Securities code: Wuxi Hodgen Technology Co.Ltd(300279) securities abbreviation: Wuxi Hodgen Technology Co.Ltd(300279) Announcement No.: 2022044 Wuxi Hodgen Technology Co.Ltd(300279)
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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “the company”) convened the sixth meeting of the Fifth Board of directors on May 18, 2022, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: the convening of this general meeting of shareholders complies with relevant laws and regulations, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting
(1) On site meeting time: 14:00 PM, Friday, June 17, 2022
(2) Online voting time:
The specific time of online voting through the trading system of Shenzhen stock exchange is: trading time on June 17, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00;
The specific time of online voting through the Internet voting system is: the starting time is 9:15 a.m. to 15:00 p.m. on June 17, 2022.
5. Convening method of the meeting: the meeting is held by combining on-site voting and online voting. 6. Equity registration date of the meeting: Friday, June 10, 2022
7. Attendee
(1) Shareholders holding shares of the company or their agents on the equity registration date
The shareholders’ meeting of the company may be attended by proxy in writing on the afternoon of the 10th day of the year of the registration of shareholders of the company and may not be attended by proxy in the afternoon of the 10th day of the year of the registration of shareholders 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. 5, Hanjiang Road, Xinwu District, Wuxi City, Jiangsu Province.
2、 Matters considered at the meeting
1. Proposal of 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
On Wuxi Hodgen Technology Co.Ltd(300279) issuing share purchase
1.00 purchase of assets and raising of supporting funds in compliance with relevant laws and regulations √
Case
Number of sub proposals of the proposal on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase √ as a vote of 2.00 to buy assets and raise supporting funds: (18)
2.01 overall plan of this transaction √
Issue shares to purchase assets
2.02 type, par value and listing place of issued shares √
2.03 subject assets √
2.04 issuing object √
Pricing base date, pricing method and price of issued shares
2.05 pricing base date √
2.06 pricing method and price √
2.07 number of shares issued √
2.08 price adjustment mechanism √
2.09 lock up period arrangement √
2.10 arrangement during transition √
2.11 arrangement of accumulated undistributed profits √
Issue shares to raise supporting funds
2.12 type, par value and listing place of issued shares √
2.13 issuing object √
2.14 issue price √
2.15 issuance quantity and supporting financing scale √
2.16 periodic arrangement of share lock √
2.17 purpose of funds √
2.18 validity period of resolution √
On Wuxi Hodgen Technology Co.Ltd(300279) issuing share purchase
3.00 report on purchasing assets and raising supporting funds (Draft) and its extract √
Proposal to be
4.00 proposal that this transaction does not constitute a major asset restructuring √
5.00 “on this transaction does not constitute a major asset restructuring of listed companies” √
Administrative measures proposal on reorganization and listing as stipulated in Article 13
6.00 proposal that this transaction does not constitute a connected transaction √
7.00 on compliance of this transaction with major asset restructuring management of listed companies √
Proposal stipulated in Article 43
8.00 on compliance of this transaction with major asset restructuring management of listed companies √
Proposal stipulated in Article 11
9.00 “on the compliance of this transaction with on the regulation of major assets of listed companies √”
Provisions on several issues of industrial restructuring proposal under Article 4
10.00 completeness and compliance of legal procedures for the performance of this transaction √
And the validity of legal documents submitted
On the basis of non existence of relevant entities in this transaction listed company
11.00 regulatory guidance No. 7 – shares related to major asset restructuring of listed companies √
Article 13 no one is allowed to participate in any listed company
Proposal on major asset restructuring of the company
12.00 on compliance of this transaction with continuous supervision of GEM listed companies √
Measures (for Trial Implementation) Article 18, Article 21 and Shenzhen
Review of major asset restructuring of companies listed on gem of stock exchange
Rules proposals stipulated in Articles 7 and 9
13.00 on compliance of this transaction with securities issuance of companies listed on GEM √
Measures for the administration of registration (for Trial Implementation) proposal on relevant provisions
14.00 “about the purchase and sale of assets within 12 months before this transaction” √
Proposal of the State Council
About the company’s stock price fluctuation not reaching Shenzhen Stock Exchange
15.00 self regulatory guidelines for listed companies No. 8 – weight of major assets √
Group proposal on the standard of Article 13 (VII)
16.00 √ on signing with the counterparty of issue of shares with effective conditions √
Proposal on the supplementary agreement to the asset purchase agreement
On the independence of the evaluation institution of this transaction and before evaluation assumptions
17.00 rationality of the proposed, correlation between the evaluation method and the evaluation purpose, and √
Proposal on evaluating the fairness of pricing
18.00 audit report, evaluation report and preparation for reference related to this transaction √
Proposal on Review Report
19.00 about the company issuing shares to purchase assets and raising supporting funds √
Proposal on diluting immediate return filling measures
20.00 proposal on employing intermediaries related to this transaction √
21.00 proposal for the general meeting of shareholders to authorize the board of directors to handle this transaction √
Proposal on relevant matters
2. Special tips
(1) The proposal on Wuxi Hodgen Technology Co.Ltd(300279) issuing shares to purchase assets and raise matching funds includes sub proposals, and each sub proposal needs to be voted one by one.
(2) The above proposals are special resolutions, which shall be adopted by shareholders or shareholders’ agents attending the general meeting with more than two-thirds of the voting rights.
(3) The above proposals have been deliberated and adopted at the third meeting of the Fifth Board of directors, the sixth meeting of the Fifth Board of directors, the second meeting of the Fifth Board of supervisors and the fifth meeting of the Fifth Board of supervisors. The independent directors have expressed independent opinions on relevant matters. For details, please refer to the company on March 31, 2022 The announcement on the resolution of the third meeting of the Fifth Board of directors (Announcement No.: 2022012), the announcement on the resolution of the sixth meeting of the Fifth Board of directors (Announcement No.: 2022041), the announcement on the resolution of the second meeting of the Fifth Board of supervisors (Announcement No.: 2022013) disclosed on the legal information disclosure platform of Shenzhen Stock Exchange on May 18, 2022 Announcement on the resolution of the fifth meeting of the Fifth Board of supervisors (Announcement No.: 2022042) and other relevant announcement documents.
3、 Meeting registration and other matters
1. Meeting registration
Registration time: from 9:00 a.m. to 11:30 a.m. and from 13:30 p.m. to 16:30 p.m. from June 13 to June 15, 2022.
Registration place: Wuxi Hodgen Technology Co.Ltd(300279) Board Office (5th floor, building 1, No. 5, Hanjiang Road, Xinwu District, Wuxi City, Jiangsu Province).
Registration method:
(1) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with the shareholder’s account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the agent’s ID card, a copy of the business license stamped with the official seal, the power of attorney issued by the legal representative (Annex III), the identity certificate of the legal representative and the stock account card of the legal person shareholder;
(2) Natural person shareholders shall go through the registration procedures with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, power of attorney (Annex III), the principal’s shareholder account card and the principal’s ID card;
(3) Non local shareholders can register by letter or fax. Shareholders should carefully fill in the registration form of participating shareholders (Annex II) for registration confirmation. Fax or letter shall be delivered to the office of the board of directors of the company before 16:30 on June 15, 2022. Please send your letter to Wuxi Hodgen Technology Co.Ltd(300279) board office, 5th floor, building 1, No. 5, Hanjiang Road, Xinwu District, Wuxi City, Jiangsu Province (postal code: 214028). Please mark “general meeting” on the envelope;
(4) The original or copy of the above supporting documents can be presented when registering. Telephone registration is not accepted for the registration of this meeting; When signing in for the meeting, the attendees shall bring the original of the above documents to the shareholders’ meeting. 2. Meeting contact information
Contact: Wu fan, Xu Xixi
Tel: 051085259761
Fax: 051085258772 (on the fax)
