Securities code: Talkweb Information System Co.Ltd(002261) securities abbreviation: Talkweb Information System Co.Ltd(002261) Announcement No.: 2022037 Talkweb Information System Co.Ltd(002261)
Notice on convening the second extraordinary general meeting of shareholders in 2022 the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and
Be liable for false records, misleading statements or major omissions.
According to the resolution of the second meeting of the eighth board of directors of Talkweb Information System Co.Ltd(002261) (hereinafter referred to as “the company”), the company will hold the second extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on June 7, 2022 in the conference room on the second floor of the company’s office building. The specific matters of the meeting are hereby notified as follows: I. Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the proposal to convene this general meeting of shareholders was deliberated and adopted at the second meeting of the eighth board of directors held on May 22, 2022, and complies with the provisions of 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, Tuesday, June 7, 2022
(2) Online voting time:
a. The specific time of online voting through Shenzhen securities trading system is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on June 7, 2022;
b. The specific time of voting through the Internet of Shenzhen securities exchange is any time from 9:15 to 15:00 on June 7, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. Only one of the on-site and online voting methods can be selected for the same voting right. In case of repeated voting of the same voting right, the first voting result shall prevail.
The company will provide shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. Shareholders of the company can exercise their voting rights through the above system during the online voting time, and the same share can only choose one of them.
6. Equity registration date: Tuesday, May 31, 2022
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date. At the closing of the afternoon of the equity registration day, 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 agent of the shareholder does not need to be a shareholder of the company. (2) Directors, supervisors and senior managers of the company;
(3) Lawyers and other relevant staff employed by the company.
8. Venue of on-site meeting: conference room 2, second floor, Talkweb Information System Co.Ltd(002261) office building, No. 298, tongzipo West Road, Yuelu District, Changsha
1. Matters under consideration
remarks
Proposal code proposal name
Columns can be cast
ticket
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 about the company’s 2022 stock option and restricted stock incentive plan √
(Draft) and summary proposal
2.00 about the company’s 2022 stock option and restricted stock incentive plan √
Proposal on the implementation of assessment management measures
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s 2022 share √
Proposal on matters related to stock option and restricted stock incentive plan
2. The above proposals have been submitted after being deliberated and approved at the second meeting of the eighth board of directors and the second meeting of the eighth board of supervisors, with legal procedures and complete materials. For details of the proposal, please refer to the company’s publication in China Securities Journal, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on May 23, 2022 Announcement on the resolution of the second meeting of the eighth board of directors and announcement on the resolution of the second meeting of the eighth board of supervisors.
Special note:
1. According to the relevant provisions of the company law of the people’s Republic of China and the articles of association, the proposals submitted to the general meeting of shareholders for deliberation are special resolutions, which need to be passed by more than 2 / 3 of the total voting shares held by shareholders (including shareholders’ agents) attending the meeting.
2. According to the Listing Rules of Shenzhen Stock Exchange (revised in 2022), relevant interested shareholders must avoid voting on proposals 1 ~ 3 submitted to the general meeting of shareholders for deliberation.
3. According to the rules for the general meeting of shareholders of listed companies (revised in 2022) and the articles of association, the proposals submitted to the general meeting of shareholders for deliberation are all major matters affecting the interests of small and medium-sized investors (except shareholders who individually or jointly hold more than 5% of the company’s shares and other shareholders other than directors, supervisors and senior managers of the company). The company will count the votes of small and medium-sized investors at the general meeting of shareholders separately, And publicly disclose the vote counting results.
4. According to the relevant provisions of the measures for the administration of equity incentive of listed companies, when a listed company holds a general meeting of shareholders to review the equity incentive plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the equity incentive plan. In order to protect the interests of investors, enable the shareholders of the company to fully exercise their rights and express their wishes, all independent directors of the company unanimously agreed that Wen Ying, an independent director, would solicit the voting rights of all shareholders of the company on the matters to be considered at the general meeting of shareholders. For details of the time, method and procedure of soliciting voting rights, see the report on public solicitation of entrusted voting rights by independent directors published on cninfo.com on May 23, 2022.
3、 Meeting registration items
1. Registration method:
(1) The registration of corporate shareholders shall be carried out with a copy of business license, valid certificate of legal representative qualification, personal ID card and shareholder account card; If an agent entrusted by the legal representative attends the meeting, he must hold the power of attorney of the legal representative, shareholder account card, business license and agent ID card.
(2) Individual shareholders must have their own ID card and stock account card for registration. If an agent is entrusted to attend the meeting, the agent’s ID card, the entrusted shareholder’s ID card, the power of attorney and the principal’s stock account card must be present at the time of registration.
(3) Non local shareholders can register by written letter or fax (copies of relevant certificates shall be provided). The registration time shall be subject to the local postmark, and telephone registration is not accepted.
2. Registration time: 9:00-12:00, 14:00-16:00, June 6, 2022 (Monday)
3. Registration place: Talkweb Information System Co.Ltd(002261) Securities Department Office
4. Requirements for submission of documents when a person entrusted to exercise voting rights needs to register and vote: shareholders who are unable to attend the meeting for some reason may entrust an authorized agent to attend the meeting. If a proxy is entrusted to attend the meeting, the letter of authorization must clearly indicate the intention to approve or oppose each matter to be voted at the shareholders’ meeting. If it is not clearly stated, it shall be deemed that the proxy has the right to vote on its own. 5. Meeting contact information:
Contact: Xing neon Tel / Fax: 073188668270
6. Meeting expenses: the transportation and accommodation expenses of the participants shall be borne by themselves. 5、 Specific operation methods of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
Talkweb Information System Co.Ltd(002261) board of directors may 23, 2022
Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. The voting code is “362261”, and the voting is referred to as “Tuowei voting”.
2. This meeting is a non cumulative voting proposal, and the voting opinions are filled in: agree, disagree and abstain.
3. 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 shareholder votes 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 opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on June 7, 2022, i.e. 9:15 to 9:25 a.m., 9:30 to 11:30 a.m., 13:00 to 15:00 a.m.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15-15:00 on June 7, 2022.
2. When shareholders vote online through the Internet voting system, they need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2020) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex 2:
Power of attorney
I hereby authorize Mr. (Ms.) to attend the second extraordinary general meeting of shareholders in Talkweb Information System Co.Ltd(002261) 2022 on behalf of me (the company) and exercise the voting right on my behalf in accordance with the following instructions. If no instructions are given, the agent has the right to vote according to his own wishes.
(Note: please mark “√” under the corresponding voting opinions. If you don’t mark or mark “√” more, it will be deemed as abstention)
Remarks on proposal preparation
Check the name of the proposal in this column, agree to disagree and abstain
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting withdrawal
1.00 about the company’s stock options and restricted shares in 2022 √
Proposal on the ticket incentive plan (Draft) and summary
2.00 about the company’s stock options and restricted shares in 2022 √
Proposal on the management measures for the implementation and assessment of ticket incentive plan
3.00 on submitting to the general meeting of shareholders to authorize the board of directors to handle public
Stock options and restricted stock incentives of the company in 2022 √
Proposal on planning related matters
Name of client (signature and seal):
Client’s stock account card No.: shares held by the client:
Client’s ID number / business license No.: legal representative of the client (signature):
Signature of the trustee: ID card number of the trustee:
Date of entrustment: mm / DD / 2022. The entrustment period starts from the signing date of this power of attorney to the end of this shareholders’ meeting. (Note: the power of attorney is valid for newspaper cutting, copying or self-made according to the above format; the unit entrustment must be stamped with the official seal of the unit)
