Three'S Company Media Group Co.Ltd(605168)
The first extraordinary general meeting of shareholders in 2022
Meeting materials
Held on February 16, 2002
Three'S Company Media Group Co.Ltd(605168)
List of documents of the first extraordinary general meeting of shareholders in 2022
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2002 4 proposal 1: proposal on the company's 2022 restricted stock incentive plan (Draft) and its abstract 6 proposal 2: proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan 7 proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan Proposal 4: proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan Proposal 5: proposal on Amending the articles of association and handling the industrial and commercial change registration twelve
Three'S Company Media Group Co.Ltd(605168)
Notes to the first extraordinary general meeting of shareholders in 2022
Shareholders and shareholder representatives:
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, Three'S Company Media Group Co.Ltd(605168) (hereinafter referred to as "the company") formulates this notice in accordance with the company law, the rules of procedure of the general meeting of shareholders, the articles of association and other relevant provisions. All personnel attending the general meeting of shareholders are expected to comply with it.
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the meeting, the meeting staff will carry out necessary verification of the identity of the attendees and ask the verified ones to cooperate.
2、 In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees are invited to arrive at the meeting site on time to sign in and confirm their participation qualifications. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the number of voting rights held.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their proxies attend the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law. Shareholders and their agents attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
5、 Shareholders and their proxies who request to speak shall speak in accordance with the agenda of the meeting and with the permission of the chairman of the meeting. When more than one shareholder and shareholder's agent request to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the host shall designate the speaker. During the meeting, only shareholders and their agents are allowed to speak or ask questions. The speeches or questions of shareholders and their agents shall focus on the topics of the meeting, be concise and concise, and the time shall not exceed 5 minutes in principle.
6、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
7、 The moderator may arrange directors, supervisors and senior managers of the company to answer questions raised by shareholders. The moderator or its designated relevant personnel have the right to refuse to answer questions that may disclose the company's trade secrets and insider information and damage the common interests of the company and shareholders.
8、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters' waiver of voting rights, and the voting results of their shares shall be counted as "waiver".
9、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and the announcement of the resolution of the general meeting of shareholders is issued in combination with the voting results of on-site voting and online voting.
10、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the meeting place in accordance with the law, except the shareholders and their agents, the company's directors, supervisors, senior executives, employed lawyers and those invited by the board of directors.
11、 During the meeting, participants should pay attention to maintaining the order of the venue, do not walk around at will, and adjust their mobile phones to the silent state. Participants should leave the venue after the meeting without special reasons. The general meeting of shareholders declined to record, take photos and video.
12、 Please refer to Three'S Company Media Group Co.Ltd(605168) : Notice on convening the first extraordinary general meeting in 2022 (Announcement No.: 2022-010) disclosed by the company on the website of Shanghai Stock Exchange on January 26, 2022.
Three'S Company Media Group Co.Ltd(605168)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Date, time and place of on-site meeting
Date and time of the meeting: 14:30, February 16, 2022.
Venue: conference room 1, 12 / F, block C, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing.
2、 Voting method at the meeting
Combination of on-site voting and online voting.
3、 System, start and end date and voting time of online voting
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange.
Online voting time: 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.
4、 Meeting attendees
(I) as of the closing of the afternoon of February 11, 2022, 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 and may entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
(II) directors, supervisors and senior managers of the company.
(III) lawyers employed by the company.
(IV) other personnel
5、 Moderator: Mr. Qian Jundong, chairman
6、 On site meeting agenda
(I) sign in and confirmation of shareholders' representatives;
(II) the host announces the commencement of the on-site meeting;
(III) the moderator introduces the situation of the personnel attending the on-site meeting;
(IV) recommend two shareholder representatives and one supervisor representative and lawyer to be jointly responsible for vote counting and supervision;
(V) review the proposals of the meeting item by item;
(VI) questions from shareholders;
(VII) on site shareholders vote on the proposal;
(VIII) the vote counter counts the voting results and the scrutineer announces the voting results;
(IX) read out the resolutions of the general meeting of shareholders;
(x) witness the lawyer to read out the legal opinion;
（11） Sign resolutions and minutes of the general meeting of shareholders;
（12） Declare the meeting closed.
Proposal 1 of the board of directors on January 26, 2022: proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
Shareholders and shareholder representatives:
In recent years, the company has continuously won the trust of customers and driven the rapid growth of the company's performance by virtue of its stable management team, excellent industry talents, outstanding advertising creativity and professional experience in serving many well-known customers. In the future, the company will continue to do a good job in the industry talent reserve and scientific and effective management of excellent talents, so as to consolidate the development foundation of the company; The implementation of this new round of equity incentive will accumulate stable and sufficient talent reserves for the rapid growth of the company's subsequent performance and the development of new business directions. At the same time, in order to further improve the company's governance structure, improve the company's incentive mechanism, attract and retain outstanding talents, and fully mobilize the company's directors, senior managers The enthusiasm of middle-level managers and business backbones effectively combines the interests of shareholders, the company and the personal interests of the core team, so that all parties can pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with the company law, securities law, management measures and other relevant laws According to the regulations, normative documents and the articles of association, the company has formulated the Three'S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan (Draft) and its summary.
For details, 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) : 2022 restricted stock incentive plan (Draft) and Three'S Company Media Group Co.Ltd(605168) : summary announcement of 2022 restricted stock incentive plan (Announcement No.: 2022-009). Please review the above proposals.
Three'S Company Media Group Co.Ltd(605168) proposal 2 of the board of directors on January 26, 2022: proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
Shareholders and shareholder representatives:
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022 and the realization of the company's development strategy and business objectives, according to the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies, the stock listing rules of Shanghai Stock Exchange and the actual situation of the company, The company has formulated the management measures for the implementation and assessment of Three'S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan.
For details, 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) : management measures for the implementation and assessment of restricted stock incentive plan in 2022. Please review the above proposals.
Proposal 3 of the board of directors on January 26, 2022: proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan
Shareholders and shareholder representatives:
In order to implement the company's restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company's restricted stock incentive plan:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting price / repurchase price of restricted shares according to the methods specified in the restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the shares of restricted shares that employees give up to subscribe to to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
(5) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including but not limited to submitting an application for grant to Shanghai Stock Exchange, applying to China Securities Depository and Clearing Co., Ltd. for relevant registration and settlement business, amending the articles of association Handle the change registration of the company's registered capital, etc;
(6) Authorize the board of directors to review and confirm the incentive object's qualification and conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
(8) Authorize the board of directors to handle all matters necessary for the incentive object to lift the restriction on sales, including but not limited to applying to the stock exchange for lifting the restriction on sales, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association and handling the change registration of the company's registered capital;
(9) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(10) Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company's restricted stock incentive plan;
(11) Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to the cancellation of the restricted stock of the incentive object, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, the compensation and inheritance of the restricted stock of the deceased incentive object that has not been lifted, and the termination of the company's restricted stock incentive plan;
(12) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(13) Authorize the board of directors to manage and adjust the company's restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, the board of directors shall
