Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Announcement No.: 2022-029 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Report on public solicitation of entrusted voting rights by independent directors
Independent director Gong juming guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special statement:
This solicitation of voting rights is a public solicitation in accordance with the law. Mr. Gong juming, the independent director of the solicitor, meets the solicitation conditions specified in Article 90 of the securities law, Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies.
1、 Basic information of the recruiter
1. The recruiter, Mr. Gong juming, is the current independent director of the company. As of the disclosure date of this announcement, he has not directly or indirectly held the shares of the company.
2. There is no relationship between the soliciter and the directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates of the company, and there is no interest between the soliciter and the proposals involved in the solicitation of voting rights. The solicitation of voting rights is carried out free of charge.
2、 Specific matters of soliciting voting rights
1. The company’s 2021 annual general meeting of shareholders has 18 proposals in total, which are as follows:
Proposal code proposal name
1.00 review the work report of the board of directors in 2021
2.00 review the work report of the board of supervisors in 2021
3.00 review the financial final accounts report of 2021
4.00 review of 2021 profit distribution plan
5.00 review of 2021 annual report and summary
6.00 deliberation on the proposal on carrying out foreign exchange derivatives trading business
7.00 deliberation on the proposal that the company meets the conditions for issuing shares to specific objects on the gem
8.00 review the proposal on the company’s stock issuance scheme to specific objects item by item
8.01 (1) type and par value of issued shares
8.02 (2) issuance method and time
8.03 (3) issuing object and subscription method
8.04 (4) pricing base date, issue price and pricing principle
8.05 (5) issue quantity
8.06 (6) restricted period
8.07 (7) arrangement of accumulated profits before the issuance
8.08 (8) amount and purpose of raised funds
8.09 (9) listing place
8.10 (10) term of validity of the resolution issued to specific objects
9.00 deliberation on the proposal on the company’s stock issuance plan to specific objects
10.00 deliberation on the proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects
11.00 deliberation on the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects
12.00 deliberation on the proposal on the description of the company’s punishment or regulatory measures taken by the securities regulatory authorities and the exchange in the last five years
13.00 review the proposal on the special report on the use of the company’s previously raised funds
14.00 deliberation on the proposal on diluting the immediate return of the company’s issuance of shares to specific objects, taking filling measures and commitments of relevant subjects
15.00 deliberation on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects
16.00 review the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
17.00 deliberation on the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
18.00 deliberation on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
The collector solicits the entrusted voting rights of the following proposals considered at the 2021 annual general meeting of shareholders from the company’s shareholders: proposal 16.00 proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary;
Proposal 17.00 proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022;
Proposal 18.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. Proposals 16.00, 17.00 and 18.00 are matters related to equity incentive, and the soliciter will vote on behalf of the solicited person or his agent. The solicited person or his agent may vote separately on other proposals for which the voting rights have not been solicited. The specific contents of this general meeting of shareholders are detailed in the announcement on the addition of interim proposal for 2021 general meeting of shareholders and supplementary notice for 2021 general meeting of shareholders (Announcement No.: 2022-028) on the gem information disclosure website designated by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on the same day as this announcement. 2. Solicit opinions
As an independent director of the company, Gong juming, the recruiter, attended the 22nd Meeting of the 5th board of directors held on February 8, 2022, They voted in favor of the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and expressed independent opinions on the relevant proposals.
3. Solicitation scheme
(1) Collection period: February 24, 2022 to February 25, 2022 (9:00-11:00 a.m. and 14:00-17:00 p.m. every day).
(2) Confirmation date of collecting voting rights: February 23, 2022
(3) Solicitation method: open on cninfo (www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
(4) Solicitation procedures and steps
Step 1: fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
Step 2: the power of attorney of the principal and other relevant documents submitted to the company; The Securities Affairs Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of entrusted voting rights:
① If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, the original certificate of legal representative, the original power of attorney and the shareholder account card; All documents provided by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
② If the shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney and the shareholder account card;
③ If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
Step 3: after the entrusted voting shareholders have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Affairs Department of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Attention: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Securities Affairs Department
Contact address: No. 99, Shuang Road, Suzhou Industrial Park, Jiangsu Province
Postal Code: 215121
Company Tel.: 0512-62852336
Fax: 0512-62852120
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for independent directors to solicit voting rights” in a prominent position.
(5) After the documents submitted by the entrusted voting shareholders are delivered, the witness lawyer of the law firm hired by the company will review the documents listed above submitted by the corporate shareholders or individual shareholders. The authorization that meets all the following conditions will be confirmed as valid:
① The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report;
② Submit the power of attorney and relevant documents within the solicitation time;
③ The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
④ The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(6) If a shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of his / her authorization are different, the power of attorney signed by the shareholder last time shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid.
(7) After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(8) In case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following measures:
① After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
② If the shareholder entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will determine that its authorization to the solicitor will automatically become invalid;
③ The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(4) Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and registered to attend the meeting after the closing of the market on the afternoon of February 23, 2022. It is hereby announced.
Annex: power of attorney for public solicitation of voting rights of independent directors
Collected by: Gong juming February 8, 2022
enclosure:
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Power of attorney for public solicitation of voting rights by independent directors
I / our company, as the client, confirm that I have carefully read the solicitor before signing this power of attorney
The disclosure of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) independent directors made and announced for the solicitation of voting rights
The full text of the report on soliciting entrusted voting rights, the interim proposal for the addition of 2021 annual general meeting of shareholders and 2021
The announcement of the supplementary notice of the annual general meeting of shareholders and other relevant documents on the solicitation of voting rights and other relevant information
Fully understood.
Before the on-site meeting is registered, I / the company has the right to call for voting rights as an independent director at any time
Withdraw the authorization of the collector under the power of attorney or the power of attorney according to the procedures determined in the report
Modify the content.
I / our company, as the authorized client, hereby authorize Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Gong juming, an independent director, attended Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) as my / the company’s agent
2021 annual general meeting of shareholders, and exercise the right to vote on the matters to be considered at the following meetings in accordance with the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
Note: agree to oppose the waiver proposal. Check the name of the proposal
The coded column can be
By vote
Non cumulative voting motion
16.00 about the company’s restricted stock incentive plan in 2022 (Draft) > and √
Proposal on its summary
