Securities Code: 688072 Securities Abbreviations: Tuojing Technology
Tuojing Technology Co., Ltd.
Information on the first extraordinary general meeting of shareholders in 2023
February 2023
Directory
Notes for the First Extraordinary General Meeting of Shareholders in 2023 ...... 1
Agenda of the First Extraordinary General Meeting of Shareholders in 2023 ...... 3
Proposal for the First Extraordinary General Meeting of Shareholders in 2023 ...... 5
Proposal 1: Proposal on Amending the Articles of Association of Tuojing Technology Co., Ltd. ...... 5
Proposal 2: Proposal on the expected daily related transactions in 2023... 6
Tuojing Technology Co., Ltd.
Notes for the First Extraordinary General Meeting of Shareholders in 2023
In order to safeguard the legal rights of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, in accordance with the "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Listed Company Shareholders' General Meeting Rules" and "Tuojing Technology Co., Ltd. Articles of Association", "Tuojing Technology Co., Ltd. Shareholders' General Meeting Rules" and other relevant regulations, tuojing Technology Co., Ltd. (hereinafter referred to as the "Company") specially formulated the instructions for the first extraordinary general meeting of shareholders in 2023:
In order to ensure the seriousness and normal order of this meeting, and to effectively safeguard the legitimate rights and interests of shareholders and shareholders' agents, except for the shareholders and shareholders' agents attending the meeting, the company has the right to refuse other irrelevant personnel to enter the venue according to law.
Shareholders and their proxies 2. to attend the meeting must go through the check-in formalities at the meeting site at 13:00-14:30 on the day of the meeting, and present the securities account card, identity certificate or legal entity certificate, power of attorney, etc. according to the regulations, and receive the meeting materials after verification before attending the meeting. After the start of the meeting, the presiding officer of the meeting shall announce the number of shareholders present at the meeting and the total number of shares with voting rights held by them, after which the shareholders entering the meeting shall not have the right to participate in the voting on the spot.
The 3. meeting shall consider and vote on the proposals in the order listed in the notice of the meeting.
4. shareholders and their proxies to participate in the general meeting of shareholders shall have the right to speak, question and vote in accordance with the law. Shareholders and their agents shall conscientiously perform their legal obligations when participating in the general meeting of shareholders, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
If 5. shareholders and shareholders' agents intend to speak or ask questions at the on-site meeting of the general meeting of shareholders, they shall register with the meeting team of the general meeting in advance at the registration link before the general meeting of shareholders. The presiding officer of the meeting shall arrange to speak or answer questions from shareholders according to the list and order provided by the meeting affairs group.
Shareholders and their proxies who speak without prior registration requirements shall speak in accordance with the agenda of the meeting and with the permission of the presiding officer of the meeting. When multiple shareholders and shareholder proxies request to speak at the same time, the first one to raise his hand will speak; when the order cannot be determined, the host will designate the speaker. During the meeting, only shareholders and shareholders' agents will be accepted to speak or ask questions. In order to improve the efficiency of the meeting, shareholders and their agents should speak or ask questions around the topics of the meeting.
In principle, the time should not exceed 5 minutes.
When 6. shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, the shareholders and their proxies will no longer speak. If the shareholders and their agents violate the provisions of this article, the presiding officer of the meeting shall have the right to refuse or stop.
The 7. moderator may arrange for directors, supervisors and senior management of the company to answer questions raised by shareholders. The moderator or his designated person has the right to refuse to answer questions that may disclose the company's trade secrets and/or inside information to the detriment of the common interests of the company and shareholders.
Shareholders and their proxies 8. present at the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain from voting. Shareholders present at the scene must sign the name or name of the shareholder on the voting ticket. Voting votes that are not filled in, incorrectly filled in, and unlegible in handwriting, and uncast votes are deemed to be a voter's waiver of voting rights, and the voting result of the shares held by him is counted as "waiver".
9. this general meeting of shareholders adopts a combination of on-site voting and online voting, and publishes a resolution announcement of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
10. this meeting was witnessed and a legal opinion was issued by a practicing lawyer from a law firm hired by the company.
Eleven, during the meeting participants should pay attention to maintain the order of the venue, do not walk around at will, mobile phones adjusted to mute state, during the meeting declined personal audio, video and photography, participants should leave the venue after the end of the conference for no special reason. The staff of the meeting have the right to stop acts that interfere with the normal procedures of the meeting, stir up trouble or infringe upon the legitimate rights and interests of other shareholders and report to the relevant departments for handling.
12. The expenses incurred by the shareholders attending this general meeting shall be borne by the shareholders themselves.
13. For details of the registration method and voting method of this shareholders' meeting, please refer to the Company's 2023
On January 21, 2002, it was disclosed on the website of Shanghai Stock Exchange (www.sse.com.cn) on the 2023 of Convening
Notice of the First Extraordinary General Meeting of Shareholders (Announcement No. 2023-006).
Tuojing Technology Co., Ltd.
Agenda of the First Extraordinary General Meeting of Shareholders in 2023
1. meeting time, place and voting method
(I) meeting time: February 6, 2023, 14: 30 p. m.
(II) on-site meeting place: conference room of tuojing technology co., ltd., no 900 shuijia, Hunnan district, Shenyang city, Liaoning province
Convenor of the (III) meeting: Board of Directors of Tuojing Technology Co., Ltd.
(IV) Conference Moderator: Chairman Lu Guangquan
The (V) meeting adopts a combination of on-site voting and online voting.
(VI) online voting system, starting and ending time and voting time
Online Voting System: Shanghai Stock Exchange Shareholders' Meeting Online Voting System
Starting and ending time of online voting: from February 6, 2023 to February 6, 2023
Using the online voting system of Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time period on the day of the shareholders' meeting, namely 9:15-9:25,9:30-11:30,13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.
Agenda of the 2. meeting
(I) participants sign in, receive meeting materials, and register the speeches of shareholders and shareholders' agents.
The chairman of the (II) announced the start of the meeting and reported to the general meeting the number of shareholders and shareholders' proxies present at the on-site meeting and the number of voting rights held.
(III) read out the instructions for the general meeting of shareholders.
(IV) read out and consider the meeting proposal:
1. "Proposal on Amending the Articles of Association of Tuojing Technology Co., Ltd.";
2. Bill on the Expected Daily Related Transactions in 2023.
(V) participating shareholders and shareholders' agents to speak and ask questions.
The (VI) elected members of the vote counting and scrutinizing.
Shareholders and their proxies are (VII) to vote on the proposals.
The (VIII) is adjourned and the results of the on-site voting are counted.
The (IX) resumed the meeting and announced the results of the on-site voting and the resolutions of the shareholders' meeting (the final voting results shall be subject to the company's announcement).
The (X) witness lawyer reads out the legal opinion (the legal opinion shall be subject to the company announcement).
(xi) Signing of meeting documents.
(xii) End of the on-site meeting.
Tuojing Technology Co., Ltd.
Proposal for the First Extraordinary General Meeting of Shareholders in 2023
Proposal 1: Proposal on Amending the Articles of Association of Tuojing Technology Co., Ltd. Shareholders and shareholders' agents:
Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company") in accordance with the "Guidelines for the Articles of Association of Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and other regulatory documents, combined with the actual situation of the company, it is proposed to amend the "Articles of Association of Tuojing Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and request the general meeting of shareholders to authorize the company's management or its designated personnel to handle relevant industrial and commercial change registration and other matters.
This proposal has been reviewed and approved at the 19th meeting of the first board of directors held on January 19, 2023.
However, the revised contents and the revised Articles of Association of the Company can be found in Shanghai Securities on January 21, 2023.
Announcement on Amending the Articles of Association of the Company (Announcement No. 2023-003) and the Articles of Association of Tuojing Technology Co., Ltd. disclosed on the website of the Exchange (www.sse.com.cn).
Shareholders and shareholders' proxies are invited to consider!
Board of Directors of Tuojing Technology Co., Ltd.
February 6, 2023
Motion 2: Motion on the expected daily connected transactions in 2023
Shareholders and Shareholder Agents:
According to the needs of the company's business development and production and operation, Tuojing Technology Co., Ltd. (hereinafter referred to as "the company") expects that the total amount of daily related transactions between the company and related parties in 2023 will not exceed RMB 154.5 million. The Company expects the details of the day-to-day related transactions in 2023 to be as follows:
1. the amount and category of the daily related transactions expected in 2023
(I) the estimated amount and category of this daily related transaction.
In accordance with the Rules Governing the Listing of Shares on the Shanghai Stock Exchange's Science and Technology Board and relevant laws and regulations, the Company expects the amounts and categories of daily connected transactions in 2023 to be as follows:
Unit: RMB 10,000
This pre-
The actual amount of the previous year at the beginning of the year
The actual occurrence from 2023 to 2023 is the same as that of the previous year.
The estimated amount of the transaction related person in 2023 is the amount incurred between January 18 and the actual amount issued.
The estimated amount of the category accounts for the amount of the same industry and related persons.
The proportion of services that have occurredThe difference in the proportion of services is higher.
The original transaction amount is large.
Because
Micro Semiconductor
Equipment (Shanghai)
Limited 400.00 0.94-312.12 0.74-
Division (including its merger.
Within the scope of the report
affiliate)
Purchase due to business
Raw material Shenyang rich fine development needs
Materials, sealing equipment shares 10,000.00 23.56% 148.48 6,148.06 14.49% to, mining
Labor Limited Purchase Demand
Service increase
Subtotal 10,400.00 24.51% 148.48 6,460.18 15.22%-
Micro Semiconductor
Equipment (Shanghai)
Limited 50.00 0.07-13.73 0.02-
To the Customs Division (including its merger.
Within the scope of the joint statement
subsidiary companies for sales)
Products, Shenghe crystal micro-new increase.
Commodity conductor (Jiangyin) 5,000.00 6.60% -Related parties
Limited Company
Subtotal 5,050.00 6.66% - 13.73 0.02%-
Total 15,450.00 - 148.48 6,473.91 - -
Note 1: China Micro Semiconductor Equipment (Shanghai) Co., Ltd. (including its subsidiaries within the scope of its consolidated statements) includes: China Micro Semiconductor Equipment (Shanghai) Co., Ltd., Singapore Merchants China Micro Semiconductor Equipment Co., Ltd. Taiwan Branch, China Micro Huichuang Technology (Shanghai) Co., Ltd., China Micro Huichuang Technology (Shanghai) Co., Ltd., China Micro Link Technology (Shanghai) Co., Ltd.
Note 2: Calculation of the estimated amount in 2023 as a percentage of similar business and the actual amount incurred in the previous year as a percentage of similar business: the denominator of the purchase of raw materials from related parties, the acceptance of services as a percentage of similar business and the sale of products and goods to related parties as a percentage of similar business is the audited amount of similar business of the Company in 2021.
Note 3: The amount of transactions that have occurred with related parties from the beginning of this year to January 18, 2023, and the amount actually occurred in the previous year are all.
Unaudited.
Note 4: The discrepancy between the sum of the numbers in the table and the tail difference between the sum of the sub-items is due to rounding.
Estimates and performance of (II) previous daily connected transactions
Unit: RMB ten thousand yuan
The estimated amount and actual amount of the previous actual occurrence of the related transaction.
The difference in the amount of the previous estimated amount of the category related person is more.
big reason
Medium and micro semiconductor equipment (on.
Hai) Co., Ltd. (including 550 312.12-
within the scope of its consolidated statements
to affiliated companies of related persons)
Purchase of Raw Materials Shenyang Fuchuang Precision Equipment Company Purchase Plan Change
Material, accept labor co., ltd. 10,000.00 6,148.06
Procurement Plan Change of Shenyang Science Company, Chinese Academy of Sciences
Instrument Co., Ltd. 1,500.00 682.04
Subtotal 12,050.00 7,142.22-
To the associated person in the micro-semiconductor equipment (on.
Sales of products, sea) Co., Ltd. (including 50.00 13.73-
Commodities within the scope of their consolidated statements.
Subordinate companies)
Total 12,100.00 7,155.95-
Note 1: The previous actual amount incurred, I .e., the amount actually incurred in 2022, has not been audited;
Note 2: The association between the Chinese Academy of Sciences Shenyang Scientific Instruments Co., Ltd. (hereinafter referred to as "Zhongke Instrument") and the company.
It was terminated on November 24, 2022, and the previous actual amount incurred was from January to November 2022.
The amount of the transaction that occurred.
Basic information and relationship of 2. related persons
Basic information and relationship of (I) related persons
1. China Micro Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as "China Micro Company")
(1) Basic information
Basic Information of Related Parties
Name: Zhongwei Semiconductor Equipment (Shanghai) Co., Ltd.
Type of company Limited by shares (Sino-foreign joint venture, listed)
Legal Representative: GERALD ZHEYAO YIN
Registered capital 616.24448 million RMB
Date of Establishment 31 May 2004
Registered Address 188 Taihua Road, Jinqiao Export Processing Zone (Southern District), Pudong New Area, Shanghai
Research and development, assembly of integrated circuit equipment, pan-semiconductor equipment and other micro-processing.
Equipment and environmental protection equipment, including supporting equipment and spare parts, sales of self-produced products.
Business scope to provide technical advice, technical services. [Does not involve state-run trade management commodities,
Involving quota, license management commodities, in accordance with the relevant provisions of the state.
Please; projects that are subject to approval in accordance with the law can only be carried out with the approval of the relevant departments.
camp activities]]
The main shareholder, Shanghai Venture Capital Co., Ltd. holds 15.64 of its shares, Xunxin (Shanghai) Investment.
Limited holds a 15.15 per cent stake in it.
Key Financial Data for January-September 2022/September 30, 2022 (RMB 10,000)
Total Asset 1,916,994.03
Net asset 1,506,813.84
Operating income 304,305.77
Net profit 79,140.42
Note: The above information comes from the "China Micro Semiconductor Equipment (Shanghai) Co., Ltd. 2022 Third Quarter Report" and the National Enterprise Credit Information Publicity System.
(2) Correlation
Zhongwei directly holds 8.40 of the company's shares, the company's director Yin Zhiyao serves as chairman and general manager of Zhongwei, and the company's director Fan Xiaoning serves as a director of Zhongwei. In accordance with the relevant provisions of Items 5 and 7 of 15.1 (XIV) of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, SMIC is a related legal person of the Company.
2. Shenyang Fuchuang Precision Equipment Co., Ltd. (hereinafter referred to as "Fuchuang Precision")
(1) Basic information
Basic Information of Related Parties
Name Shenyang Fuchuang Precision Equipment Co., Ltd.
Type of Company Other joint stock limited companies (listed)
Legal Representative Zheng Guangwen
Registered capital 209.053334 million RMB
Date of establishment: June 24, 2008
Registered Address No. 18A -1 Feiyun Road, Hunnan District, Shenyang City, Liaoning Province
Licensed items: import and export of goods, technology import and export, import and export agency (according to law
For projects subject to approval, business activities can only be carried out with the approval of relevant departments,
Specific business items are subject to the approval results) General items: mechanical parts, zero
Parts processing, mechanical parts, parts sales, semiconductor devices special equipment
Business scope Manufacturing, metal surface treatment and heat treatment processing, metal cutting and welding equipment
Manufacturing, metal processing machinery manufacturing, additive manufacturing, 3D printing services, technology
Technology services, technology development, technology consulting, technology exchange, technology transfer, technology.
Technology promotion (except for projects subject to approval in accordance with the law, with a business license in accordance with the law.
conduct business activities)
Shenyang Advanced Manufacturing Technology Industry Co., Ltd. holds 16.91% of its equity, Ning
The major shareholder, Bo Xiangpu Venture Capital Partnership (Limited Partnership), holds 16.17% of its equity interest,
SDIC (Shanghai) Science and Technology Achievement Transformation Venture Capital Fund Enterprise (Limited Partnership)
It has 13.67% equity.
Key financial data for January-September 2022/September 30, 2022 ($million)
Total assets 696,763.14
Net assets 467,752.61
Operating income 101,253.21
Net profit 15,396.52
Note: The above information comes from the Third Quarter Report of Shenyang Fuchuang Precision Equipment Co., Ltd. for 2022 and the National Enterprise Credit Information Publicity System.
(2) Correlation
Company Director Qi Lei serves as a director of Fortron Precision. According to the relevant provisions in Item 7 of the 15.1 (14) of the Rules Governing the Listing of Stocks on the Science and Technology Board of the Shanghai Stock Exchange, Fichuang Precision is an affiliated legal person of the Company.
3. Shenghe Crystal Microsemiconductor (Jiangyin) Co., Ltd. (hereinafter referred to as "Shenghe Crystal Microsemiconductor")
(1) Basic information
Related Party Basic Information
Name Shenghe Crystal Microsemiconductor (Jiangyin) Co., Ltd.
Company type limited liability company (wholly owned by Hong Kong, Macao and Taiwan legal persons)
Legal Representative Cui Dong
Registered capital 830 million USD
Date of establishment November 25, 2014
Registered Address No. 78 Changshan Avenue, Jiangyin City
Integrated circuit design, large-scale digital integrated circuits with a linewidth of 28 nanometers and below
Manufacturing, manufacturing of analog and digital-to-analog integrated circuits 0.11 microns and below, MEMS
Business scope and compound semiconductor integrated circuit manufacturing and BGA, PGA, CSP, MCM
Such as advanced packaging and testing. (Projects subject to approval in accordance with the law shall be subject to the relevant departments.
Business activities can only be carried out after approval)
Major Shareholder SMIC Changdian Semiconductor (Hong Kong) Co., Ltd. (SJ SEMICONDUCTOR
(HK) LIMITED) holds 100% of its equity.
Key Financial Data The public information does not disclose the main financial affairs of Shenghe Jingwei for the most recent fiscal year.
data.
Note: The above information comes from public information such as the national enterprise credit information publicity system.
(2) Correlation
Fan Xiaoning, a director of the company, serves as a director of Shenghe Jingwei. According to the relevant provisions in Item 7 of the 15.1 (14) of the Rules Governing the Listing of Stocks on the Science and Technology Board of the Shanghai Stock Exchange, Shenghe Jingwei is an affiliated legal person of the company.
Analysis of (II) Compliance Ability
The above-mentioned related parties continue to operate in accordance with the law, and transactions that have occurred in the past can be implemented and settled normally, with good performance capabilities. The Company will sign contracts or agreements with relevant parties on related day-to-day related transactions and will implement them in strict accordance with the agreements. In the future, the company will continue to pay close attention to the performance ability of related parties, and will take timely measures to protect the rights and interests of the company and shareholders in the event of major adverse changes.
The main contents of 3. daily related party transactions.
Main Contents of (I) Related Party Transactions
The company purchases raw materials, accepts labor services, sells goods, etc. from related parties based on the needs of business development. The pricing of related transactions follows the principles of equality, voluntariness, equivalence, and compensation. The terms determined in the relevant agreement or contract are fair and reasonable. The price of related transactions is determined according to the market pricing principle, and the settlement method agreed in the contract is adopted, and the payment is made according to the relevant progress.
Signing of (II) Related Party Transaction Agreements
Within the scope of the above-mentioned projections, the Company signs specific related transaction agreements or contracts with relevant related parties in accordance with the actual conduct of the business.
The Purpose of 4. Daily Related Party Transactions and Its Impact on Listed Companies
The daily related transactions carried out by the company with the above-mentioned related parties are the normal needs of the company's business development and production and operation, and are in the interests of the company and all shareholders. The pricing of related party transactions follows the principles of equality, voluntariness, equivalence, and compensation. The terms determined in the relevant agreement or contract are fair and reasonable. The price of related party transactions is determined based on market pricing principles and will not affect the company and the company's financial status, Operating results have an adverse impact, and there is no behavior that harms the interests of the company and all shareholders, especially small and medium shareholders, the company will not rely heavily on related parties as a result of the above transactions, nor will it affect the company's independence.
The independent directors expressed their prior approval and agreed independent opinions on the "Proposal on the Expected Daily Related Transactions in 2023.
This proposal has been held on January 19, 2023 at the 19th meeting of the first board of directors of the company, the first
The 11th meeting of the board of supervisors deliberated and approved, please refer to the company on January 21, 2023
Announcement on the Expected Daily Related Transactions in 2023 (Announcement No. 2023-004) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Shareholders are requested to conduct item-by-item transactions between the Company and its related parties on the day-to-day connected transactions expected in 2023.
Voting, related shareholders are required to abstain from voting on the corresponding related proposals:
Serial Number Proposal Name Related Shareholders to Avoid Voting
About the expected and micro-semiconductor equipment (Shanghai) Co., Ltd. (including its
1 Subsidiaries within the scope of the consolidated financial statements) in the 2023 day-to-day related transactions.
Case
2 About the expected daily with Shenyang Fuchuang Precision Equipment Co., Ltd. 2023-
Bill on Related Transactions
3 About the expected date of 2023 with Shenghe Crystal Microsemiconductor (Jiangyin) Co., Ltd-
Motion on frequently connected transactions
Shareholders and shareholders' proxies are invited to consider!
Board of Directors of Tuojing Technology Co., Ltd.
February 6, 2023
Ticker Name
Percentage Change
Inclusion Date