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Securities code: 688005 Securities abbreviation: Rongbai Technology
Ningbo Ronbay New Energy Technology Co., Ltd
First Extraordinary General Meeting of Shareholders in 2025
Meeting Materials
January 2025
Ningbo Ronbay New Energy Technology Co., Ltd
2025 First Extraordinary General Meeting of Shareholders Meeting Materials Catalogue
Notice of the First Extraordinary General Meeting of Shareholders in 2025 ...... 2
Agenda for the First Extraordinary General Meeting of Shareholders in 2025 ...... 4
Motion 1: Deliberation <独立董事工作制度>of the "Proposal on Amendment" ...... 5
Proposal 2: Review the "Proposal on the Plan for Converting Capital Reserve into Share Capital in the Third Quarter of 2024" ...... 6
Ningbo Ronbay New Energy Technology Co., Ltd
Notice to the First Extraordinary General Meeting of Shareholders in 2025
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, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Rules of the General Meeting of Shareholders of Listed Companies", "Articles of Association of Ningbo Rongbai New Energy Technology Co., Ltd.", "Rules of Procedure of the General Meeting of Shareholders of Ningbo Rongbai New Energy Technology Co., Ltd." and other relevant regulations, Ningbo Rongbai New Energy Technology Co., Ltd. (hereinafter referred to as the "Company") 2025 is hereby formulated Notice of the First Extraordinary General Meeting of Shareholders of the Year:
1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants attending the meeting, and ask the checked person to cooperate.
2. In order to ensure the seriousness and normal order of the general meeting and effectively safeguard the legitimate rights and interests of shareholders, it is necessary to ask the shareholders attending the meeting or their agents or other attendees to arrive at the venue on time to sign in to confirm the qualifications to participate. Shareholders or shareholder representatives who enter the venue after that time shall not be entitled to participate in the on-site voting.
3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.
4. Shareholders and shareholder representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and shareholder representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholder representatives, and shall not disrupt the normal order of the general meeting of shareholders.
5. Shareholders and shareholder representatives who are required to speak should be registered at the sign-in office of the general meeting of shareholders in advance, and only shareholders and shareholder representatives are accepted to speak or ask questions during the meeting. When more than one shareholder and shareholder representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Shareholders and shareholder representatives should speak or ask questions about the topic of the meeting, concisely and concisely, and the time should not exceed 5 minutes.
6. When shareholders and shareholder representatives request to speak or ask questions, they shall not interrupt the report of the meeting rapporteur or the speeches of other shareholders and shareholder representatives, and shareholders and shareholder representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer of the meeting has the right to refuse or stop them.
7. The presiding officer may arrange for the company's directors, supervisors, senior managers or their designated relevant personnel to answer the questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.
8. Shareholders and shareholder representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders or shareholder representatives attending the meeting must sign the name of the shareholder on the voting ballot. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".
9. Before the general meeting of shareholders votes on the proposal, two shareholder representatives will be elected to participate in the vote counting and scrutiny; When the general meeting of shareholders votes on the proposal, the witness lawyer, the shareholder representative and the supervisor representative are jointly responsible for counting and scrutinizing the votes; The results of the on-site voting will be announced by the presiding officer of the meeting.
10. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
11. In order to ensure the solemnity and normal order of the general meeting of shareholders, the company has the right to refuse other personnel to enter the venue in accordance with the law, except for shareholders and shareholder representatives, directors, supervisors, senior managers, hired lawyers and persons invited by the board of directors attending the meeting.
12. At this meeting, the company hired a practicing lawyer from Grandall Law Firm (Shanghai) to attend the meeting and issue a legal opinion.
13. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, and the participants should leave the venue after the conference without special reasons.
14. The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders. The company does not issue gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodations for shareholders attending shareholders' meetings, and treats all shareholders equally.
15. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the Notice of Ningbo Rongbai New Energy Technology Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025 (Announcement No.: 2024-072) disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 31, 2024.
Ningbo Ronbay New Energy Technology Co., Ltd
Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025
1. Time, place and voting method of the meeting
1. On-site meeting time: 10:30 on January 15, 2025
2. On-site meeting place: Conference room on the second floor of Ningbo Rongbai New Energy Technology Co., Ltd., No. 39, Tanjialing East Road, Yuyao City, Zhejiang Province
3. The system, start and end date and voting time of online voting
Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
Online voting starts and ends from January 15, 2025 to January 15, 2025
Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2. Agenda of the meeting
(1) Participants sign in and receive meeting materials, and shareholders register for speeches.
(2) The presiding officer announces the opening of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held.
(3) Read out the instructions for the general meeting of shareholders.
(4) Elect members for vote counting and scrutineers.
(5) To deliberate on the proposals of the meeting
1. Proposal on amending the "Working System for Independent Directors".
2. Proposal on the plan for the conversion of capital reserve into share capital in the third quarter of 2024
(6) In response to the deliberation of the General Assembly, the shareholders and shareholder representatives at the meeting made speeches and asked questions.
(7) Shareholders and shareholder representatives attending the meeting vote on various proposals.
(8) Adjourn the meeting and count the voting results.
(9) Resumption of the meeting, reading out the voting results of the meeting and the resolution of the general meeting of shareholders.
(10) Witness the lawyer's reading of the legal opinion.
(11) Sign the documents of the meeting.
(12) End of the meeting.
Motion 1: Deliberation <独立董事工作制度>of the "Proposal on Amendment"
Dear Shareholders and Shareholder Representatives,
Ningbo Ronbay New Energy Technology Co., Ltd. (hereinafter referred to as the "Company") in accordance with the "Company Law of the People's Republic of China", "Articles of Association" and other relevant provisions, combined with the "Measures for the Administration of Independent Directors of Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operation" and other provisions and the actual situation of the company, the company has a comprehensive review of the "Ningbo Ronbay New Energy Co., Ltd. Independent Director Work System" (hereinafter referred to as the " The Working System for Independent Directors") has been revised.
This proposal has been reviewed at the 37th meeting of the second board of directors of the company held on July 31, 2024
The relevant system was published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on August 1, 2024
Disclosure, this proposal is now submitted to the general meeting of shareholders for consideration by shareholders and shareholder representatives.
Board of Directors of Ningbo Rongbai New Energy Technology Co., Ltd
January 2025
Proposal 2: Review the "Proposal on the Plan for Converting Capital Reserve into Share Capital in the Third Quarter of 2024"
Dear Shareholders and Shareholder Representatives,
Based on the company's profitability and operating conditions, in order to meet the needs of the company's long-term development, it is planned to use capital reserve to increase share capital to increase the company's registered capital and stock liquidity. The plan for the conversion of share capital is as follows:
Audited by Tianjian Certified Public Accountants (Special General Partnership), the company as of September 30, 2024
The total share capital is 483,029,659 shares, less 10,090,435 shares in the special repurchase account and the shares to be repurchased and cancelled
29,804 shares of restricted shares are calculated on the basis of rights, and it is planned to increase 4.9 shares for every 10 shares, with a total increase
231,725,615 shares, and the total share capital of the company will increase to 714,755,274 shares after the conversion. (The total share capital of the company after the conversion is subject to the final registration results of China Securities Depository and Clearing Corporation Shanghai Branch).
If the total share capital of the company changes due to the conversion of convertible bonds into shares/repurchase of shares/share repurchase and cancellation of equity incentive grants/repurchase and cancellation of major asset restructuring shares during the period from the date of disclosure of this announcement to the registration date of the implementation of equity distribution, the company intends to maintain the conversion ratio per share unchanged and adjust the total amount of conversion and increase accordingly. If there is a subsequent change in the total share capital, the specific adjustment will be announced separately.
This proposal has been deliberated and passed by the third meeting of the third board of directors of the company.
This proposal is now submitted to the general meeting of shareholders for consideration by shareholders and shareholder representatives.
Board of Directors of Ningbo Rongbai New Energy Technology Co., Ltd
January 2025
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