number of sub proposals: 10
2.01 type and par value of shares issued √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 issue price and pricing principle √
2.05 number and amount of shares issued √
2.06 arrangement of restricted sales period √
2.07 total amount and purpose of raised funds √
2.08 accumulated profit arrangement before this non-public offering √
2.09 place of listing √
2.10 term of validity of the resolution on this non-public offering √
3.00 about requesting the general meeting of shareholders to authorize the board of directors to handle this non-public offering √
Proposal on matters related to voting
4.00 proposal on the company's non-public offering plan √
5.00 feasibility analysis report on the use of funds raised by the company's non-public offering √
Motion
6.00 explanation that the company does not need to prepare the report on the use of the previously raised funds √
7.00 share subscription with conditional effect signed between the company and the non-public offering object √
Proposal for purchase agreement
8.00 related party transactions involved in the subscription of the non-public offering of shares by the subscriber √
Motion
9.00 measures for diluting the immediate return and filling the return of A-Shares in this non-public offering √
Proposal on implementation and commitments of relevant subjects
10.00 discussion on shareholder dividend return plan for the next three years (2021-2023) √
case
4、 On site meeting registration
1. Registration time: 9:00-11:30, 13:00-16:30, January 27, 2022.
2. Registration place: No. 18, wuchu Avenue, Ezhou Economic Development Zone, Hubei Province
3. Registration method:
Site registration; Register by letter or fax.
4. Registration requirements
(1) Registration of legal person shareholders: if the legal representative of legal person shareholders is present, they must go through the registration formalities with their own ID card, shareholder account card, copy of business license stamped with the company's official seal and certificate of legal representative; If the entrusted agent is present, the entrusted agent shall go through the registration formalities on the strength of the original ID card, the power of attorney (see Annex 2 for details), the securities account card of the principal and the copy of the business license stamped with the official seal of the principal.
(2) Registration of natural person shareholders: if natural person shareholders attend, they must go through the registration formalities with their own ID card and shareholder account card; If the entrusted agent is present, the entrusted agent shall go through the registration formalities with the original ID card, the power of attorney (see Annex 2 for details) and the principal's securities account card.
(3) Shareholders can also register by letter or fax with the above relevant certificates. If by letter, please mark the words "general meeting of shareholders" on the envelope to confirm the registration. The letter or fax should be delivered to the company before 16:30 on January 27, 2022. The letter or fax shall be subject to the time of arrival at the company.
5、 Specific operation process of participating in online voting
The shareholders of the company can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting. See Annex 1 for the specific operation process of online voting. 6、 Other matters
(1) Contact information
Contact: Zhang Dongfeng, Wang Guiqi
Tel.: 0711-3613185
Contact Fax: 0711-3613185
Company address: No. 18, wuchu Avenue, Ezhou Economic Development Zone, Hubei Province
Post code: 436099
(2) Those attending the on-site meeting shall arrive at the meeting place half an hour before the meeting, and carry the original identity certificate, shareholding certificate, power of attorney and so on, so as to verify the admission;
(3) The on-site meeting of the general meeting of shareholders lasts for half a day. The shareholders who intend to attend the meeting shall arrange their own accommodation and transportation expenses.
Goody Science & Technology Co.Ltd(002694)
January 12, 2022
Annex 1:
Goody Science & Technology Co.Ltd(002694)
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362694
2. Voting abbreviation: Gu Di voting
3. Fill in voting opinions
The proposals of the general meeting of shareholders are non cumulative voting proposals, and the voting opinions are filled in: agree, disagree and abstain. 4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholders vote on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinions of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. The time for online voting through the trading system of Shenzhen stock exchange is 202
