Securities code: 603337 securities abbreviation: Jack Sewing Machine Co.Ltd(603337) Announcement No.: 2022-013 Jack Technology Co., Ltd
Announcement on public solicitation of voting rights by independent directors (updated draft)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Starting and ending time of solicitation of voting rights: from the date of equity registration to 24 hours before the first extraordinary general meeting of shareholders in 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Wang Zhuo, an independent director of Jack Technology Co., Ltd. (hereinafter referred to as the “company”) is the soliciter, The first extraordinary general meeting of shareholders of the company will be held on February 21, 2022 to review the incentive plan of the company.
1、 Basic information of the collector, voting opinions on voting matters and reasons
The person soliciting voting rights this time is Mr. Wang Zhuo, an independent director of the company. The basic information is as follows:
Wang Zhuo, Chinese nationality, without permanent residency abroad, was born in 1967, a member of the Communist Party of China, with a bachelor’s degree. Since 1988, he has successively served as the director and deputy chief editor of the editorial department of China Textile newspaper, the chief editor of China clothing magazine, the Secretary General and full-time vice president of China clothing association. He is currently the part-time deputy director of the Industrial Economy Research Institute of China Garment Association, the independent director of Centrino fashion (Shanghai) Technology Co., Ltd. and the executive director of ingenuity Kaiwu (Beijing) Technology Co., Ltd.
Mr. Wang Zhuo has attended the 23rd Meeting of the 5th board of directors held on January 20, 2022 and the 24th Meeting of the 5th board of directors held on February 10, 2022, In addition, the company also made comments on the proposal on the management measures for the implementation of the company’s stock option and restricted stock incentive plan in 2022, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, the proposal on director Ruan Linbing as the object of equity incentive, and the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Revised Draft) >And the summary of the proposal and other proposals voted in favour, and expressed their independent opinions as independent directors. Voting reason: the implementation of equity incentive plan can improve the incentive and restraint mechanism of the company and improve the sustainable development ability of the company; Enable operators and shareholders to form a community of interests, improve management efficiency and operators’ enthusiasm, creativity and sense of responsibility, and finally improve the company’s performance. The implementation of equity incentive plan by the company will not damage the interests of the company and all its shareholders.
2、 Basic information of this shareholders’ meeting
For the basic information about the holding of the company’s first extraordinary general meeting in 2022, please refer to the website of Shanghai Stock Exchange on February 11, 2022（ http://www.sse.com.cn. ）Announcement on canceling some proposals and adding interim proposals at the company’s first extraordinary general meeting in 2022 and postponing the convening of the first extraordinary general meeting in 2022.
3、 Solicitation scheme
(I) solicitation object: all shareholders of the company who have been registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and have gone through the registration procedures for attending the meeting as of the afternoon of February 10, 2022.
(II) collection time: from the date of equity registration to 24 hours before the first extraordinary general meeting of shareholders in 2022.
(III) collection procedure
1. Please 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).
2. The client shall provide the solicitor with a list of documents proving its shareholder identity and the expression of entrustment intention, including but not limited to:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, a copy of the legal representative certificate, the original power of attorney and a copy of 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 a copy of the shareholder’s 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 shall not be signed by the shareholder himself or by the shareholder’s representative.
3. After the entrusted voting shareholders have prepared relevant documents according to the above requirements, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time and at the address specified in this report; If registered mail or express mail is adopted, the date stamped by the post office at the place of arrival shall prevail.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: No. 1008, Donghai Avenue, Jiaojiang District, Taizhou City, Zhejiang Province
Attention: Securities Department
Tel.: 0576-88177757
Contact Fax: 0576-88177768
Postal Code: 318010
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
(IV) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
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.
(V) if the shareholder repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VI) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VII) in case of the following circumstances in the confirmed valid authorization, the collector can deal with it in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, if the shareholder expressly cancels the authorization to the collector in writing before the deadline of the on-site meeting registration, the collector will determine that its authorization to the collector 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.
It is hereby announced.
Soliciter: Wang Zhuo February 11, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
Jack Technology Co., Ltd
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that I / we have carefully read the full text of the report on public solicitation of entrusted voting rights by legislative directors of Jack Technology Co., Ltd. (updated draft) prepared and announced by the solicitor for this solicitation of voting rights before signing this power of attorney The announcement on canceling some proposals and adding interim proposals and delaying the convening of the first extraordinary general meeting of shareholders in 2022 and other relevant documents have fully understood the relevant conditions such as the solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Wang Zhuo, an independent director of Jack Technology Co., Ltd., to attend the first extraordinary general meeting of shareholders of Jack Technology Co., Ltd. in 2022 as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney. My / our company’s voting opinions on this solicitation of voting rights are as follows:
No. name of non cumulative voting proposal agree against abstain
1. About the company’s stock options and restricted stock incentives in 2022
Proposal on the plan (Revised Draft) > and its summary
2. About the company’s stock options and restricted stock incentives in 2022
Proposal on the implementation of assessment management measures
3. Proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive
Proposal on Relevant Issues
4. Proposal on director Ruan Linbing as the object of equity incentive
(Note: for each proposal, there are three options: “agree”, “oppose” and “abstain”. When voting, please mark “√” in the corresponding column of voting opinions. For the same proposal, you can only mark “√” in one place. Multiple or omitted choices are regarded as abstaining.)
Name of the client (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares held by entrusted shareholders:
Entrusted shareholder’s securities account No.:
Signed on:
Validity period of this authorization: from the signing date to the end of the first extraordinary general meeting of shareholders in 2022.
