Securities code: 688033 securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) Beijing Tianyishangjia New Material Corp.Ltd(688033) information of the second extraordinary general meeting of shareholders in 2022 January 2022
catalogue
Notes to the second extraordinary general meeting of shareholders in 2022 22022 agenda of the second extraordinary general meeting of shareholders 4 motion 1 5 motion 2 6 motion 3 7 motion 4 11 motion 5 12 motion 6 13 motion 7 14 motion 8 15 motion 9 16 motion 10 17 motion 11 eighteen
Beijing Tianyishangjia New Material Corp.Ltd(688033)
Notes to the second extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, ensure the order and efficiency of the general meeting of shareholders, and ensure the smooth convening of the general meeting of shareholders, in accordance with the rules of the general meeting of shareholders of listed companies, the articles of association of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as the “articles of association”) and the rules of procedure of the general meeting of shareholders of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as the “company”) of the CSRC, These instructions are hereby formulated:
1、 Based on the principle of safeguarding the legitimate rights and interests of all shareholders, maintaining the normal order of the general meeting and improving the efficiency of proceedings, the board of directors earnestly performs its duties specified in the articles of association and does a good job in convening and convening the general meeting of shareholders.
2、 The shareholders’ meeting adopts the combination of on-site voting and online voting. The proposals of the general meeting of shareholders shall be voted by open ballot. Shareholders shall exercise their voting rights according to the number of voting shares they represent, and each share shall have one vote.
3、 After the commencement of the general meeting of shareholders, the registration of the meeting shall be terminated, and the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them.
4、 After the host announces the number of shareholders and shareholder representatives attending the on-site meeting, the number of voting rights held, and the proportion of the number of voting rights held to the number of voting rights of the company, the shareholders entering the site are not entitled to participate in the on-site voting.
5、 Shareholders and their representatives attend the general meeting of shareholders and enjoy the right to speak, vote and other rights according to law. When attending the general meeting of shareholders, shareholders shall earnestly exercise and perform their legal rights and obligations, shall not infringe upon the rights and interests of other shareholders, and shall not disturb the normal order of the general meeting.
6、 If a shareholder requests to speak at the on-site meeting of the general meeting of shareholders, he shall register at the speech registration office in advance (the speech registration office is located at the sign in office of the general meeting). The presiding officer of the General Assembly shall arrange the speeches according to the list and order provided by the speech registry. Please raise your hand to ask questions on site and follow the arrangement of the host of the meeting. The name of shareholders and the total number of shares held shall be stated when speaking.
Shareholders’ speeches and questions shall be related to the topics of the shareholders’ meeting, and each speech shall not exceed 5 minutes in principle. Relevant personnel of the company shall seriously and responsibly answer the questions raised by shareholders. The company sincerely hopes to interact with the majority of investors in various ways after the meeting, and thanks all shareholders for their concern and support for the operation and development of the company!
7、 All proposals of the general meeting of shareholders are listed on the same vote. Shareholders present at the meeting are required to fill in item by item, and be sure to sign the name of the shareholder. Failure to fill in, over fill in, illegible handwriting, no signature of the voter or failure to vote shall be deemed as abstention.
8、 At the on-site meeting of the general meeting of shareholders, two shareholder representatives, one supervisor and one lawyer were elected as vote tellers, and two shareholder representatives, one supervisor and one lawyer were elected as vote supervisors, who were responsible for the statistics and supervision of the voting situation and signed the voting results of the proposal.
9、 The company does not give gifts to shareholders attending the general meeting of shareholders, nor is it responsible for arranging the board, lodging and pick-up of shareholders, so as to treat all shareholders equally.
10、 In order to ensure the seriousness and normal order of the shareholders’ meeting and effectively safeguard the legitimate rights and interests of the shareholders and their agents attending the meeting, the company has the right to refuse other personnel to enter the meeting place except the shareholders and agents attending the meeting, the company’s directors, supervisors, Secretary of the board of directors, senior managers, lawyers employed by the company and other personnel invited by the company.
11、 After the on-site meeting, the shareholders are requested to turn their mobile phones to the silent or vibrating state, and refuse personal recording, video recording and photographing. The meeting staff have the right to stop the acts that interfere with the normal procedures of the meeting, make trouble or infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.
12、 The meeting was witnessed by lawyers of Beijing Kangda law firm and issued legal opinions.
Beijing Tianyishangjia New Material Corp.Ltd(688033)
Agenda of the second extraordinary general meeting of shareholders in 2022
Online voting time: the voting time through the trading system voting platform is the trading time period on the date of the general meeting of shareholders on January 27, 2022, 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 January 27, 2022
On site meeting time: 14:30, Thursday, January 27, 2022
Venue: courtyard 7, Yingbin South Street, Doudian Town, Fangshan District, Beijing
Convener: Beijing Tianyishangjia New Material Corp.Ltd(688033) board of directors
Moderator: Ms. Wu Peifang, chairman
Agenda:
1、 Participants sign in and shareholders register their speeches
2、 The moderator declared the meeting open
3、 The moderator announced the attendance of the on-site meeting
4、 The moderator read out the notice of the meeting
5、 Deliberating various proposals one by one
6、 For the proposals deliberated at the general meeting, shareholders speak and ask questions
7、 Election of scrutineers and tellers
8、 Shareholders present at the meeting voted on various proposals
9、 Adjourn the meeting and count the voting results
10、 Upon the resumption of the meeting, the moderator announced the voting results
11、 The moderator read out the resolutions of the meeting
12、 The lawyer read out the witness opinion
13、 Signing meeting documents
14、 The host announced the end of the on-site meeting
Motion 1
Proposal on using part of the over raised funds and the remaining funds of the raised projects to invest in the construction of new projects
Dear shareholders and their agents
In order to improve the use efficiency of the company’s raised funds, better meet the market demand and expand the application field of carbon carbon composite products, The company plans to use the over raised capital of 156212900 yuan and change the “annual output of 600000 rail transit locomotive and vehicle brake pads and brake shoes project” to “annual output of 300000 rail transit vehicle brake pads / brake shoes, 300000 sets of automobile brake pads and 4125000 sets of automobile accessories project” (hereinafter referred to as “Tianjin raised investment project”) The remaining raised funds after the project amounted to 113.55 million yuan and the fruits generated from the above raised funds amounted to 20.0372 million yuan, totaling 29.0701 million yuan, and invested in the construction of “carbon material product production line automation and equipment upgrading project”.
With the large-scale of silicon wafers and the gradual increase in the quality requirements of thermal field products in the monocrystalline silicon industry, large-size and high-purity thermal field products have gradually become the development trend of the industry. The “carbon carbon composite product line automation and equipment upgrading project” proposed by the company can meet the development needs of the industry. Based on its own experience in the construction of intelligent brake pad production line, the company plans to automatically upgrade the production line of carbon carbon composite products, and is committed to improving production efficiency, product stability and consistency, saving labor cost, reducing energy consumption and comprehensively improving the competitiveness of the company’s products.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 8, 2022 Announcement on using part of the over raised funds and the remaining funds of the raised projects to invest in the construction of new projects (Announcement No.: 2022-002).
The proposal has been deliberated and adopted at the 37th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors. The independent directors have expressed their independent opinions on this matter, which are hereby submitted to the general meeting of shareholders of the company for deliberation.
Beijing Tianyishangjia New Material Corp.Ltd(688033) proposal 2 of the board of directors on January 27, 2022
Proposal on the company meeting the conditions for issuing A-Shares to specific objects
Dear shareholders and their agents
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and other relevant laws, regulations and normative documents, The company carefully compared with the requirements of listed companies on the science and innovation board to issue shares to specific objects, conducted self-examination and demonstration on the actual situation of the company, and considered that the company met the conditions for listed companies on the science and innovation board to issue A-Shares to specific objects.
The proposal has been deliberated and adopted at the 38th meeting of the second board of directors and the 24th Meeting of the second board of supervisors. The independent directors have expressed their independent opinions on this matter, which are hereby submitted to the general meeting of shareholders of the company for deliberation.
Beijing Tianyishangjia New Material Corp.Ltd(688033) proposal of the board of directors on January 27, 2022 3
Proposal on the company’s plan to issue A-Shares to specific objects in 2022
Dear shareholders and their agents
According to the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the company’s plan for issuing shares to specific objects is as follows. Please review them one by one:
1. Type and par value of issued shares
The type of shares issued to specific objects this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
2. Method and time of issuance
This issuance will be carried out by issuing A-Shares to specific objects, and will be issued to specific objects at an appropriate time within the validity period after China Securities Regulatory Commission (hereinafter referred to as “CSRC”) agrees to register.
3. Issuing object and subscription method
The target of this issuance is no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors that meet the conditions specified by the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
The final offering object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the offering according to the inquiry results after the offering is reviewed and approved by Shanghai Stock Exchange and approved to be registered by China Securities Regulatory Commission. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail. All issuers subscribe for the shares issued by the company in RMB cash at the same price. 4. Pricing base date, issue price and pricing principle
The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company’s shares is adjusted due to ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment. During the period from the pricing base date to the issue date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the issue reserve price of shares issued to specific objects will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Among them, P0 is the issuance reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and the issuance reserve price after adjustment is P1.
The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for the issuance of specific objects to obtain the registration documents of the CSRC, but shall not be lower than the above-mentioned issue reserve price.
5. Number of issues
The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 30% of the total share capital of the company before the issue to specific objects, that is, the number of shares issued this time shall not exceed 134621156 (including this number). The upper limit of the final number of shares issued shall be subject to the upper limit of the number of shares approved and registered by the CSRC. Within the above scope, the final issuance quantity shall be negotiated by the board of directors with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the final issuance price
