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Securities code: 688234 Securities abbreviation: Tianyue Advanced Announcement No.: 2025-013
Shandong Tianyue Advanced Technology Co., Ltd
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2025
The Board of Directors and all directors of the Company guarantee that the content of the announcement does not contain any false records, misleading statements or statements
and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Is there a rejected resolution at this meeting: None
1. Convening and attendance of meetings
(1) Time of the General Meeting of Shareholders: February 19, 2025
(2) Place of the general meeting of shareholders: Tianyue Advanced Company, No. 99, Tianyue South Road, Huaiyin District, Jinan City, Shandong Province
conference room
(3) Shareholders of ordinary shares, shareholders with special voting rights, and shareholders of preferred shares with restored voting rights present at the meeting
Number of voting rights held:
1. Number of shareholders and agents present at the meeting 222
Number of common shareholders 222
2. The number of voting rights held by shareholders attending the meeting is 268,704,894
The number of voting rights held by ordinary shareholders is 268,704,894
3. The proportion of the number of voting rights held by shareholders attending the meeting to the number of voting rights of the company (%) 62.8248
The ratio of the number of voting rights held by ordinary shareholders to the number of voting rights of the company (%) 62.8248
(4) Whether the voting method complies with the provisions of the Company Law and the articles of association of the company, and whether the meeting is presided over.
The general meeting of shareholders was convened by the board of directors of the company, and Mr. Zong Yanmin, chairman of the board, presided over the meeting
Voting is conducted by a combination of on-site voting and online voting. The convening, convening and table of this meeting
It must comply with the provisions of the Company Law and the Articles of Association.
(5) Attendance of the company's directors, supervisors and secretary of the board of directors
1. There are 8 directors in the company and 8 attendees;
2. There are 3 supervisors in the company, and 3 people attended;
3. Mr. Zhong Wenqing, secretary of the board of directors, attended the meeting; All executives attended the meeting.
2. Deliberation of the bill
(1) Non-cumulative voting motions
1. Name of the proposal: Proposal on the company's issuance of H shares and listing on the Stock Exchange of Hong Kong Limited
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,298,945 99.8489 357,953 0.1332 47,996 0.0179
2. Name of the proposal: Proposal on the company's transformation into an overseas company limited by shares
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,292,796 99.8466 339,371 0.1262 72,727 0.0272
3.00 Proposal on the Company's Proposal to Issue H Shares and List on The Stock Exchange of Hong Kong Limited
3.01 Name of the proposal: the type and par value of the shares to be issued
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,293,664 99.8469 346,677 0.1290 64,553 0.0241
3.02 Name of Motion: Time of Issue
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,218,944 99.8191 346,677 0.1290 139,273 0.0519
3.03 Name of the proposal: Issuance method
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,296,664 99.8480 346,677 0.1290 61,553 0.0230
3.04 Name of the proposal: Issuance scale
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,229,175 99.8229 346,677 0.1290 129,042 0.0481
3.05 Name of Proposal: Pricing Method
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,226,475 99.8219 346,677 0.1290 131,742 0.0491
3.06 Name of Proposal: Object of Issuance
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,228,675 99.8227 344,477 0.1281 131,742 0.0492
3.07 Name of the proposal: Principle of Offering
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,231,556 99.8238 342,096 0.1273 131,242 0.0489
3.08 Name of Proposal: Listing Location
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,299,045 99.8489 342,096 0.1273 63,753 0.0238
3.09 Name of the proposal: Underwriting method
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,231,856 99.8239 342,096 0.1273 130,942 0.0488
3.10 Name of the proposal: Analysis of the cost of financing
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,225,275 99.8215 344,477 0.1281 135,142 0.0504
3.11 Name of the proposal: Selection and appointment of issuing intermediaries
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,224,475 99.8212 344,777 0.1283 135,642 0.0505
4. Name of the proposal: Proposal on the validity period of the resolution on the issuance and listing of H shares
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,292,764 99.8466 344,477 0.1281 67,653 0.0253
5. Name of the proposal: Proposal on the use plan of the company's overseas public issuance of H shares to raise funds
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,290,764 99.8458 322,246 0.1199 91,884 0.0343
6. Name of the proposal: Proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the overseas public offering and listing of H shares
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,357,764 99.8708 292,834 0.1089 54,296 0.0203
7. Name of the proposal: Proposal on determining the role of the company's directors
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,383,688 99.8804 241,681 0.0899 79,525 0.0297
8. Name of the proposal: Proposal on hiring an audit institution for the issuance and listing of H shares
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,287,775 99.8447 279,477 0.1040 137,642 0.0513
9. Name of the proposal: Proposal on formulating the "Articles of Association (Draft)" and related rules of procedure (draft) applicable to the company after the issuance and listing of H shares
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,357,876 99.8708 277,365 0.1032 69,653 0.0260
10. Name of the proposal: Proposal on revising and formulating the corporate governance system applicable after the issuance of overseas listed shares
table
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,357,096 99.8705 255,134 0.0949 92,664 0.0346
11. Name of the proposal: Proposal on re-appointing the company's auditor in 2024
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Percentage of votes (%) Proportion of votes (%) Proportion of votes (%)
Common shares 268,379,029 99.8787 254,912 0.0948 70,953 0.0265
(2) Voting on cumulative voting proposals
12. Proposal on the election of non-independent directors of the second board of directors of the company
The number of votes received is accounted for in attendance
The serial number of the proposal The name of the proposal The number of votes The number of valid voting rights of the proposal is whether it is elected
Proportion (%)
12.01 In relation to the election of Ms. Lee Wan Yue as the second in the Company 267,421,210 99.5222 Yes
Proposal of non-independent directors of the current board of directors
13. Proposal on the election of independent directors of the second board of directors of the company
The number of votes received is accounted for in attendance
The serial number of the proposal The name of the proposal The number of votes The number of valid voting rights of the proposal is whether it is elected
Proportion (%)
13.01 In relation to the election of Mr. Lai Kwok Hung as the second of the Company 267,352,094 99.4965 Yes
Proposal of the independent directors of the current board of directors
(3) When major matters are involved, the voting situation of shareholders below 5% shall be explained
Motions Agree Oppose Abstain
Serial number Name of the proposal Number of votes Proportion Number of votes Proportion of votes Proportional number of votes
(%) (%) (%)
1 In relation to the issuance of H shares by the Company and in Hong Kong 5,847,984 93.5089 357,953 5.7236 47,996 0.7675
Proposal for listing on The Stock Exchange Limited
2 About the company's conversion to overseas raised shares limited 5,841,835 93.4105 339,371 5.4265 72,727 1.1630
company's motion
3.01 Type and par value of shares issued 5,842,703 93.4244 346,677 5.5433 64,553 1.0323
3.02 Issue 5,767,983 92.2296 346,677 5.5433 139,273 2.2271
3.03 Issue 5,845,703 93.4724 346,677 5.5433 61,553 0.9843
3.04 Issue size 5,778,214 92.3932 346,677 5.5433 129,042 2.0635
3.05 Pricing 5,775,514 92.3501 346,677 5.5433 131,742 2.1066
3.06 Objects of issuance 5,777,714 92.3852 344,477 5.5081 131,742 2.1067
3.07 Offering Principles 5,780,595 92.4313 342,096 5.4700 131,242 2.0987
3.08 Place of listing 5,848,084 93.5104 342,096 5.4700 63,753 1.0196
3.09 Underwriting 5,780,895 92.4361 342,096 5.4700 130,942 2.0939
3.10 Financing cost analysis 5,774,314 92.3309 344,477 5.5081 135,142 2.1610
3.11 Selection of issuing intermediaries 5,773,514 92.3181 344,777 5.5129 135,642 2.1690
4 Resolutions on the issuance and listing of H shares 5,841,803 93.4100 344,477 5.5081 67,653 1.0819
Expiration of the bill
5 About the company's overseas public offering of H shares raised 5,839,803 93.3780 322,246 5.1526 91,884 1.4694
Proposal for a plan for the use of funds
Regarding the proposal to the general meeting of shareholders to authorize the board of directors and
6 The authorized person has full authority to deal with the overseas 5,906,803 94.4494 292,834 4.6823 54,296 0.8683
Matters related to the public offering of H shares and listing
motion
7 Proposal on Determining the Role of the Company's Directors 5,932,727 94.8639 241,681 3.8644 79,525 1.2717
8 Auditor for the issuance and listing of H shares 5,836,814 93.3302 279,477 4.4688 137,642 2.2010
Construct the motion
In relation to the formulation of the company after the listing of H shares
9 Applicable Articles of Association (Draft) and related 5,906,915 94.4512 277,365 4.4350 69,653 1.1138
Bills on the (draft) rules of procedure
10 Regarding the revision and formulation of the issuance of overseas listed shares 5,906,135 94.4387 255,134 4.0795 92,664 1.4818
Subsequent application of the corporate governance system
11 About the renewal of the company's 2024 audit machine 5,928,068 94.7894 254,912 4.0760 70,953 1.1346
Construct the motion
12.01 In relation to the election of Ms. Lee Wan Yue as the second in the Company 4,970,249 79.4739
Proposal of non-independent directors of the current board of directors
13.01 In relation to the election of Mr. Lai Kwok Hung as the second of the Company 4,901,133 78.3688
Proposal of the independent directors of the current board of directors
(4) An explanation of the relevant circumstances regarding the voting on the bill
1. Special resolutions: 1, 2, 3, 4, 5, 6, 9
2. 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。
3. Lawyer's witness
1. The law firm witnessed by the shareholders' meeting: Grandall Law Firm (Shanghai) Law Firm
Lawyers: Chen Jie, Li Han
2. The lawyer witnesses the concluding comments:
The convening and convening of the first extraordinary general meeting of shareholders of Shandong Tianyue Advanced Technology Co., Ltd. in 2025
The procedures comply with the provisions of relevant laws, regulations, normative documents and the Articles of Association; Attended the general meeting of shareholders
The qualifications of the personnel of the association are legal and valid, and comply with the relevant laws, regulations, normative documents and the Articles of Association
Stipulate; The voting procedures of the general meeting of shareholders are in accordance with relevant laws, regulations, normative documents and the Articles of Association
The voting results are legal and valid.
The announcement is hereby made.
Board of Directors of Shandong Tianyue Advanced Technology Co., Ltd
February 20, 2025
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