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Stock code: 688036 Stock abbreviation: Transsion Holdings
Shenzhen Transsion Holdings Co., Ltd
Meeting materials of the first extraordinary general meeting of shareholders in 2024
October 2024
Catalogue of conference materials
Notice of the First Extraordinary General Meeting of Shareholders in 2024...... 3
Agenda for the First Extraordinary General Meeting of Shareholders in 2024...... 5
Proposal 1: "Proposal on the 2024 Semi-annual Profit Distribution Plan"...... 7
Motion 2: <公司章程>"Proposal on Amendment" ...... 9
Motion 3: <股东会议事规则>"Proposal on Amendment" ...... 10
Motion 4: <董事会议事规则>"Proposal on Amendment" ...... 11
Motion 5: <监事会议事规则>"Proposal on Amendment" ...... 12
Notice to the First Extraordinary General Meeting of Shareholders in 2024
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting of shareholders, this notice is formulated in accordance with the "People's Republic of China Company Law", "People's Republic of China Securities Law", "Rules of General Meeting of Shareholders of Listed Companies", "Articles of Association of Shenzhen Transsion Holdings Co., Ltd.", "Rules of Procedure of the General Meeting of Shareholders of Shenzhen Transsion Holdings Co., Ltd." and other relevant regulations.
1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants attending the meeting, and ask the checked person to cooperate.
2. Shareholders and shareholders' representatives attending the meeting must go through the sign-in procedures at the meeting site 30 minutes before the meeting, and please present the securities account card, identity document or legal person unit certificate, power of attorney, etc., as required, and can only attend the meeting after verification. After the start of the meeting, the presiding officer of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held on the spot, and shareholders who enter the meeting after that are not entitled to participate in the on-site voting.
3. During the general meeting of shareholders, all attendees shall consciously fulfill their statutory obligations in accordance with the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of deliberations at the general meeting.
4. The meeting shall deliberate and vote on the proposals in the order listed in the notice of the meeting.
5. Shareholders (including shareholders' representatives, the same below) participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders participating in the general meeting of shareholders shall conscientiously exercise and perform their statutory rights and obligations, and shall not infringe upon the legitimate rights and interests of other shareholders and shall not disturb the normal order of the general meeting.
6. Shareholders who want to speak at the on-site meeting of the general meeting of shareholders should raise their hands and speak only after the permission of the presiding officer of the meeting. When more than one shareholder requests to speak at the same time, the one who raises his hand first will speak; If the presiding officer cannot be determined, the moderator shall designate the speaker.
7. When shareholders speak, they should first report the name (or name) of the shareholders and the number of shares they hold, and the speeches or questions should be concise and concise around the topics of the meeting, and in principle, each speech should not exceed 5 minutes. If you want to know more about the company, you can consult the secretary of the board of directors of the company after the meeting.
8. When shareholders request to speak, they shall not interrupt the report of the meeting rapporteur or the speeches of other shareholders. After the voting on the proposal begins, the general meeting will no longer arrange for shareholders to speak. If a shareholder violates the above provisions, the presiding officer of the meeting has the right to refuse
Absolutely or stop.
9. The moderator may arrange for the company's directors, supervisors, senior managers, etc. to answer the questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.
10. The general meeting of shareholders adopts a combination of on-site voting and online voting. The proposal of the general meeting of shareholders shall be voted by registered vote, and shareholders shall exercise their voting rights according to the number of shares with voting rights they represent, and each share shall have one vote. The company will issue an announcement on the resolution of the general meeting of shareholders based on the voting results of on-site voting and online voting.
11. The proposals of the general meeting of shareholders are listed on the same ballot, and the shareholders present at the meeting are requested to fill in one item by one as required, and be sure to sign the name or name of the shareholder. Shareholders present at the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Those who do not fill in, fill in multiple fields, write illegible, do not have the signature of the voter or do not vote shall be deemed to have abstained.
12. 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.
13. In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior executives, lawyers hired and persons invited by the board of directors.
14. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company.
15. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, refuse personal audio and video recording and photography, and the meeting staff has the right to stop the normal procedures of the meeting, pick quarrels and provoke troubles or infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for processing.
16. The Company does not issue gifts to shareholders attending the general meeting of shareholders, and is not responsible for arranging accommodation for shareholders attending the general meeting of shareholders, and treats all shareholders equally.
17. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the Notice of Shenzhen Transsion Holdings Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2024 disclosed on the website of the Shanghai Stock Exchange.
Agenda for the 1st Extraordinary General Meeting of Shareholders in 2024
1. Time, place and voting method of the meeting
1. Meeting time: 14:00 pm on November 6, 2024
2. Meeting place: 24, Transsion Building, No. 8, Xianyuan Road, Xili Community, Xili Street, Nanshan District, Shenzhen, Guangdong Province
VIP meeting room on the floor
3. Meeting voting method: a combination of on-site voting and online voting
Online voting starts and ends from November 6, 2024 to November 6, 2024
Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
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.
4. Convener of the meeting: Board of Directors of Shenzhen Transsion Holdings Co., Ltd
2. Agenda of the meeting
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 and shareholders' representatives attending the on-site meeting and the total number of voting shares held
3. Read out the instructions for the general meeting of shareholders
4. Review each proposal item by item
Serial number of the bill
1 "Proposal on the 2024 Semi-annual Profit Distribution Plan"
2 "Proposal on Amendment<公司章程>"
3 "Proposal on Amendment<股东会议事规则>"
4 "Proposal on Amendment<董事会议事规则>"
5 "Proposal on Amendment<监事会议事规则>"
5. Discussion of proposals (for the deliberation of the general meeting, shareholders' speeches and questions)
6. Shareholders and shareholders' representatives at the meeting vote on various proposals
(1) Determine the personnel for counting and scrutineers
(2) Voting
7. Count the voting results (adjournment)
(1) After the voting is over, the scrutineers shall collect the votes in turn in the shareholders' area
(2) The teller shall count the votes collected
(3) The scrutineer shall check the results of the vote counting
8. The host reads out the voting results of the on-site meeting (resumption of the meeting)
If shareholders or shareholders' representatives attending the meeting have objections to the statistics of the voting results, they have the right to immediately request the counting of votes, and the presiding officer of the meeting shall immediately organize the counting of votes. After the recount, the host will announce the recount of votes.
9. Witness the lawyer's reading of the legal opinion
10. Sign the on-site meeting minutes and meeting resolutions
11. The moderator announced the end of the on-site meeting
12. Due to the combination of on-site voting and online voting at the general meeting of shareholders, the results of online voting can only be counted after the market closes at 15:00 p.m. on the same day. After the end of the online voting, the company will summarize the voting results of on-site voting and online voting to form a resolution of the general meeting of shareholders, and announce it on the website of the Shanghai Stock Exchange, please refer to it in time for shareholders or shareholders' representatives.
Proposal 1: "Proposal on the 2024 Semi-annual Profit Distribution Plan"
Dear Shareholders and Shareholders' Representatives,
According to the 2024 Semi-Annual Report (unaudited) of Shenzhen Transsion Holdings Co., Ltd. (hereinafter referred to as the "Company"), the Company's net profit attributable to ordinary shareholders of the listed company in the first half of 2024 is
RMB 285,201.45 million. As of June 30, 2024, the distributable profit of the parent company is the people
583,361.21 million yuan.
In accordance with the provisions of relevant laws and regulations and the Articles of Association, in order to actively fulfill the social responsibility of a listed company, maintain a dividend strategy of actively rewarding shareholders for a long time, practice "improving quality and efficiency and emphasizing returns", and enhance investors' sense of gain, at the same time, combined with the company's development stage, taking into account the company's future business development and capital needs for production and operation, and proposed by the company's controlling shareholder, the company intends to distribute profits based on the total share capital registered on the record date of the implementation of equity distribution in the first half of 2024. The profit distribution plan is as follows:
The Company intends to distribute a cash dividend of RMB15.00 (tax included) to all shareholders for every 10 shares based on the total share capital registered on the record date for the implementation of equity distribution. Based on the total share capital at the time of the board of directors' deliberation, a total of cash dividends of RMB 169,3786,920 (tax included) are proposed. The proportion of semi-annual cash dividends to the company's net profit attributable to shareholders of listed companies in the 2024 semi-annual consolidated statements of 285,201.45 million yuan (unaudited) is 59.39%.
The company's profit distribution does not convert capital reserve into share capital, and does not give bonus shares. If there is a change in the company's total share capital due to the conversion of convertible bonds into shares/repurchase of shares/repurchase of shares granted by equity incentives/repurchase and cancellation of shares of major asset restructuring during the period from the date of adoption of this proposal to the registration date of the implementation of equity distribution, the company intends to maintain the distribution ratio per share unchanged and adjust the total distribution amount accordingly.
In view of the completion of the vesting of the first vesting period of the first vesting period of the first grant part of the restricted stock incentive plan and the first vesting period of the reserved grant part of the restricted stock incentive plan and listed for circulation, the total share capital of the company has increased from 1,129,191,280 shares to 1,140,350,575 shares, and the total proposed cash dividend has been adjusted from RMB 169,3786,920 yuan (tax included) to RMB 171,0525,8625 million (tax included). The proportion of semi-annual cash dividends to the company's net profit attributable to shareholders of listed companies in the 2024 semi-annual consolidated statements of 285,201.45 million yuan (unaudited) was adjusted to 59.98%.
This proposal is now submitted to the general meeting of shareholders of the company for consideration.
Board of Directors of Shenzhen Transsion Holdings Co., Ltd
November 6, 2024
Motion 2: "<公司章程>Proposal on Amendment"
Dear Shareholders and Shareholders' Representatives,
In order to further improve the corporate governance structure and enhance the standard operation level of the company, in accordance with the update and changes of relevant laws, regulations and normative documents such as the Company Law of the People's Republic of China and the Guidelines for the Articles of Association of Listed Companies, it is proposed to revise the Articles of Association of Shenzhen Transsion Holdings Co., Ltd. (hereinafter referred to as the "Articles of Association").
For details, please refer to the Announcement on Amending the Articles of Association of >< and the Articles of Association disclosed by the Company on the website of the Shanghai Stock Exchange on August 28, 2024.
This proposal has been deliberated at the eighth meeting of the third board of directors of the company held on August 27, 2024
It is now submitted to the general meeting of shareholders of the company for deliberation.
Board of Directors of Shenzhen Transsion Holdings Co., Ltd
November 6, 2024
Motion 3: "Proposal on Amendment<股东会议事规则>"
Dear Shareholders and Shareholders' Representatives,
In order to further improve the company's governance structure and enhance the company's standard operation level, in accordance with the update and changes of laws and regulations such as the Company Law of the People's Republic of China and the Guidelines for the Articles of Association of Listed Companies, it is proposed to revise the Rules of Procedure of the Shareholders' Meeting of Shenzhen Transsion Holdings Co., Ltd. and other relevant contents, as detailed in the Rules of Procedure of the Shareholders' Meeting disclosed by the Company on the website of the Shanghai Stock Exchange on August 28, 2024.
This proposal has been deliberated at the eighth meeting of the third board of directors of the company held on August 27, 2024
It is now submitted to the general meeting of shareholders of the company for deliberation.
Board of Directors of Shenzhen Transsion Holdings Co., Ltd
November 6, 2024
Motion 4: "Proposal on Amendment<董事会议事规则>"
Dear Shareholders and Shareholders' Representatives,
In order to further improve the company's governance structure and enhance the company's standard operation level, in accordance with the update and changes of laws and regulations such as the Company Law of the People's Republic of China and the Guidelines for the Articles of Association of Listed Companies, it is proposed to revise the Rules of Procedure of the Board of Directors of Shenzhen Transsion Holdings Co., Ltd. and other relevant contents, as detailed in the Rules of Procedure of the Board of Directors disclosed by the Company on the website of the Shanghai Stock Exchange on August 28, 2024.
This proposal has been deliberated at the eighth meeting of the third board of directors of the company held on August 27, 2024
It is now submitted to the general meeting of shareholders of the company for deliberation.
Board of Directors of Shenzhen Transsion Holdings Co., Ltd
November 6, 2024
Motion 5: "Proposal on Amendment<监事会议事规则>"
Dear Shareholders and Shareholders' Representatives,
In order to further improve the company's governance structure and enhance the company's standardized operation level, in accordance with the update and changes of the Company Law of the People's Republic of China and other laws and regulations, it is proposed to supervise Shenzhen Transsion Holdings Co., Ltd
The Rules of Procedure of the Board of Directors are amended as detailed in the Company's announcement on the Shanghai Stock Exchange on August 28, 2024
The Rules of Procedure of the Board of Supervisors disclosed on the website of E-Firm.
This proposal has been deliberated and approved at the sixth meeting of the third board of supervisors of the company held on August 27, 2024
It is now submitted to the general meeting of shareholders of the company for deliberation.
Board of Supervisors of Shenzhen Transsion Holdings Co., Ltd
November 6, 2024
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