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Stock code: 688525 Stock abbreviation: BIWIN Storage
Shenzhen BIWIN Storage Technology Co., Ltd
2024 Third Extraordinary General Meeting of Shareholders Meeting Materials
October 9, 2024
Table of Contents
Notice of the Third Extraordinary General Meeting of Shareholders in 2024...... 3
Agenda for the Third Extraordinary General Meeting of Shareholders in 2024...... 5
Proposal of the Third Extraordinary General Meeting of Shareholders in 2024...... 7
Proposal 1: "Proposal on By-election of Independent Directors of the Company...... 7
Proposal 2: "Proposal on the 2024 Allowance Plan for the Company's New Independent Directors" ...... 8
Shenzhen BIWIN Storage Technology Co., Ltd
Notice of the Third Extraordinary General Meeting of Shareholders in 2024
In order to safeguard the legitimate rights and interests of investors and protect shareholders to exercise their rights during the general meeting of shareholders in accordance with the law, in accordance with the "People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), the "Rules of the General Meeting of Shareholders of Listed Companies" of the China Securities Regulatory Commission and the "Rules of Procedure of the General Meeting of Shareholders" of Shenzhen BIWIN Storage Technology Co., Ltd. (hereinafter referred to as the "Company") and other relevant provisions, the notice of this meeting is hereby formulated:
1. The company is responsible for the agenda and affairs of the general meeting of shareholders, in order to confirm the attendance of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants, and ask the checked person to cooperate.
2. Shareholders and shareholders' agents attending the meeting must go through the sign-in procedures at the meeting site half an hour before the meeting, and present the securities account card, identity document or copy of the business license/registration certificate (with official seal), power of attorney, etc., and the above registration materials shall provide a copy, the copy of the personal registration materials shall be signed by the individual, and the copy of the legal representative certification document shall be stamped with the company's official seal, and the meeting can only be attended after verification. 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 motions in the order listed in the notice of the meeting.
4. Shareholders and their representatives 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 their representatives who request to speak shall speak only with the permission of the presiding officer of the meeting in accordance with the agenda of 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 on the topics of the general meeting, be concise and to the point, and the time should not exceed 5 minutes.
6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their 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 moderator may arrange for the company's directors and senior management personnel to answer questions raised by shareholders, and the moderator or his/her may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders
The 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 proposal submitted for voting: agree, oppose or abstain. Shareholders and shareholder representatives attending the on-site meeting must sign the name of the shareholder on the voting ballot. Votes that are not filled, incorrect, illegible, or not cast shall be 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 general meeting of shareholders will be witnessed and issued by the practicing lawyers of the law firm hired by the company on the spot.
11. During the meeting, participants should pay attention to maintaining the order of the venue, not moving around at will, adjusting the mobile phone to mute, refusing personal audio recording, video recording and taking pictures, and the meeting staff has the right to stop the behavior that interferes with the normal order of the meeting or infringes on the legitimate rights and interests of other shareholders and reports to the relevant departments.
12. The expenses incurred by shareholders and their representatives to attend the general meeting of shareholders shall be borne by the shareholders. The Company does not distribute gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodations for shareholders attending shareholders' meetings, etc., in order to treat all shareholders equally.
Shenzhen BIWIN Storage Technology Co., Ltd
Agenda for the 3rd Extraordinary General Meeting of Shareholders in 2024
1. Time, place and voting method of the meeting
1. On-site meeting time: 14:00 p.m. on October 9, 2024
2. On-site meeting location: T2, Chongwen Park, Nanshan Zhiyuan, No. 3370, Liuxian Avenue, Nanshan District, Shenzhen, Guangdong Province
T2 conference space of Xili Lake Talent Service Center on the 3rd floor of the building
3. Convener of the meeting: Board of Directors of Shenzhen BIWIN Storage Technology Co., Ltd
4. Meeting host: Chairman Sun Chengsi
5. The system, start and end time 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 October 9, 2024 to October 9, 2024
Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2. Agenda:
(1) Participants sign in and receive conference materials
(2) The presiding officer announces the opening of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and their holdings
The number of voting rights, introducing the participants and attendees of the on-site meeting
(3) The presiding officer reads out the instructions for the general meeting of shareholders
(D) the election of tellers and scrutineers
(5) To deliberate the motions of the meeting item by item
Name of the non-cumulative voting motion
1 "Proposal on By-election of Independent Directors of the Company"
2 "Proposal on the 2024 Annual Allowance Plan for the Company's New Independent Directors"
(6) Shareholders and shareholders' representatives at the meeting make speeches and ask questions
(7) Shareholders and shareholders' representatives at the meeting vote on various proposals
(8) Adjournment, tellers and scrutineers count the results of on-site voting
(9) Summarize the results of online voting and on-site voting
(10) The presiding officer reads out the voting results of the general meeting of shareholders and the resolution of the general meeting of shareholders
(11) Witness the lawyer's reading of the legal opinion of the general meeting of shareholders
(xii) Sign the documents of the Conference
(13) The presiding officer announced the end of the general meeting of shareholders
Shenzhen BIWIN Storage Technology Co., Ltd
Proposal of the 3rd Extraordinary General Meeting of Shareholders in 2024
Proposal 1: "Proposal on By-election of Independent Directors of the Company"
Dear Shareholders and Shareholders' Representatives,
Due to the application of independent director Mr. Chen Xin to resign as an independent director of the third board of directors of the company, chairman of the nomination committee and member of the remuneration and assessment committee of the company, in order to improve the corporate governance structure and ensure the smooth development of the work of the board of directors, in accordance with the relevant provisions of the Company Law of the People's Republic of China and other laws and regulations and the articles of association of Shenzhen Baiwei Storage Technology Co., Ltd., the board of directors agreed to nominate Mr. Wang Yuan as an independent director candidate of the third board of directors of the company after the qualification review of the nomination committee. After the election of him as an independent director with the approval of the general meeting of shareholders of the Company, Mr. Wang Yuan will also serve as the chairman of the nomination committee of the third board of directors and a member of the remuneration and assessment committee of the third board of directors, both of which 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 third board of directors.
This proposal has been deliberated and approved by the 22nd meeting of the third board of directors of the company, and the specific content is detailed in the company
On September 24, 2024, it was disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) in the "About Supplement
Announcement on the election of independent directors of the company", please vote on the proposal by shareholders and shareholders' representatives.
Proposal 1: "Proposal on the 2024 Annual Allowance Plan for the Company's New Independent Directors"
Dear Shareholders and Shareholders' Representatives,
In accordance with the Articles of Association of the Company, the Working Rules of the Remuneration and Appraisal Committee and other relevant systems, combined with the actual situation of the Company's business scale and with reference to the salary level of the industry, the "2024 Allowance Plan for the Company's New Independent Directors" is hereby formulated.
1. Applicable objects of this program
Wang Yuan, the new independent director
2. The applicable period of this program
From the date of appointment until December 31, 2024
3. Payroll scheme
The remuneration of independent directors shall be paid annually, and they will no longer receive other remuneration or other benefits from the company, and the remuneration shall be 80,000 yuan/year.
4. Miscellaneous Provisions
1. If a director of the company resigns due to re-election, re-election, resignation during the term of office, etc., his salary or allowance shall be calculated and paid according to his actual term of office.
2. The individual income tax involved in the above-mentioned independent directors' allowances shall be declared and paid by the independent directors themselves.
3. According to the requirements of relevant laws and regulations and the articles of association of the company, the above-mentioned remuneration plan must be submitted to the general meeting of shareholders for deliberation and approval before it can take effect.
The passage of Motion 1 is a prerequisite for the Motion 2 vote to take effect.
This proposal has been reviewed by the Remuneration and Assessment Committee of the Board of Directors of the Company and the 22nd meeting of the third Board of Directors
The specific content is detailed in the company's disclosure on the website of the Shanghai Stock Exchange on September 24, 2024
(www.sse.com.cn) of the "Announcement on the By-election of Independent Directors of the Company", please shareholders and shareholders' representatives to vote on this proposal.
Board of Directors of Shenzhen BIWIN Storage Technology Co., Ltd
October 9, 2024
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