Hangzhou Anheng Information Technology Co., Ltd
Third Extraordinary General Meeting of Shareholders in 2025
Meeting materials
April 21, 2025
Notice to General Meetings
In order to protect the legitimate rights and interests of all shareholders of Hangzhou Anheng Information Technology Co., Ltd., maintain the normal order of the general meeting of shareholders, ensure the efficiency of the general meeting of shareholders, and ensure that the general meeting of shareholders is held as scheduled and smoothly, this notice is formulated in accordance with the Company Law of the People's Republic of China, the Articles of Association of Hangzhou Anheng Information Technology Co., Ltd., the Rules of Procedure of the General Meeting of Shareholders of Hangzhou Anheng Information Technology Co., Ltd. and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
1. The general meeting of shareholders shall set up a conference affairs group, and the secretary of the board of directors of the company shall be responsible for the procedural arrangements and conference affairs of the meeting.
2. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders (or shareholder representatives) attending the meeting, the company has the right to refuse other persons to enter the venue in accordance with the law, except for shareholders (or shareholder representatives) attending the meeting, directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors.
3. Shareholders (or shareholder 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, ID card or certificate of legal entity, power of attorney and receipt of participation in accordance with the regulations, and receive the meeting materials after verification.
4. Shareholders (or shareholder representatives) enjoy the right to speak, consult and vote in accordance with the law. If shareholders (or shareholder representatives) want to speak at the general meeting of shareholders, they can register with the conference group of the general meeting when they sign in. At the meeting, the moderator will arrange for shareholders (or shareholder representatives) to speak. The topic of the speech of the shareholders (or shareholder representatives) should be related to the topic of the meeting; 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. The moderator or the relevant personnel designated by the host have the right to refuse to answer questions that may disclose the company's trade secrets or insider information and damage the common interests of the company and shareholders.
5. In order to improve the efficiency of the shareholders' meeting, on-site voting will be conducted after answering the shareholders' questions. The on-site meeting votes by registered ballot, and shareholders exercise their voting rights by the number of shares they hold with voting rights, and each share enjoys one vote. When voting, shareholders should choose one of the three items of "agree", "oppose" and "abstain" under each proposal in the voting ballot, and indicate it by marking "√". Votes that are not filled, incorrect, illegible or not cast shall be considered as abstentions. Shareholders are requested to fill in the voting form according to the voting requirements, and the staff of the general meeting will collect the votes uniformly.
6. Before the general meeting of shareholders votes on the proposal, two shareholder representatives will be elected to participate in the vote counting and scrutiny; When the general meeting of shareholders votes on the proposal, the witness lawyer, the shareholder representative and the supervisor representative are jointly responsible for counting and scrutinizing the votes; The results of the on-site voting will be announced by the presiding officer of the meeting.
7. The company hired a lawyer from Shanghai Junlan Law Firm to attend the shareholders' meeting and issue legal opinions.
8. Shareholders (or shareholder representatives) participating in the general meeting of shareholders shall conscientiously fulfill their legal obligations, please put the mobile phone ringtone in a silent state after the meeting begins, respect and safeguard the legitimate rights and interests of other shareholders, and ensure the normal order of the general meeting. The company has the right to take necessary measures to stop the acts that interfere with the order of the general meeting of shareholders, pick quarrels and provoke troubles and infringe on the legitimate rights and interests of other shareholders and report to the relevant departments for investigation and punishment.
9. The Company does not distribute gifts to shareholders attending the general meeting of shareholders, and is not responsible for arranging accommodation for shareholders attending the general meeting of shareholders, so as to treat all shareholders equally. The expenses incurred by shareholders (or shareholder representatives) attending the general meeting of shareholders shall be borne by the shareholders.
10. 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.
11. 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 2025
On April www.sse.com.cn 4, the "About Convening 2025
Notice of the Third Extraordinary General Meeting of Shareholders (Announcement No.: 2025-017).
Agenda of the General Meeting of Shareholders
Time: 15:30 p.m., April 21, 2025
Location: Conference Room on the 3rd Floor, Anheng Building, No. 188, Lianhui Street, Xixing Street, Binjiang District, Hangzhou
Convener: Board of Directors of Hangzhou Anheng Information Technology Co., Ltd
Moderator: Mr. Fan Yuan, Chairman of the Board
Online Voting System, Start and End Time, and Voting Time:
Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
Online voting: from April 21, 2025 to April 21, 2025
Using the online voting system of the shareholders' meeting 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 shareholders' meeting, 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 shareholders' meeting.
1. Declare the meeting open
2. Announce the number of shareholders and agents attending the meeting and the number of representative shares
3. The moderator reads out the instructions of the meeting
4. Deliberation of bills
1. Proposal on < > and Summary of the 2025 Restricted Stock Incentive Plan (Draft) of Hangzhou Anheng Information Technology Co., Ltd.;
2. Proposal on < > of the Measures for the Implementation of the Assessment and Management Measures for the 2025 Restricted Stock Incentive Plan of Hangzhou Anheng Information Technology Co., Ltd.;
3. Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's Restricted Stock Incentive Plan.
5. Shareholders and shareholder representatives make speeches and ask questions
7. Read out the voting notes and on-site voting
8. Adjournment (Statistical Voting Results)
9. The meeting shall be resumed and the voting results and resolutions shall be announced
10. Witness the lawyer's reading of the legal opinion
11. Sign the documents of the meeting
12. The moderator announces the end of the on-site meeting
Proposal 1 of the 3rd Extraordinary General Meeting of Shareholders in 2025:
About Hangzhou Anheng Information Technology Co., Ltd. 2025 Restricted Shares
Incentive Plan (Draft)" and its summary
Dear Shareholders and Shareholder Representatives,
In order to further improve the corporate governance structure of the company, establish and improve the company's long-term incentive and restraint mechanism, attract and retain the company's core management, technology and business talents, fully mobilize their enthusiasm and creativity, effectively enhance the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, so that all parties can pay attention to the long-term development of the company, ensure the realization of the company's development strategy and business objectives, and fully protect the interests of shareholders under the premise of reciprocal incentive and constraint reciprocity, in accordance with the principle of equal incentives and constraints, In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Disclosure of Equity Incentive Information and other relevant laws, administrative regulations, normative documents and the Articles of Association, the Company has formulated the 2025 restricted stock incentive plan.
The 2025 Restricted Stock Incentive Plan (Draft) of Hangzhou Anheng Information Technology Co., Ltd. and its summary were disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
This proposal has been held on April 3, 2025 at the eleventh meeting of the third board of directors of the company
The 10th meeting of the board of supervisors was deliberated and approved.
This proposal is hereby submitted to the general meeting of shareholders for consideration.
Board of Directors of Hangzhou Anheng Information Technology Co., Ltd
April 21, 2025
Proposal 2 of the 3rd Extraordinary General Meeting of Shareholders in 2025:
About Hangzhou Anheng Information Technology Co., Ltd. 2025 Restricted Shares
Incentive Plan Implementation Assessment Management Measures".
Dear Shareholders and Shareholder Representatives,
In order to ensure the smooth progress and orderly implementation of the company's 2025 restricted stock incentive plan, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Disclosure of Equity Incentive Information and other relevant laws, administrative regulations, normative documents and the relevant provisions of the Articles of Association, and in combination with the actual situation of the company, the " Hangzhou Anheng Information Technology Co., Ltd. 2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures.
The Measures for the Implementation of the Assessment and Management of the 2025 Restricted Stock Incentive Plan of Hangzhou Anheng Information Technology Co., Ltd. were disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 4, 2025.
This proposal has been held on April 3, 2025 at the eleventh meeting of the third board of directors of the company
The 10th meeting of the board of supervisors was deliberated and approved.
This proposal is hereby submitted to the general meeting of shareholders for consideration.
Board of Directors of Hangzhou Anheng Information Technology Co., Ltd
April 21, 2025
Proposal 3 of the 3rd Extraordinary General Meeting of Shareholders in 2025:
Regarding the submission to the general meeting of shareholders to authorize the board of directors to handle it
Proposal on matters related to the company's restricted stock incentive plan
Dear Shareholders and Shareholder Representatives,
In order to implement the Company's 2025 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan"), the Board of Directors of the Company proposes to the General Meeting of Shareholders to authorize the Board of Directors to handle the following related matters:
1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the specific implementation of the following matters of the incentive plan:
(1) Authorize the Board of Directors to determine the qualifications and conditions for the incentive recipients to participate in the incentive plan, and determine the grant date of the incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in accordance with the methods specified in this incentive plan when the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, stock subdivision or share reduction, and allotment of shares;
(3) Authorize the board of directors to adjust the restricted stock grant price accordingly in accordance with the methods specified in this incentive plan when the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, stock subdivision or share reduction, allotment of shares, and distribution of dividends;
(4) Authorize the board of directors to adjust the shares of restricted shares that employees have given up their subscription to the reserved part or distribute and adjust them among incentive recipients before the restricted stock is granted;
(5) Authorize the board of directors to grant restricted shares to the incentive recipients when they meet the conditions and handle all matters necessary for the grant of restricted shares;
(6) Authorize the board of directors to review and confirm the vesting qualifications and conditions of the incentive recipients, and agree that the board of directors will delegate this right to the remuneration and appraisal committee;
(7) authorize the board of directors to decide whether the restricted shares granted to the incentive recipients can be vested;
(8) Authorize the board of directors to handle all matters necessary for the attribution of incentive recipients, including but not limited to submitting an application for attribution registration to the stock exchange, applying to the registration and clearing company for relevant registration and clearing business, amending the Articles of Association, and handling the registration of change in the registered capital of the company;
(9) Authorize the Board of Directors to decide on the change and termination of this incentive plan, including but not limited to canceling the incentive pair
Cancel the vesting of the restricted shares that have not yet vested the incentive recipients, handle the compensation and inheritance of the restricted shares that have not yet vested the deceased incentive recipients, and terminate the incentive plan;
(10) Authorize the board of directors to determine all matters such as the incentive object, the number of grants, the grant price and the grant date of the reserved restricted shares under this incentive plan;
(11) Authorize the Board of Directors to sign, execute, modify and terminate any agreements and other relevant agreements related to this incentive plan;
(12) Authorize the Board of Directors to manage and adjust the incentive plan, and formulate or revise the management and implementation regulations of the plan from time to time on the premise that they are consistent with the terms of the incentive plan. However, if any amendment is required by law, regulation or relevant regulatory authority to be approved by a general meeting of shareholders or/and the relevant regulatory authority, such amendment by the Board of Directors must be approved accordingly;
(13) Authorize the Board of Directors to do other necessary matters necessary for the implementation of this incentive plan, except for the rights that are expressly provided for by the relevant documents to be exercised by the general meeting of shareholders.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of approval, registration, filing, approval and consent with the relevant governments and institutions for this incentive plan; Signing, executing, revising and completing documents submitted to relevant governments, institutions, organizations and individuals; Amend the Articles of Association and register the change of the company's registered capital; and to do all actions that it deems necessary, appropriate or appropriate in connection with this incentive program.
3. The general meeting of shareholders is proposed for the implementation of this incentive plan, and the board of directors is authorized to appoint intermediary institutions such as receiving banks, accountants, lawyers, and securities companies.
4. The general meeting of shareholders of the company shall be submitted to the general meeting of shareholders for approval, and the period of authorization to the board of directors shall be consistent with the validity period of this incentive plan. Except for the matters that are clearly stipulated in laws, administrative regulations, rules of the China Securities Regulatory Commission, normative documents, this incentive plan or the Articles of Association that need to be passed by the board of directors, other matters may be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
This proposal has been deliberated and approved at the 11th meeting of the third board of directors of the company held on April 3, 2025
Pass.
This proposal is hereby submitted to the general meeting of shareholders for consideration.
Board of Directors of Hangzhou Anheng Information Technology Co., Ltd
April 21, 2025
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