Securities code: 605168 securities abbreviation: Three’S Company Media Group Co.Ltd(605168) Announcement No.: 2022-010
Three’S Company Media Group Co.Ltd(605168)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders’ meeting: February 16, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 14:30, February 16, 2022
Venue: conference room 1, 12 / F, block C, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing
（5） System, start and end date and voting time of online voting.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 16, 2022
To February 16, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, 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 the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
The voting of investors involved in margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect shall be carried out in accordance with the implementation rules for online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange and other relevant provisions. （7） Involving public solicitation of shareholders’ voting rights
According to the measures for the administration of equity incentive of listed companies issued by China Securities Regulatory Commission, when the general meeting of shareholders of the company votes on the equity incentive plan, the independent directors shall solicit voting rights from all shareholders on the equity incentive plan. As the collector, Mr. Liu Shoubao, an independent director, solicited voting rights from all shareholders of the company on the proposals related to the equity incentive plan considered at the first extraordinary general meeting of shareholders in 2022. For details on the time, method and procedure of soliciting voting rights on the matters considered at the general meeting of shareholders, see the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 26, 2022 Three’S Company Media Group Co.Ltd(605168) : Announcement on public solicitation of voting rights by independent directors (Announcement No.: 2022-011). 2、 Matters considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
1. About the company’s 2022 restricted stock incentive plan (draft √)
(proposal) > and its summary
2. About the company’s 2022 restricted stock incentive plan √
Proposal on implementation of assessment management measures
3. Proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive √
Proposal on matters related to incentive plan
4 relevant regulations on adjusting 2020 restricted stock incentive plan √
Proposal on matters
5. On Amending the articles of association and handling the industrial and commercial change registration √
Proposal for
1. Time and media of disclosure of each proposal
Proposals 1, 2, 3, 4 and 5 submitted to the general meeting of shareholders have been deliberated and adopted at the sixth meeting of the third board of directors and proposals 1, 2 and 4 have been deliberated and adopted at the fifth meeting of the third board of supervisors, For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 26, 2022 Announcement.
2. Special resolution motion: motion 1, motion 2, motion 3, motion 4, motion 5
3. Proposals for independent vote counting of small and medium-sized investors: proposal 1, proposal 2, proposal 3, proposal 4, proposal 54. Proposals involving avoidance of voting by related shareholders: proposal 1, proposal 2, proposal 3, proposal 4
Names of related shareholders who should avoid voting: Wang Chuan, Zhang Hao and Li Da 5. Proposals involving the voting of preferred shareholders: No. 3. Matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed as the same class of ordinary shares or the same variety of excellent shares under all shareholders’ accounts
The first shares have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. 4、 Participants at the meeting (I) after the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A shares 605168 Three’S Company Media Group Co.Ltd(605168) 2022 / 2 / 11
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method
1. Registration time: February 14, 2022 (09:30-11:30 a.m., 13:30-17:30 p.m.). 2. Place of registration: 12 / F, block C, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing.
3. Registration method: (1) qualified individual shareholders: individual shareholders who attend the on-site meeting in person shall hold their valid ID card and stock account card; If an agent is entrusted to attend the meeting, the agent shall also hold his valid ID card and the power of attorney of the shareholder (Annex 1). (2) Non natural person shareholders who meet the attendance conditions: if the legal representative or executive partner of the non natural person shareholder attends the on-site meeting in person, he shall hold the stock account card of the non natural person shareholder, the valid ID card of the legal representative or executive partner, and the copy of the business license of the non natural person shareholder (with official seal); If an agent is entrusted to attend the meeting, the agent shall also show his valid ID card and the written power of attorney issued by the non natural person shareholder according to law (Annex 1). (3) If a margin trading investor who meets the conditions to attend the on-site meeting, it shall hold the securities account certificate issued by the securities company related to margin trading and the power of attorney issued to the investor; If the investor is an individual, it shall also hold its own valid identity certificate or other valid certificates that can indicate its identity. If the investor is a non natural person, it shall also hold a copy of the business license of the non natural person shareholder (with official seal), the valid identity certificate of the participants, and the written power of attorney issued by the non natural person shareholder according to law (Annex 1). (4) When the above-mentioned investors attending the on-site meeting handle the on-site registration on the day of the meeting, in addition to presenting the original of the above-mentioned registration materials, they need to provide another copy. The copy of the registration materials of individual shareholders needs to be signed by the shareholders themselves, and the copy of the registration materials of non natural shareholders needs to be stamped with the official seal of the unit. (5) Non local shareholders (shareholders outside Beijing) can also go through the formalities of attendance registration by letter or fax.
The above power of attorney shall be submitted to the Secretary Office of the company at least 24 hours before the convening of the general meeting of shareholders. If the power of attorney is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to be signed shall be notarized. The notarized power of attorney or other authorization documents shall be submitted to the Secretary Office of the company at the same time as the power of attorney. 6、 Other matters 1. Contact information of the meeting
Contact address: 12 / F, block C, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing
Postal Code: 100191 contact person: Xie Jiao
Tel: (010) 57648016 Fax: (010) 57648019 email: [email protected] The transportation and accommodation expenses of the attendees of this meeting shall be borne by themselves. It is hereby announced.
Three’S Company Media Group Co.Ltd(605168) board of directors January 26, 2022 Annex 1: power of attorney
Power of attorney
Three’S Company Media Group Co.Ltd(605168) ：
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of your company in 2022 held on February 16, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1. About the company’s 2022 restricted stock incentive plan (Draft) > and its summary
Proposal to be
2. Management Office for the assessment of the implementation of the company’s restricted stock incentive plan in 2022
Bill on the law of the people’s Republic of China
3. Notice on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive plan
Appropriate proposal
4. Proposal on adjusting relevant matters of 2020 restricted stock incentive plan
5. Proposal on Amending the articles of association and handling industrial and commercial change registration
Signature (seal) of the trustor: signature of the trustee:
The ID number of the client: the ID number of the trustee:
Date of entrustment: mm / DD / yy
Note: the trustor shall choose one of “agree”, “oppose” or “abstain” in the power of attorney and tick “√”. If the trustor does not give specific instructions in this power of attorney, the trustee has the right to vote according to its own wishes.
