Tianyue Advanced: Notice on convening the first extraordinary general meeting of shareholders in 2025
DATE:  Jan 28 2025

Securities code: 688234 Securities abbreviation: Tianyue Advanced Announcement No.: 2025-011

Shandong Tianyue Advanced Technology Co., Ltd

Notice on the convening of the first extraordinary general meeting of shareholders in 2025

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of the announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Date of the General Meeting of Shareholders: February 19, 2025

The online voting system adopted by the general meeting of shareholders: online voting of the general meeting of shareholders of the Shanghai Stock Exchange

system

1. Basic information on the convening of the meeting

(1) The type and session of the general meeting of shareholders

First Extraordinary General Meeting of Shareholders in 2025

(2) Convener of the general meeting of shareholders: the board of directors

(3) Voting method: The voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting

(iv) The date, time and place of the on-site meeting

Date and time: February 19, 2025 at 14:30

Location: Conference Room of Tianyue Advanced Company, No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province

(5) The system, start and end dates and voting times of online voting.

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange

Online voting: February 19, 2025

Until February 19, 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.

(6) Voting procedures for margin trading, refinancing, agreed repurchase business accounts and Shanghai-Hong Kong Stock Connect investors

Involving margin trading, refinancing business, agreed repurchase business-related accounts, and investment by investors in Shanghai-Hong Kong Stock Connect

tickets, which shall be in accordance with the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation

and other relevant provisions.

(7) Involving public solicitation of shareholders' voting rights

Not involved

2. Matters to be considered by the meeting

The general meeting of shareholders deliberated on the proposal and the type of voting shareholder

Serial number Name of proposal Type of voting shareholder

Shareholders of A shares

Non-cumulative voting motions

1 √ in relation to the Company's issuance of H shares and listing on The Stock Exchange of Hong Kong Limited

motion

2 Proposal on the conversion of the company into an overseas company limited by shares √

3.00 In relation to the Company's issuance of H shares and listing on The Stock Exchange of Hong Kong Limited, √

bill

3.01 Types and par values of shares to be issued √

3.02 Issue √

3.03 Issuance √

3.04 Issuance size √

3.05 Pricing Method √

3.06 Issuance Target √

3.07 Offering Principles √

3.08 Listing Location √

3.09 Underwriting Methods √

3.10 Financing cost analysis √

3.11 Selection and employment of issuing intermediaries √

4 Proposal on the validity period of the resolution on the issuance and listing of H shares √

5. Proposal on the use plan of the company's overseas public issuance of H shares to raise funds√

6. Submit to the General Meeting of Shareholders to authorize the Board of Directors and its authorized persons to handle the √ with full authority

Proposal on matters related to the overseas public offering and listing of H shares

7 Proposal on Determining the Role of Directors of the Company √

8 Proposal on Hiring an Auditor for the Issuance and Listing of H Shares √

9 √ on the formulation of the Articles of Association (Draft) applicable to the Company after the issuance and listing of H shares

and related rules of procedure (draft).

10. √ on the revision and formulation of the corporate governance system applicable after the issuance of overseas listed shares

motion

11 Proposal on the re-appointment of the company's auditor for 2024 √

Cumulative voting motions

12.00 Proposal on the Election of Non-Independent Directors of the Second Board of Directors of the Company Directors to be Elected(1)

person

12.01 Proposal on the election of Ms. Li Wanyue as a non-independent director of the second board of directors of the Company √

13.00 Proposal on the election of independent directors of the second board of directors of the company Independent directors should be elected

(1) People

13.01 Proposal on the election of Mr. Li Guohong as an independent director of the second board of directors of the Company √

1. Explain the time and media of disclosure of each proposal

The proposal submitted to the general meeting of shareholders for consideration has been the ninth meeting of the second board of directors and the second board of directors of the company

The 10th meeting of the Board of Directors, the 8th meeting of the 2nd Board of Supervisors and the 9th meeting of the 2nd Board of Supervisors were deliberated and approved.

For details, please refer to the company's announcement on the Shanghai Stock Exchange on December 28, 2024 and January 28, 2025

Website (www.sse.com.cn) and China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily

newspaper" and other relevant announcements.

2. Special resolutions: 1, 2, 3, 4, 5, 6, 9

3. Proposals for separate counting of votes for small and medium-sized investors: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12,

13

4. Proposals involving the recusal of related shareholders from voting: none

Name of related shareholders who should abstain from voting: Not involved

5. Proposals involving the participation of preferred shareholders in voting: none

3. Precautions for voting at the general meeting of shareholders

(1) Shareholders of the Company exercise their voting rights through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange,

You can log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) to vote.

You can also log on to the Internet voting platform (website: vote.sseinfo.com) to vote. Log in to the Internet for the first time

If the online voting platform is used to vote, the investor needs to complete the shareholder identity verification. For details, please refer to Internet Investment

Ticket platform website description.

(2) The number of votes cast by a shareholder in an election exceeds the number of votes he or she has, or the number of votes cast in a differential election is exceeded

If the number of votes required is exceeded, the votes cast for the motion shall be deemed invalid.

(3) Where the same voting right is repeatedly voted on the spot, through the firm's online voting platform or by other means,

The result of the first vote shall prevail.

(4) Shareholders can only submit all proposals after they have voted on them.

(5) The voting method for the election of directors, independent directors and supervisors by cumulative voting system is detailed in Annex 2. 4. Attendees of the meeting

(1) Shareholders of the Company registered in the Shanghai Branch of China Depository and Clearing Co., Ltd. at the close of the afternoon of the share registration date have the right to attend the general meeting of shareholders (see the table below for details) and may entrust proxies to attend the meeting and vote in writing. The nominee does not have to be a shareholder of the company.

Share Class Stock Code Stock Abbreviation Share Record Date

A shares 688234 Tianyue Advanced 2025/2/14

(2) Directors, supervisors and senior management of the company.

(3) Lawyers hired by the company.

(iv) Other personnel

5. Registration for the Conference

(1) Shareholder registration

1. The legal representative or the agent entrusted by the legal representative of the legal person shall attend the meeting. If the legal representative attends the meeting, he or she shall present his or her original ID card, the original identity certificate of the legal representative, a copy of the copy of the business license of the legal person with the official seal, and the original stock account card; If an agent is appointed to attend the meeting, the agent shall present his or her original ID card, a copy of the copy of the business license of the legal person and affix the official seal, the original stock account card, and the power of attorney (see Annex 1 for the format of the power of attorney, with the official seal).

2. The shareholders of the partnership shall attend the meeting by the executive partner or the executive partner's appointed representative, or by the executive partner or the executive partner's appointed representative. If the executive partner or the executive partner's appointed representative attends the meeting, he or she shall present his or her original ID card, the original identity document of the executive partner or the appointed representative of the executive partner, a copy of the business license of the partnership with the official seal, and the original stock account card; If an agent is entrusted to attend the meeting, the agent shall present his or her original ID card, a copy of the copy of the business license of the partnership and affix the official seal, the original stock account card, and the power of attorney (see Annex 1 for the format of the power of attorney and affix the official seal).

3. If a natural person shareholder attends the meeting in person, he or she shall present his or her original ID card and stock account card; If you entrust another person to attend the meeting, you should present the original stock account card and a copy of your ID card, the original power of attorney (see Annex 1 for details of the format of the power of attorney) and the original ID card of the trustee.

4. The above-mentioned registration materials shall be provided with the original for verification, and the copy shall be retained, and a copy of the original (power of attorney) shall be provided. A copy of the registration materials of the natural person shareholder must be signed by the individual; The copy of the registration materials of the corporate shareholder must be stamped with the official seal of the company.

(2) Registration time: February 18, 2025 (10:00 a.m.-16:00 p.m.).

(3) Registration location: No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province

(4) Precautions: Shareholders or agents must bring the above supporting documents when participating in the on-site meeting, and the company does not accept telephone registration.

6. Other matters

(1) Shareholders or agents participating in the meeting shall bear their own accommodation and transportation expenses.

(2) Shareholders or agents attending the meeting should arrive at the meeting site half an hour in advance for sign-in.

(3) Contact information for the meeting

Address: No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province

E-mail: dmo@sicc.cc

Contact number: 0531-69900616

Contact: Zhong Wenqing, Wang Junguo

The announcement is hereby made.

Board of Directors of Shandong Tianyue Advanced Technology Co., Ltd

January 28, 2025

Attachment 1: Power of Attorney

Appendix 2: Explanation of the voting method for the election of directors, independent directors and supervisors using the cumulative voting system

Attachment 1: Power of Attorney

Power of Attorney

Shandong Tianyue Advanced Technology Co., Ltd.:

I hereby entrust Mr. (Ms.) to attend 2025 on behalf of my unit (or myself).

The first extraordinary general meeting of shareholders of your company in 2025 will be held on February 19, 2025, and exercise voting rights on your behalf.

Number of ordinary shares held by the delegator:

Number of preferred shares held by the client:

Principal Shareholder Account Number:

Serial Number Name of Non-cumulative Vote Proposal Agree Oppose Abstention

1 In relation to the Company's issuance of H shares on The Stock Exchange of Hong Kong Limited

Municipal bills

2. Proposal on the company's transformation into an overseas company limited by shares

3.00 In relation to the issue of H shares by the Company and on The Stock Exchange of Hong Kong Limited

Proposal of the city program

3.01 Types and par values of shares issued

3.02 Release Date

3.03 Issuance

3.04 Issuance Size

3.05 Pricing Method

3.06 Issuance Objects

3.07 Offering Principles

3.08 Place of Listing

3.09 Underwriting Methods

3.10 Analysis of financing costs

3.11 Selection of Issuing Intermediaries

4. Proposal on the validity period of the resolution on the issuance and listing of H shares

5. Proposal on the use plan of the company's overseas public issuance of H shares to raise funds

6. Submit to the General Meeting of Shareholders to authorize the Board of Directors and its authorized persons to handle the matter with full authority

Proposal on matters related to the overseas public offering of H shares and listing

7. Proposal on determining the role of the company's directors

8 Proposal on Hiring an Auditor for the Issuance and Listing of H Shares

9 Regarding the formulation of the Articles of Association applicable to the company after the issuance and listing of H shares (draft

bill) and related rules of procedure (draft).

10. Revision and formulation of the corporate governance system applicable after the issuance of overseas listed shares

degree of motion

11 Proposal on re-appointing the company's auditor for 2024

Serial Number Name of Cumulative Voting Proposal Number of Votes

12.00 Proposal on the election of non-independent directors of the second board of directors of the company

12.01 Proposal on the election of Ms. Li Wanyue as a non-independent director of the second board of directors of the company

13.00 Proposal on the election of independent directors of the second board of directors of the company

13.01 Proposal on the election of Mr. Li Guohong as an independent director of the second board of directors of the company

Signature (seal) of the principal: Signature of the trustee:

Trustee's ID Number: Trustee's ID Number:

Date of commission: YYYYYYYYYYYYYYYYYYYYYY

Remark:

The Trustee shall select one of the intentions of "Agree", "Oppose" or "Abstain" in the Power of Attorney and mark "√", and the Trustee shall have the right to vote according to his own wishes if the Principal does not make specific instructions in this Power of Attorney.

Appendix 2: Explanation of the voting method for the election of directors, independent directors and supervisors using the cumulative voting system

1. The election of director candidates, independent director candidates, and board of supervisors candidates at the general meeting of shareholders shall be numbered separately as the proposal groups. Investors should vote for each candidate in each group.

2. The number of shares declared represents the number of votes cast in the election. For each group, shareholders have a total number of votes equal to the number of directors or supervisors to be elected under the group for each share they hold. If a shareholder holds 100 shares of a listed company, and 10 directors should be elected at the general meeting of shareholders, and there are 12 director candidates, the shareholder has 1,000 votes for the board of directors election proposal group.

3. Shareholders shall vote within the limit of the number of votes cast for each group. Shareholders vote according to their own wishes, either by pooling their votes for one candidate or by voting for different candidates in any combination. After the voting is over, the number of votes for each motion will be counted separately.

4. Examples:

A listed company convenes a general meeting of shareholders to adopt the cumulative voting system to re-elect the board of directors and the board of supervisors, and should be elected

5 directors and 6 director candidates; 2 independent directors and 3 independent director candidates; should

There are 2 elected supervisors and 3 candidates for supervisors. The matters to be voted on are as follows:

Cumulative voting motions

4.00 Proposal for Election of Directors (5) directors shall be elected

4.01 Example: Chen ×× √ - √

4.02 Example: Zhao ×× √ - √

4.03 Example: Jiang ×× √ - √

…… …… √ - √

4.06 Example: Song ×× √ - √

5.00 Proposal on the Election of Independent Directors (2) independent directors shall be elected

5.01 Example: Zhang ×× √ - √

5.02 Example: Wang ×× √ - √

5.03 Example: Yang ×× √ - √

6.00 Proposal on the Election of Supervisors (2) Supervisors shall be elected

6.01 Example: Li ×× √ - √

6.02 Example: Chen ×× √ - √

6.03 Example: Huang ×× √ - √

An investor who holds 100 shares of the company at the close of the record date adopts a cumulative voting system, and he or she has 500 votes on proposal 4.00 "Proposal on the election of directors", 200 votes on proposal 5.00 "Proposal on the election of independent directors", and 200 votes on proposal 6.00 "Proposal on the election of supervisors".

The investor may vote on Motion 4.00 as he wishes with a limit of 500 votes. He or she can

500 votes can be cast together for a single candidate, or they can be dispersed among any candidate in any combination.

As shown in the table:

Serial number Name of the motion Number of votes cast

Way 1 Way 2 Way 3 Way...

4.00 Proposal on the Election of Directors - - -

4.01 Example: Chen ×× 500 100 100

4.02 Example: Zhao ×× 0 100 50

4.03 Example: Jiang ×× 0 100 200

…… …… … … …

4.06 Example: Song ×× 0 100 50

Follow Yicai Global on

star50stocks

Ticker Name

Percentage Change

Inclusion Date