Shandong Tianyue Advanced Technology Co., Ltd
(No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province)
(Stock code: 688234 Stock abbreviation: Tianyue Advanced)
First Extraordinary General Meeting of Shareholders in 2025
Meeting Materials
February 2025
Table of Contents
Table of Contents...... 1
Notice of the First Extraordinary General Meeting of Shareholders in 2025...... 2
Agenda for the First Extraordinary General Meeting of Shareholders in 2025...... 4
Proposal 1: Proposal on the Company's Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited ...... 6
Proposal 2: Proposal on the company's conversion to an overseas company limited by shares...... 7. Proposal 3: Proposal on the company's plan to issue H shares and list on the Stock Exchange of Hong Kong Limited
...... 8
Proposal 4: Proposal on the validity period of the resolution on the issuance and listing of H shares...... 12
Proposal 5: Proposal on the use plan of the company's overseas public issuance of H shares to raise funds...... 13. Proposal 6: Submit to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the overseas public development
Motions on matters relating to the merger and listing of H shares...... 14
Proposal 7: Proposal on determining the role of the company's directors...... 21
Proposal 8: Proposal on Hiring an Auditor for the Issuance and Listing of H Shares ...... 22. Proposal 9: On formulating the "Articles of Association (Draft)" and related proposals applicable to the company after the issuance and listing of H shares
Bill of Procedure (Draft...... 23 Proposal 10: Proposal on Amending and Formulating the Corporate Governance System Applicable after the Issuance of Overseas Listed Shares...... 25
Proposal 11: Proposal on re-appointing the company's auditor for 2024...... 26
Proposal 12: Proposal on the election of non-independent directors of the second board of directors of the company...... 27
Proposal 13: Proposal on the election of independent directors of the second board of directors of the company...... 28
Notice to the First Extraordinary General Meeting of Shareholders in 2025
In accordance with the "Company Law", "Securities Law", "Articles of Association", "Rules of Procedure of the General Meeting of Shareholders" and other relevant provisions, in order to safeguard the legitimate interests of shareholders and ensure the normal order and efficiency of the shareholders' meeting, Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Company") hereby formulates the following meeting instructions, which all personnel attending the general meeting of shareholders are requested to abide by:
1. In order to ensure the seriousness and normal order of the meeting, and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders' agents) attending the meeting, the company has the right to refuse other unrelated personnel to enter the venue in accordance with the law, except for the shareholders (or shareholders' representatives) attending the meeting, the company's directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors.
2. Shareholders and shareholders' representatives attending the meeting must go through the sign-in procedures at the meeting site 20 minutes before the meeting, and please present the securities account card, identity document or legal person unit certificate, power of attorney, etc., and receive the meeting materials after verification before attending the meeting.
After the start of the meeting, the presiding officer of the meeting announces the number of shareholders present at the meeting and the total number of shares with voting rights held by them, and shareholders who enter the meeting after this time are not entitled to participate in the on-site voting.
3. The meeting shall deliberate and vote on the proposals in the order listed in the notice of the meeting.
4. Shareholders and shareholders' 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 their 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 shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.
5. Shareholders and shareholders' representatives who are required to speak should be registered at the sign-in place of the general meeting of shareholders in advance, and only shareholders and shareholders' representatives are accepted to speak or ask questions during the meeting. If more than one shareholder and the shareholder's 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 shareholders' 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 shareholders' representatives request to speak or ask questions, they shall not interrupt the report of the meeting rapporteur or the speeches of other shareholders and shareholders' representatives, and shareholders and shareholders' 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 has the right to refuse or stop them.
7. The host can arrange for the company's directors, supervisors and senior managers to answer questions raised by shareholders and shareholders' representatives. For those who may leak the company's trade secrets and/or inside information, harming the common interests of the company and shareholders
If a question is asked, the moderator or his/her designated person has the right to refuse to answer.
8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting for non-cumulative voting proposals: agree, oppose or abstain; For cumulative voting proposals, voting shall be limited to the number of votes cast for each motion group, and after the voting is over, the cumulative number of votes for each motion shall be counted separately. Shareholders or their proxies must sign the names of shareholders on the voting papers. 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. 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.
10. The meeting was witnessed by the practicing lawyers of the law firm hired by the company and issued legal opinions.
11. 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 silent state, refuse personal audio recording, video recording and photography, and have the right to stop the behavior of interfering with the normal procedures of the meeting, picking quarrels and provoking troubles or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for processing.
12. The company does not issue gifts to shareholders attending the general meeting of shareholders, and is not responsible for arranging the accommodation of shareholders attending the general meeting of shareholders, and treats all shareholders on an equal footing.
13. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the company's announcement in January 2025
The "Notice on Convening the First Extraordinary General Meeting of Shareholders in 2025" (Announcement No.: 2025-011) disclosed on the website of the Shanghai Stock Exchange on May 28.
Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025
First, the basic situation of the meeting
(1) Meeting time: 14:30 on February 19, 2025
(2) Meeting place: Conference Room of Tianyue Advanced Company, No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province (3) Meeting convener: the board of directors of the company
(4) Presiding officer: Mr. Zong Yanmin, chairman of the board
(5) The system, start and end dates, 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 February 19, 2025 to February 19, 2025
Using the online voting system of the Shanghai Stock Exchange, the voting time of the voting platform through the trading system is as follows
The trading hours on the day of the general meeting of shareholders, i.e., 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.
2. Agenda of the meeting
(1) Participants sign in, receive meeting materials, and shareholders register for speeches
(2) The presiding officer announces the opening of the meeting, reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held, and introduces the participants and non-voting personnel of the on-site meeting
(3) Read out the instructions for the general meeting of shareholders
(4) Elect members for vote counting and scrutineers
(5) Deliberation of bills
Serial Number Name of the motion
Non-cumulative voting motions
1 Proposal in relation to the issuance of H shares by the Company and listing on The Stock Exchange of Hong Kong Limited
2. Proposal on the company's transformation into an overseas company limited by shares
3.00 Proposal on the Company's Proposal to Issue H Shares and List on The Stock Exchange of Hong Kong Limited
3.01 Types and par values of shares issued
3.02 Release Date
3.03 Issuance
3.04 Issuance Size
3.05 Pricing Method
Serial Number Name of the motion
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
Regarding the proposal to the general meeting of shareholders to authorize the board of directors and its authorized persons to handle the overseas public offering H
6 Motions on matters related to the merger and listing of shares
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 (Draft) and related rules of procedure applicable to the Company after the issuance and listing of H shares
(Draft) of the bill
10. Proposal on Amending and Formulating the Corporate Governance System to be Applied After the Issuance of Overseas Listed Shares
11 Proposal on re-appointing 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
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
(6) Shareholders and shareholders' representatives at the meeting make speeches and ask questions
(7) Shareholders and shareholders' representatives at the meeting vote on the proposal
(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) The participants sign the relevant documents of the meeting
(12) End of the meeting
of motions
Dear Shareholders and Shareholders' Representatives,
In order to accelerate the internationalization strategy and overseas business layout of Shandong Tianyue Advanced Technology Co., Ltd. (hereinafter referred to as the "Company"), enhance the Company's overseas financing capabilities, and further improve the Company's capital strength and comprehensive competitiveness, the Company intends to publicly issue H shares overseas and list on the Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") (hereinafter referred to as the "H-share Listing") in accordance with the Company's overall development strategy and operational needs.
In accordance with the provisions of relevant laws, regulations and regulatory rules such as the Company Law, the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises, and the Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing No. 1, combined with the actual situation of the Company, the Company's H-share listing complies with the requirements and conditions of relevant domestic laws, regulations and normative documents.
In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the relevant requirements of Hong Kong law on the issuance and listing of shares in Hong Kong by issuers incorporated in China, the Company's H-share listing will be conducted in accordance with the requirements and conditions of Hong Kong law and the Listing Rules, and will be filed or approved by relevant government agencies and regulatory authorities such as the China Securities Regulatory Commission, the Hong Kong Stock Exchange and the Hong Kong Securities and Futures Commission as required.
This proposal has been deliberated and passed by the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 2: Proposal on the company's transformation into an overseas company limited by shares
Dear Shareholders and Shareholders' Representatives,
For the purpose of the Company's overseas public offering of H Shares and listing on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") (the "H Share Listing"), in accordance with the relevant laws and regulations, the Company will, in accordance with the terms and conditions set out in the H Share Prospectus and the H Share International Placing Prospectus, on such date as the Board and/or the persons authorized by the Board and/or the underwriters (or their representatives) appointed, in accordance with the terms and conditions set out in the H Share Prospectus and the H Share International Placing Prospectus, Issuance and placing of H shares to overseas professional institutions, corporations and natural persons and other eligible investors and listing on the Main Board of the Hong Kong Stock Exchange. After the H-share listing, the company will be converted into an overseas company limited by shares.
This proposal has been deliberated and passed by the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 3: Regarding the issuance of H shares by the company and listing on The Stock Exchange of Hong Kong Limited
Proposal of the program
Dear Shareholders and Shareholders' Representatives,
The Company intends to issue H shares overseas and apply for listing on the Main Board of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") (hereinafter referred to as the "H-share Listing"), and the specific listing plan is as follows:
3.01. The type and par value of the shares issued
The shares listed in this offering are overseas listed foreign shares (H shares) listed on the main board of the Hong Kong Stock Exchange, all of which are in the form of ordinary shares, with a par value marked in RMB and subscribed in foreign currency, with a par value of RMB 1 per share.
3.02. Issue time
The Company will select an appropriate time and issuance window to complete the listing of H shares within the validity period of the resolution of the general meeting of shareholders, and the specific issuance and listing time will be determined by the board of directors and/or persons authorized by the board of directors authorized by the general meeting of shareholders in accordance with the conditions of domestic and foreign capital markets and the progress of approval/filing by relevant regulatory authorities at home and abroad.
3.03. Issuance method
The offering was a Hong Kong public offering and an international placement of new shares, with the Hong Kong public offering being a public offering to Hong Kong public investors and the international placing being placed to international institutional investors who meet the investor qualifications. Subject to international capital market practices and market conditions, an international placement may include, but is not limited to: (1) an offering to accredited institutional investors in the United States pursuant to Rule 144A (or other exemptions) under the U.S. Securities Act of 1933, as amended; and/or (2) an offering outside the U.S. pursuant to Regulation S under the U.S. Securities Act of 1933, as amended.
The specific issuance method will be determined by the board of directors and/or persons authorized by the board of directors authorized by the general meeting of shareholders in accordance with relevant laws and regulations, approvals or filings by domestic and foreign regulatory authorities, and market conditions.
3.04. Issuance scale
Under the premise of regulatory requirements (or exemptions) such as the minimum issuance ratio, minimum public shareholding and circulation ratio regulations of the H-share listing venue, combined with the company's own capital needs and capital needs for future business development, the company intends to apply for a public offering of no more than the total number of shares of the company after the issuance without exercising the over-allotment right
15% of the H shares; The Board of Directors shall then have the right to grant to the Underwriters up to the aforesaid H-Share Issue, subject to market conditions
15% over-allotment option for line size. The final number and proportion of the issuance shall be determined by the board of directors and/or persons authorized by the board of directors authorized by the general meeting of shareholders in accordance with the company's capital requirements, legal provisions, approval/filing by domestic and foreign regulatory authorities and market conditions at the time of issuance, and shall be subject to the actual number of H shares issued by the company after the completion of the issuance in accordance with the international underwriting agreement signed with the relevant underwriters and the Hong Kong underwriting agreement respectively, and the company's increased registered capital shall also be subject to the actual number of new shares issued after the completion of the issuance, and shall be subject to the relevant domestic regulatory authorities, the Hong Kong Stock Exchange and other relevant institutions can only be executed after approval/filing.
3.05. Pricing method
The price of the H-share issuance will be determined by the board of directors authorized by the general meeting of shareholders of the company and/or the authorized persons of the board of directors and the underwriters through negotiation with full consideration of the interests of the company's existing shareholders and foreign investors, combined with the international capital market at the time of issuance, the issuance situation of the Hong Kong stock market, the general valuation level of comparable companies in the industry in which the company is located, and the market subscription, and according to the demand for overseas orders and the results of bookkeeping.
3.06. Issuance object
The H-share offering is intended to be offered globally to investors outside China (including Hong Kong, Macao, Taiwan and foreign), as well as domestic qualified investors who have the right to make overseas securities investments in accordance with the relevant laws of the PRC and other investors who are approved by the regulatory authorities to make overseas investments.
3.07. Offering Principles
The offering was a Hong Kong public offering and an international placing of new shares.
The number of shares allotted to subscribers will be determined by the number of valid applications received for the Hong Kong Public Offering. The basis of the allotment may vary depending on the number of shares validly applied for by the subscriber in the public offering in Hong Kong and the multiple of oversubscription, but will still be allocated in strict accordance with the proportion specified (or exempted) under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Where appropriate, the allotment of shares may also be conducted by balloting, i.e. some subscribers may be allotted more shares than other subscribers who apply for the same number of shares, while unsuccessful subscribers may not be allotted any shares, and the proportion of the Hong Kong public offering will be subject to a "clawback" mechanism (if applicable) in accordance with the requirements of the Listing Rules or the relevant guidelines published by the Hong Kong Stock Exchange from time to time and such oversubscription multiples as otherwise exempted from approval by the Hong Kong Stock Exchange. The company may also apply to the Hong Kong Stock Exchange for an exemption from the "clawback" mechanism depending on the Listing Rules and the specific size at the time of the offering.
The proportion of the International Placing in the Offering will be determined based on the proportion of the Hong Kong Public Offering (after "clawback", if applicable). The placing object and placement quota of the international placing part will be filled according to the accumulated orders
It is determined by considering various factors, including but not limited to: the total amount of orders placed by the investor, the overall oversubscription multiple, the quality of the investor, the importance of the investor and the performance of the investor in past transactions, the time when the investor placed the order, the size of the order, the sensitivity of the price, the degree of participation in the pre-roadshow, the expected future behavior of the investor, etc.
Subject to the requirements of relevant laws and regulations and the Listing Rules, priority will be given to cornerstone investors (if any), strategic investors (if any) and institutional investors in this international placing.
The announcement of this Scheme does not constitute an offer or solicitation of an offer to sell shares in the Company in any country or jurisdiction in which an offer or sale of shares in the Company is not permitted, and the Company has not induced any person to make an offer to buy shares in the Company. The Company may only sell the Company's shares or accept an offer to buy the Company's shares (other than cornerstone investors and strategic investors (if any)) after the publication of a prospectus in accordance with the requirements of the Listing Rules.
3.08. Place of listing
The full public offering of H shares (in the form of ordinary shares) will be listed on the Main Board of the Hong Kong Stock Exchange.
3.09. Underwriting method
The offering was underwritten by an underwriting syndicate organized by the lead underwriters.
3.10. Analysis of financing costs
It is expected that the financing costs of this H-share listing include sponsor fees, underwriting fees, domestic and foreign lawyer fees of the company, domestic and foreign lawyer fees of underwriters, fees of background adjustment agencies, litigation search fees, trademark attorney fees, sanctions lawyer fees, auditor fees, internal control consultant fees, industry consultant fees, compliance consultant fees, financial public relations fees, printer fees, secretarial company fees, share registrar fees, receiving bank fees, listing application fees paid to the Hong Kong Stock Exchange, Roadshow fees and other intermediary fees, registration prospectus fees, etc., the specific amount of fees is yet to be determined.
3.11. Selection and employment of issuing intermediaries
3.11.1 The professional intermediaries to be hired for the H-share listing include but are not limited to sponsors and underwriting syndicates
(including overall coordinators, capital market intermediaries, global coordinators, bookrunners, lead managers), domestic lawyers of the company, overseas lawyers of the company, domestic lawyers of underwriters, overseas lawyers of underwriters, trademark lawyers, sanctions lawyers, auditors, internal control consultants, industry consultants, printers, compliance consultants, company secretaries, financial public relations companies, roadshow companies, beneficiary banks, H-share share registrars, background investigation agencies, litigation search agencies and other intermediaries related to the H-share listing, In addition to the intermediaries directly engaged by the general meeting of shareholders of the Company, the general meeting of shareholders of the Company shall authorize the Board of Directors and/or persons authorized by the Board of Directors to select the intermediaries to be engaged for the H-share listing and finally sign the relevant entrustment agreements or contracts with them.
3.11.2 Intermediary selection method: In view of the fact that the intermediary to be hired for this H-share listing must be in Hong Kong
For the relevant qualifications recognized by the Stock Exchange, the company will select intermediaries through competitive negotiation, negotiated procurement and other legal and compliant methods.
This proposal has been deliberated and passed by the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 4: Proposal on the validity period of the resolution on the issuance and listing of H shares
Dear Shareholders and Shareholders' Representatives,
According to the needs of the H-share listing, the board of directors proposed to the general meeting of shareholders to approve the company's H-share listing
The relevant resolutions shall be valid for 18 months from the date of deliberation and approval by the general meeting of shareholders of the Company. If the Company has obtained the filing or review approval documents from the relevant regulatory authorities (including the China Securities Regulatory Commission, the Hong Kong Securities and Futures Commission and the Hong Kong Stock Exchange) for the H-Share Listing within such validity period, the validity period of the resolution will be automatically extended to the later date of the completion of the H-Share Listing and the date of completion of the H-Share Offering under the exercise of the Over-allotment Option (if any).
This proposal has been deliberated and passed by the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 5: Proposal on the use plan of the company's overseas public offering of H shares to raise funds
Dear Shareholders and Shareholders' Representatives,
After deducting the issuance expenses, the funds raised by the company's H-share listing are planned to be used to, but not limited to: continue to expand the production capacity of 8-inch or larger substrates at home and abroad, and improve the production efficiency of the existing production capacity; Strengthen technology research and development, maintain innovation leadership, and enrich product portfolio and working capital and other general corporate purposes.
After the specific issuance scale is determined, if the raised funds are insufficient for the part of the project capital demand, the company will solve it through other means according to the actual needs; If the raised funds exceed the part of the project capital requirements, the excess part will be used to supplement working capital and other purposes.
The board of directors of the company intends to apply to the general meeting of shareholders to authorize the board of directors and/or persons authorized by the board of directors to adjust the use of raised funds within the scope of the use of raised funds approved by the general meeting of shareholders in accordance with the project filing/approval and investment progress in the process of filing/review and approval of the listing application, the relevant opinions of government departments, regulatory agencies or stock exchanges, the company's operation and actual needs, etc. The order and investment amount shall be adjusted individually, the progress of the investment plan of the raised funds shall be determined, the material contracts in the operation of the investment projects of the raised funds shall be signed, and the use of the over-raised funds shall be determined (if applicable) according to the disclosure of the prospectus. The use of the proceeds from the Company's H-share listing is subject to the disclosure of the final draft of the prospectus approved by the Board of Directors and/or persons authorized by the Board.
This proposal has been deliberated and passed by the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 6, on the proposal to the general meeting of shareholders to authorize the board of directors and its authorized persons to deal with the provisions of this article
Proposal on matters related to the public offering and listing of H shares overseas
Dear Shareholders and Shareholders' Representatives,
In accordance with the needs of the Company's H-share listing, the Board of Directors proposes to the General Meeting of Shareholders to authorize the Board of Directors and/or persons authorized by the Board of Directors to handle all matters related to the H-Share Listing on behalf of the Company individually or jointly in accordance with the resolutions of the General Meeting of Shareholders and the authorization of the Board of Directors, including but not limited to:
1. According to the opinions of relevant domestic and foreign government agencies, regulatory agencies and stock exchanges (including but not limited to the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), the Hong Kong Securities and Futures Commission (hereinafter referred to as the "Hong Kong Securities Regulatory Commission"), the Hong Kong Stock Exchange, the China Securities Depository and Clearing Corporation Limited, the Hong Kong Companies Registry and the Hong Kong Securities Clearing Company Limited) and combined with the market environment, the H-share listing plan and related proposals will be modified, improved and implemented. Including but not limited to determining the specific H-share issuance size, issue price (including currency, price range and final pricing), issuance time, issuance method, issuance object, placement ratio, strategic allotment, over-allotment, specific use plan and amount of raised funds and any other matters related to the implementation of the H-share listing plan; approve the payment of necessary listing fees, including but not limited to initial listing fees; Through the estimation of listing fees, the issuance of formal announcements and all other announcements related to the listing of H Shares (including but not limited to the announcement of the appointment of the overall coordinator and the announcement of the results of the offering and allotment).
2. Specifically handle matters related to the H-share listing, including but not limited to approval, recognition, drafting, signing, submission and publication (if applicable), execution, modification, suspension and termination of any agreements, contracts, prospectus documents or other documents related to the H-share listing, including but not limited to sponsor and overall coordinator agreements, any related/connected transaction (framework) agreements (including the determination of the annual cap amount of transactions under the relevant agreements, if applicable), compliance advisory agreements, confidentiality agreements, Investment Agreements (including Cornerstone Investor Agreements), H Share Register Agreements, Beneficiary Bank Agreements, Underwriting Agreements, Pricing Agreements, Agreements for Engaging Intermediaries (including but not limited to Syndicate Members (including Coordinators, Capital Market Intermediaries, Global Coordinators, Bookrunners, Lead Managers), Domestic and Foreign Lawyers, Overseas Accountants, Trademark Lawyers, Sanctions Lawyers, Internal Control Consultants, Industry Consultants, Printers, Company Secretaries, Financial PR Firms, Compliance Consultants, Beneficiary Banks, Background Investigation Agencies, LITIGATION SEARCH AGENCY, ETC.), FASTINTERFACEFORNEWISSUANCE (FINI) ASSOCIATION
to register as a "non-Hong Kong company" in accordance with the requirements under the Companies Ordinance of Hong Kong and to submit the relevant documents and any other agreements, contracts, undertakings, deeds, letters and affixing the company's official seal on such documents; appoint sponsors, underwriters, domestic and foreign lawyers, overseas accountants, trademark lawyers, sanctions lawyers, internal control consultants, industry consultants, printers, company secretaries, financial public relations firms, compliance consultants, share registrars and transfer agencies, beneficiary banks, background investigation agencies, litigation search agencies and other intermediaries in connection with the H-share listing; Certify, confirm, approve and sign the documents required for the H-share listing (including but not limited to various confirmation letters, verification notes and letters of responsibility issued by the Company to the sponsor and domestic and foreign lawyers, profit forecasts and cash flow forecasts, prospectuses, listing application forms (hereinafter referred to as "Form A1"), electronic forms, board resolutions, filing reports, letters of commitment, documents for reference, display documents, etc.); drafting, amending, approving, signing, lodging, finalizing/distributing prospectuses (including Application Proofs, Post-Hearing Information Pack, Red Herring Prospectus and International Offering Circular), approving the issue of share certificates and share transfers; If there are cornerstone investors, approve the joining of cornerstone investors and sign the agreement related to the cornerstone investment; Approve domestic and foreign application documents and affix the company's official seal to the above-mentioned documents; issuing undertakings, representations, confirmations and authorisations to sponsors, the SEHK and/or the SFC; the appointment, discharge or replacement of the company secretary, two authorised representatives to communicate with the Hong Kong Stock Exchange and an agent for service of process in Hong Kong on behalf of the company; Representing the Company in communicating with the China Securities Regulatory Commission, the Hong Kong Stock Exchange, the Hong Kong Securities and Futures Commission and other relevant government agencies and regulatory agencies; Submit an application to the Hong Kong Stock Exchange (SEHK) for the Electronic Submission System (ESS); apply to Hong Kong Securities Clearing Company Limited for access to the Central Clearing and Settlement System (CCASS) and submit and issue relevant documents as well as undertakings, confirmations and authorizations; In accordance with regulatory requirements and market practices, handle matters related to the purchase of liability insurance for directors, supervisors and senior management of the company and liability insurance in the prospectus (including but not limited to determining the insurance company; Determine the amount of insurance, premiums and other insurance terms; selection and appointment of insurance broker companies or other intermediaries; Sign relevant legal documents and deal with other matters related to insurance, etc.), and handle matters related to renewal or re-insurance on or before the expiration of the D&O liability insurance contract in the future, as well as other matters related to the implementation of the H-share listing.
3. According to the H-share listing plan deliberated and approved by the general meeting of shareholders, approve, draft, amend, sign and submit various applications, filings, memoranda, reports, materials, etc. related to the H-share listing to relevant domestic and foreign government agencies, regulatory agencies and stock exchanges (including but not limited to the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission, the Hong Kong Stock Exchange, China Securities Depository and Clearing Corporation Limited, the Hong Kong Companies Registry and the Hong Kong Securities Clearing Company Limited), organizations or individuals related to the H-share listing. Feedback replies and all other must-haves
Required documents (including any drafts of such documents) and affixing the company's official seal (if necessary) to the aforesaid documents for approval, registration, filing, approval, licensing, consent, etc. (including but not limited to registration of a non-Hong Kong company, registration of relevant trademarks and intellectual property rights (if necessary) and registration of prospectus) in connection with the H-share listing; Signing, submitting, executing, amending and completing all necessary documents (including any process drafts) that must be submitted to relevant governments, institutions, organizations and individuals at home and abroad, and affixing the company's official seal to such documents (if necessary); to issue representations and undertakings, confirmations and/or authorizations in connection with the H-Share Listing and to do all acts, things and matters that it considers necessary, appropriate or appropriate in connection with the H-Share Listing.
4. Without limiting the general circumstances mentioned in points 1 to 3 above of this proposal, the directors of the company shall be authorized
The Board and/or a person authorised by the Board of Directors, in accordance with the relevant requirements of the Hong Kong Stock Exchange, approves and approves on behalf of the Company the form and content of Form A1 (and its subsequent amendments, updates, renewals and resubmissions) and its related documents (including but not limited to all documents submitted with Form A1 and related exemption application letters) (which includes undertakings, confirmations and/or authorisations to the Joint Sponsors, SEHK and/or SFC on behalf of the Company) and makes any appropriate amendments to the A1 Application Documents; Approve back-to-back acknowledgments to the joint sponsors on behalf of the company in respect of the contents of the A1 application documents; Approve the sponsor or the sponsor's foreign solicitor to submit Form A1, draft prospectus and other documents, drafts and information required by the Listing Rules and the HKEx Listing Guidelines to the Hong Kong Stock Exchange and the SFC in a timely manner, sign the Form A1 and the accompanying undertakings, declarations and acknowledgements on behalf of the Company, approve the payment of the listing application fee to the Hong Kong Stock Exchange, and when filing the Form A1 and related documents:
(1) Undertakings, declarations and acknowledgments made on behalf of the Company as set out in the downloaded Form A1 (if the Hong Kong Stock Exchange makes amendments to Form A1, on behalf of the Company to make corresponding undertakings, declarations and acknowledgements in accordance with the requirements of the amended Form A1):
(a) at any time during the listing of any of the Company's securities on the Main Board of the Hong Kong Stock Exchange, the Company will at all times comply with and inform the Company's directors, supervisors and controlling shareholders of their obligations to comply at all times with all the requirements of the Listing Rules in force from time to time; and confirm that the Company has complied with and will continue to comply with and informed the Company's directors, supervisors and controlling shareholders of their obligations to comply with all applicable requirements of the Listing Rules and Guidance Materials during the listing application process;
(aa) submitting, or procuring to be submitted, on behalf of the Company, information to the Hong Kong Stock Exchange which is accurate and complete in all material respects and is not misleading or fraudulent in the course of the listing application; and hereby confirm that Form A1 and all documents submitted with it are accurate and complete in all material respects and are not misleading or fraudulent;
(b) the Company will notify the SEHK as soon as practicable of any change in circumstances that (i) the information contained in Form A1 or the draft listing document submitted with the form, or (ii) the information submitted to the SEHK in the course of the listing application process, is in any material material inaccuracy and is misleading or fraudulent;
(c) prior to the commencement of trading in the securities, the Company will file with the Hong Kong Stock Exchange a declaration under Rule 9.11(37) of the Listing Rules (Form F as set out in the Regulatory Form);
(d) filing documents at appropriate times in accordance with Rules 9.11(35) to 9.11(39) of the Listing Rules; and
(e) The Company will comply with the steps and format requirements for posting and communicating messages as published by the Hong Kong Stock Exchange from time to time.
(2) On behalf of the Company, authorising in accordance with Sections 5 and 7 of the Securities and Futures (Stock Market Listing) Rules (the "Securities and Futures Rules") referred to in Form A1 (which authority cannot be changed or revoked in any way without the prior written approval of the Hong Kong Stock Exchange, and which the Hong Kong Stock Exchange has its sole discretion to decide whether or not to grant such approval), the Hong Kong Stock Exchange files copies of the following documents with the SFC for filing:
(a) Pursuant to Rule 5(1) of the Securities and Futures Rules, the Company is required to file a copy of the listing application with the SFC. Pursuant to Rule 5(2) of the Securities and Futures Rules, the Company shall authorise the SEHK in writing to file all such information with the SEHK at the time when the Company files the documents relating to the listing application (including but not limited to Form A1) with the SEHK at the same time as the SEHK files all such information with the SEHK on behalf of the Company; The Company also acknowledges that both the SEHK and the SFC have unrestricted access to the materials and documents filed and filed by the Company and by the Company's advisers and agents on behalf of the Company in connection with the Listing Application and that, on that basis, when such materials and documents are filed and submitted, the SEHK will be deemed to have discharged the aforesaid obligations to file such materials and documents on behalf of the Company to the SFC;
(b) If the Company's securities are listed on the Hong Kong Stock Exchange, pursuant to Rules 7(1) and 7(2) of the Securities and Futures Rules, the Company shall file with the SFC certain announcements, representations, circulars or other documents made or given by or on behalf of the Company to the public or its securities holders (together with copies of the listing application and the Company's written authorisation, the "SFC Filings"). Pursuant to Rule 7(3) of the Securities and Futures Rules, the Company shall authorise the SEHK in writing to file all SFC filings with the SFC on behalf of the Company when the Company files all SFC filings with the SEHK;
(c) the Company acknowledges that the manner in which all the above documents shall be filed with the Hong Kong Stock Exchange shall be specified by the Hong Kong Stock Exchange from time to time; and
(d) The Company shall also acknowledge that the manner in which all the above documents shall be filed with the Hong Kong Stock Exchange shall be specified by the Hong Kong Stock Exchange from time to time. Such authority shall not be varied or withdrawn in any respect without the prior written consent of the Hong Kong Stock Exchange, which shall have the discretion to make such approval. In addition, the company undertakes to sign the above documents in favour of the Hong Kong Stock Exchange in order to complete the aforesaid authorization as may be required by the Hong Kong Stock Exchange.
5. Drafting, revising, approving, signing service contracts or similar documents between the company and directors, supervisors, senior management and company secretaries, and affixing the company's official seal (if necessary) to the above documents.
6. Authorize the board of directors to authorize relevant persons to handle specific matters related to the H-share listing as needed, and to sign legal documents related to the H-share listing and approve relevant matters, including but not limited to authorizing the intermediaries related to the H-share listing to provide and submit filing applications, listing application forms and other information and documents (including exemption applications) to the Hong Kong Stock Exchange, the China Securities Regulatory Commission, the Hong Kong Securities Regulatory Commission or other regulatory authorities in connection with the listing application, as well as the company, such other submissions as the Sponsor or their respective advisers deem necessary and authorise the SEHK to provide and submit any information and documents to the SFC in connection with the Listing Application and other matters relating to the H-Share Listing.
7. Authorize the board of directors of the company and/or the persons authorized by the board of directors to adjust and modify the articles of association, rules of procedure of the general meeting of shareholders/board of directors/board of supervisors and other corporate governance documents (including but not limited to the text, chapters, clauses, effective conditions, etc.) of the articles of association of the company that are to be approved by the general meeting of shareholders to take effect on the listing date from time to time (including but not limited to the adjustment and modification of the text, chapters, clauses, effective conditions, etc. of the articles of association) according to the changes in domestic and foreign laws, regulations and normative documents, and the requirements and suggestions of relevant government agencies and regulatory agencies at home and abroad, and after the completion of the H-share listingamend the corresponding provisions of the articles of association of the company in accordance with the regulatory requirements for overseas listing, changes in shareholding structure and share capital, and handle approval, approval, registration, alteration and filing with the China Securities Regulatory Commission, the market supervision and administration department, the company registration authority and other relevant government departments for matters such as changes in the registered capital and articles of association, provided that such amendments shall not have any adverse impact on the rights and interests of shareholders and shall comply with the relevant laws and regulations of the PRC, the Listing Rules and other securities regulatory requirements. drafting, revising and adopting corporate governance documents necessary for the H-share listing of other companies in accordance with domestic and foreign laws and regulations and the requirements of regulatory authorities; Handle matters related to the listing of the company's shares on the Hong Kong Stock Exchange. In addition, the board of directors of the company and/or the persons authorized by the board of directors are authorized to revise or terminate the relevant institutional documents of the company accordingly according to the regulatory situation of overseas listing and the actual situation of the company.
8. Handle the listing and circulation of the issued shares on the Hong Kong Stock Exchange after the completion of the H-share listing, and comply with and handle the relevant laws, regulations and regulatory requirements including the Listing Rules.
9. In accordance with the requirements of domestic and foreign government agencies and regulatory agencies and relevant approval/filing documents, make corresponding amendments to the content of the resolutions related to the listing of H shares deliberated and passed by the general meeting of shareholders and organize specific implementation, except for the amendments that must be deliberated by the general meeting of shareholders in accordance with relevant laws and regulations, the articles of association, the Listing Rules and other relevant regulatory rules.
10. Appointed and replaced an authorised representative as the main communication channel between the Company and the Hong Kong Stock Exchange in accordance with Rule 3.05 of the Listing Rules, and submitted the relevant forms and documents to the Hong Kong Stock Exchange.
11. Apply to the Hong Kong Companies Registry for registration of a company as a non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong):
(1) Establish a principal business address in Hong Kong and apply to the Hong Kong Companies Registry for registration as a "non-Hong Kong company";
(2) To sign the relevant forms and documents for non-Hong Kong company registration on behalf of the company, and authorise the company's Hong Kong legal adviser, company secretary or other agent to arrange for the submission of such forms and documents to the Hong Kong Companies Registry for filing and filing, and agree to pay the registration fee for "non-Hong Kong company" and the application fee for business registration certificate;
(3) Appointment of a representative of the Company in Hong Kong to accept process documents and notices served on the Company in Hong Kong in accordance with the relevant requirements of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Listing Rules.
12. Handle all other matters related to the H-share listing without violating the relevant domestic and foreign laws and regulations.
13. Approve, recognise and confirm all actions, decisions and all relevant documents signed and delivered by the Company or any other directors, supervisors, senior management and/or authorized persons in connection with the H-share listing.
14. During the validity period of the Authority, the above authority covers the need for the Company to re-submit Form A1, the draft prospectus and other documents, information and fees required to be submitted to the Hong Kong Stock Exchange in relation to the submission of Form A1 as a result of the expiration of the original application in accordance with Rule 9.03 of the Listing Rules, and the Chairman (who may also be delegated by the Chairman) is authorized to deal with such re-submissions in accordance with this proposal. The board of directors is authorized to increase the registered capital of the company accordingly in accordance with relevant regulations, as well as to sign the necessary documents, go through the necessary procedures and take other necessary actions for the completion of the allotment and issuance of new shares.
The above authorization is valid for 18 months from the date on which the proposal is considered and approved by the general meeting of shareholders. If the Company has obtained the filing or review approval documents of the relevant regulatory authorities for the H-Share Listing within such validity period, the validity period of the resolution will be automatically extended to the later date of completion of the H-Share Listing and the date of completion of the H-Share Offering under the exercise of the over-allotment option (if any).
This proposal has been deliberated and approved by the tenth meeting of the second board of directors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 7: Proposal on determining the role of the company's directors
Dear Shareholders and Shareholders' Representatives,
In order to comply with the requirements of domestic and foreign regulatory regulations such as the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the roles of the directors of the Company are hereby confirmed as follows:
Executive Directors: Mr. Zong Yanmin and Mr. Gao Chao
Non-executive Directors: Mr. Qiu Yufeng, Mr. Fang Wei, Mr. Wang Huan, Ms. Li Wanyue
Independent non-executive Directors: Mr. Li Honghui, Mr. Li Guohong, Ms. Liu Hua
The above directorships are effective from the date of listing of the H shares issued by the Company on The Stock Exchange of Hong Kong Limited.
This proposal has been deliberated and approved by the tenth meeting of the second board of directors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 8: Proposal on hiring an audit institution for the issuance and listing of H shares
Dear Shareholders and Shareholders' Representatives,
For the purpose of the Company's H-share listing, the Board of Directors agreed to engage BDO Hong Kong Limited as the auditor for the Company's overseas public offering and listing of H-shares.
For details, please refer to the "About" disclosed by the Company on the website of the Shanghai Stock Exchange on January 28, 2025
Announcement on the Appointment of an Auditor for the Issuance and Listing of H Shares (Announcement No.: 2025-007).
This proposal has been deliberated and passed by the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 9: Regarding the formulation of the company's articles of association (draft) applicable after the issuance and listing of H shares
bill) and related rules of procedure (draft).
Dear Shareholders and Shareholders' Representatives,
Based on the needs of this H-share listing, in accordance with the provisions of the Company Law, the Guidelines for the Articles of Association of Listed Companies, and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Company's current Articles of Association and its annexes have been amended, and the Articles of Association of Shandong Tianyue Advanced Technology Co., Ltd. (Draft) (hereinafter referred to as the "Articles of Association (Draft)") and its annexes have been drafted to be applicable after the listing of H-shares. Rules of Procedure for the General Meeting of Shareholders of Shandong Tianyue Advanced Technology Co., Ltd. (Draft), Rules of Procedure for the Board of Directors of Shandong Tianyue Advanced Technology Co., Ltd. (Draft), and Rules of Procedure of the Board of Supervisors of Shandong Tianyue Advanced Technology Co., Ltd. (Draft).
At the same time, the General Meeting of Shareholders is requested to authorize the Board of Directors and/or its authorized persons, the Board of Supervisors and/or its authorized persons to adjust and modify from time to time (including but not limited to the adjustment and modification of the text, chapters, terms, effective conditions, etc.) of the documents deliberated and approved by the General Meeting of Shareholders in accordance with the provisions of domestic and foreign laws and regulations, the requirements and recommendations of domestic and foreign regulatory authorities and the actual situation of the H-share listing, and after the completion of the H-share listing, Amend the corresponding provisions of the articles of association of the company in accordance with the changes in share capital and other matters, and handle the approval, approval, registration, alteration, filing and other matters (if involved) with the company registration authority and other relevant government departments for the changes in the registered capital and the articles of association, provided that such amendments shall not have any adverse impact on the shareholders' rights and interests, and shall comply with the relevant laws and regulations of the PRC, the listing rules of the Hong Kong Stock Exchange and the requirements of the relevant regulatory and audit authorities.
The Articles of Association (Draft) and its annexes shall come into force from the date of the Company's H-share listing after being deliberated and approved by the General Meeting of Shareholders. Prior to this, the company's current "Articles of Association of Shandong Tianyue Advanced Technology Co., Ltd." and its annexes continue to be valid.
For details, please refer to the "About" disclosed by the Company on the website of the Shanghai Stock Exchange on January 28, 2025
Announcement on the formulation of the
Rules of Procedure of the Board of Directors of Jinjin Technology Co., Ltd. (Draft)" and "Rules of Procedure of the Board of Supervisors of Shandong Tianyue Advanced Technology Co., Ltd. (Draft)".
This proposal has been deliberated and passed by the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 10: On amending and formulating the corporate governance system applicable after the issuance of overseas listed shares
of motions
Dear Shareholders and Shareholders' Representatives,
According to the needs of the H-share listing, the board of directors agreed to revise or formulate the relevant internal governance system in accordance with the provisions of the Company Law, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other provisions, and in light of the company's own actual situation, and form a draft.
Serial number The name of the system
1 Independent Director System (Draft)
2 Decision-making System for Related Party (Joint) Transactions (Draft)
3 Information Disclosure Management System (Draft)
4 Management System for Raised Funds (Draft)
After the above-mentioned system is deliberated and approved by the general meeting of shareholders of the Company, it will take effect and be implemented from the date of the Company's listing of H-shares, and until then, unless otherwise amended, the current above-mentioned internal governance system will continue to apply.
At the same time, the General Meeting of Shareholders is requested to authorize the Board of Directors and/or its authorized persons to adjust and revise the documents deliberated and approved by the Board of Directors/General Meeting from time to time (including but not limited to the adjustment and modification of the text, chapters, terms, effective conditions, etc.) in accordance with the provisions of domestic and foreign laws and regulations, the requirements and recommendations of domestic and foreign regulatory authorities and the actual situation of the H-share listing.
For details, please refer to the "About" disclosed by the Company on the website of the Shanghai Stock Exchange on January 28, 2025
Announcement on the Revision and Formulation of the Corporate Governance System to be Applied after the Issuance of Overseas Listed Shares (Announcement No. 2025-009), as well as the relevant institutional documents to be disclosed simultaneously.
This proposal has been deliberated and approved by the tenth meeting of the second board of directors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 11: Proposal on re-appointing the company's auditor for 2024
Dear Shareholders and Shareholders' Representatives,
In 2023, the company appointed Lixin Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Lixin") as the auditor of the company's 2023 financial report. During the period of providing audit services for the company, Fong's follows the practice standards of independence, objectivity and impartiality, earnestly fulfills the due diligence of the audit institution, and can provide true and fair audit services for the company to meet the requirements of the company's annual financial audit.
In order to maintain the continuity and stability of the company's audit work, the company intends to re-appoint Fong's as the company's auditor in 2024.
For details, please refer to the "Guan
Announcement on the re-appointment of the company's auditor for 2024 (Announcement No.: 2024-071).
This proposal has been deliberated and passed by the ninth meeting of the second board of directors and the eighth meeting of the second board of supervisors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 12: Proposal on the election of non-independent directors of the second board of directors of the company
Dear Shareholders and Shareholders' Representatives,
The board of directors of the company recently received the resignation report submitted by Mr. Huang Zhendong, a director of the company, Mr. Huang Zhendong applied for resignation as a director of the company for personal reasons, and will no longer hold any position in the company and its subsidiaries after his resignation.
In view of the resignation of Mr. Huang Zhendong as a director of the Company, in accordance with the provisions of the Articles of Association of the Company, the Board of Directors nominated Ms. Li Wanyue as a non-independent director candidate for the second session of the Board of Directors of the Company after the qualification review of the Nomination Committee, and the term of office shall be from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the term of the second session of the Board of Directors.
The above-mentioned non-independent director candidates do not have the circumstances that prohibit them from serving as directors of the company as stipulated in Article 178 of the Company Law, have not been punished by the China Securities Regulatory Commission and other relevant departments or disciplined by the stock exchange, have not been identified by the China Securities Regulatory Commission as prohibited persons from entering the market, and do not have the phenomenon that the ban has not been lifted, there are no other violations of laws and regulations, and meet the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.
This proposal will be voted on in the form of sub-proposals using a cumulative voting system:
12.01 Proposal on the election of Ms. Li Wanyue as a non-independent director of the second board of directors of the company.
For details and resumes, please refer to the company's website on the Shanghai Stock Exchange on January 28, 2025
Lu's "Announcement on the Change of Directors of the Company and the Adjustment of the Composition of the Special Committee of the Board of Directors of the Company" (Announcement No.: 2025-006).
This proposal has been held at the tenth meeting of the second board of directors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
Proposal 13: Proposal on the election of independent directors of the second board of directors of the company
Dear Shareholders and Shareholders' Representatives,
The board of directors of the company recently received the resignation report submitted by Mr. Li Xiangmin, a director of the company, Mr. Li Xiangmin applied for resignation as an independent director, a member of the audit committee, the chairman of the nomination committee and a member of the remuneration and assessment committee of the company due to personal reasons, and will no longer hold any position in the company and its subsidiaries after his resignation.
In consideration of the resignation of Mr. Lee Sang-min as an independent director of the Company and the Company's proposed overseas public offering of H shares and listing on The Stock Exchange of Hong Kong Limited, the Company intends to elect an independent director who is ordinarily resident in Hong Kong in accordance with Rule 19A.18(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. After the qualification review of the nomination committee, the board of directors nominated Mr. Li Guohong as a candidate for independent director of the second board of directors of the company, and the term of office will be from the date of deliberation and approval of the general meeting of shareholders to the date of expiration of the term of the second board of directors.
This proposal will be voted on in the form of sub-proposals using a cumulative voting system:
13.01 Proposal on the election of Mr. Li Guohong as an independent director of the second board of directors of the company.
For details and resumes, please refer to the company's website on the Shanghai Stock Exchange on January 28, 2025
Lu's "Announcement on the Change of Directors of the Company and the Adjustment of the Composition of the Special Committee of the Board of Directors of the Company" (Announcement No.: 2025-006).
This proposal has been held at the tenth meeting of the second board of directors of the company.
It is hereby submitted to the general meeting of shareholders for deliberation, and shareholders and shareholders' representatives are invited to deliberate.
Shandong Tianyue Advanced Technology Co., Ltd
board of directors
February 19, 2025
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