Securities code: Shenzhen Txd Technology Co.Ltd(002845) securities abbreviation: Shenzhen Txd Technology Co.Ltd(002845) Announcement No.: 2022037 Shenzhen Txd Technology Co.Ltd(002845)
Announcement on the addition of interim proposals and supplementary notice of the general meeting of shareholders in 2021
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.
Shenzhen Txd Technology Co.Ltd(002845) (hereinafter referred to as “the company”) held the 17th meeting of the third board of directors on April 14, 2022, deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders, and the 2021 annual general meeting of shareholders is scheduled to be held on May 10, 2022. For details, please refer to the company’s disclosure in China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Notice on convening the 2021 annual general meeting of shareholders.
The proposal on the acquisition of minority shares of the subsidiary and the third meeting of the board of supervisors on the 26th session of the 19th session of the board of directors on the acquisition of minority shares of the subsidiary were submitted for deliberation and approval on April 2024. For details, please refer to the company’s disclosure in China Securities News, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Announcement on the resolution of the 19th meeting of the third board of directors (Announcement No.: 2022035) and announcement on the acquisition of minority shareholders’ equity and related party transactions of holding subsidiaries (Announcement No.: 2022034)
In order to improve the efficiency of decision-making, Mr. Wan Feng, the actual controller and chairman of the company, submitted the letter on proposing to increase the temporary proposal of the company’s 2021 annual general meeting to the board of directors on April 26, 2022, requesting to submit the proposal on the acquisition of minority shareholders’ equity and related party transactions of holding subsidiaries to the company’s 2021 annual general meeting as a temporary proposal for deliberation.
According to the company law, the articles of association and other relevant provisions: shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. After verification, as of the date of this announcement, Mr. Wan Feng holds 53114337 shares of the company, accounting for 22.67% of the total share capital of the company, is qualified to put forward temporary proposals, and the contents of the proposals do not violate relevant laws and regulations and comply with the provisions of the articles of Association and the terms of reference of the general meeting of shareholders. The proposal has been deliberated and adopted at the 19th meeting of the third board of directors of the company, The board of directors agreed to submit the interim proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
In addition to the addition of the above temporary proposal, the time, place, equity registration date and other matters of the 2021 annual general meeting of shareholders of the company remain unchanged. Now, the supplementary notice of relevant matters of the general meeting of shareholders after the addition of the temporary proposal is as follows:
1、 Basic information of the meeting
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 17th meeting of the third board of directors of the company agreed to hold this general meeting of shareholders.
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association. 4. Date and time of the meeting:
The on-site meeting will be held at 14:30 p.m. on May 10, 2022.
Date and time of online voting: May 10, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 10, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is: any time from 9:15 to 15:00 on May 10, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through authorization;
Online voting: the company will vote through the Shenzhen stock exchange system and Internet voting system
（ 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 above online voting time. Shareholders of the company can only choose one of on-site voting, online voting or other voting methods that meet the provisions. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: May 5
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
As of the closing of the afternoon of May 5, 2022, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. 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: room 13, mezzanine, floor 15, building 2, Zhijie phase I, Yinxing high tech Industrial Park, sightseeing Road, Guanlan street, Longhua District, Shenzhen.
2、 Matters considered at the meeting
Table 1 list of proposal codes of this shareholders’ meeting
remarks
Proposal code proposal name the column that is checked can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the work report of the board of directors in 2021 √
2.00 proposal on the work report of the board of supervisors in 2021 √
3.00 proposal on annual report and summary in 2021 √
4.00 proposal on annual financial statement report in 2021 √
5.00 proposal on profit distribution plan in 2021 √
Self evaluation report on internal control of the company in 2021
6.00 √
Proposal on implementation of self inspection form for control rules
7.00 special report on the deposit and use of the company’s raised funds in 2021 √
Proposal to report
On the renewal of Dahua Certified Public Accountants (special general partnership) as the company
8.00 √
Proposal of audit institution in 2022
9.00 proposal on Directors’ remuneration in 2022 √
9.01 remuneration plan for directors holding management positions in the company √
9.02 remuneration plan for independent directors √
10.00 proposal on the remuneration of supervisors of the company in 2022 √
11.00 on the application of the company and its subsidiaries to the bank for comprehensive credit line in 2022 √
Proposal for
12.00 proposal on the amount of guarantee to be provided by the company to subsidiaries in 2022 √
13.00 proposal on the report on the use of previously raised funds √
14.00 √ on extending the validity of the resolution on the public issuance of convertible corporate bonds
Proposal
15.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the public offering with full power √
Proposal on specific matters of convertible corporate bonds
16.00 proposal on acquisition of minority shareholders’ equity and related party transactions of holding subsidiaries √
It was deliberated and adopted at the 9th meeting. For details, please refer to the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the designated information disclosure media on April 15, 2022 and April 27, 2022 Announcement on the resolution of the 17th meeting of Shenzhen Txd Technology Co.Ltd(002845) the third board of directors and announcement on the resolution of the 19th meeting of Shenzhen Txd Technology Co.Ltd(002845) the third board of directors.
The above proposals 12, 13, 14, 15 and 16 are special voting matters of the general meeting of shareholders, 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. When the general meeting of shareholders votes on the above proposals 9, 10 and 16, the affiliated shareholders must avoid voting. At the same time, such shareholders cannot accept the entrustment of other shareholders to vote.
According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, the above proposal involves major matters affecting the interests of small and medium-sized investors. The company will vote on small and medium-sized investors separately, and the results of separate vote counting will be disclosed in a timely manner (small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company).
3、 Meeting registration items
1. Registration method:
(1) If a legal person shareholder is attended by its legal representative, it shall go through the registration formalities on the strength of its own ID card, copy of legal person business license (with official seal), certificate of legal representative or other valid certificates and stock account card; If the legal representative of a legal person shareholder entrusts an agent to attend the meeting, the agent must go through the registration formalities with his own ID card, a copy of the legal person’s business license (with official seal), a power of attorney signed by the legal representative and a stock account card;
(2) If a natural person shareholder attends in person, he / she shall go through the registration formalities on the strength of his / her ID card and securities account card; If an authorized agent is present, the registration formalities shall be handled on the strength of the agent’s ID card, power of attorney and the principal’s securities account card.
(3) Non local shareholders can go through the registration procedures by e-mail or fax during the registration period, but the shareholder’s name, shareholder account, contact address and telephone number shall be indicated, and a copy of ID card and securities account card shall be attached.
2. Registration time: May 9, 2022 (9:00-12:00 a.m.; 14:00-18:00 p.m.) 3. Registration place: Securities Department, 16th floor, building 2, Zhijie phase I, Yinxing high tech Industrial Park, sightseeing Road, Guanlan street, Longhua District, Shenzhen
Mailing address: 14 / F, building 2, Zhijie phase I, Yinxing high tech Industrial Park, sightseeing Road, Guanlan street, Longhua District, Shenzhen, Shenzhen Txd Technology Co.Ltd(002845) securities department, zip code: 518109, email: [email protected]. (please indicate “general meeting of shareholders” on the letter).
4、 Specific operation process of participating in online voting
The general meeting of shareholders provides online voting to all shareholders, and shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
5、 Other matters
1. Contact information
Contact: Li Cen, Gong Lanfang
Tel: 075533687792 email: [email protected].
Front desk, No. 14, Longzhi Industrial Park, Guanlan District, Shenzhen
