Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-038 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on the formulation of the company’s detailed rules for the implementation of solicitation of voting rights
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) held the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors on February 21, 2022, deliberated and adopted the proposal on formulating the implementation rules for soliciting voting rights. The specific situation is hereby announced as follows:
1、 Contents of detailed rules for the implementation of solicitation of voting rights
Chapter I General Provisions
Article 1 in order to effectively protect the interests of shareholders, promote the majority of shareholders to actively participate in the management of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”), improve the corporate governance structure and standardize the solicitation of voting rights, these rules are formulated in accordance with the company law and other laws, regulations, normative documents and the relevant provisions of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) chapter (hereinafter referred to as “the articles of association”).
Article 2 the term “solicitation of voting rights” as mentioned in the detailed rules refers to the act of an organization or person entitled to solicit voting rights when the company holds a general meeting of shareholders, when soliciting the voting rights of the company’s shareholders on a proposal, publicly issuing an offer to the company’s shareholders to exercise their voting rights on their behalf on the information disclosure media designated by the company in accordance with the contents and format specified in the detailed rules.
Article 3 the solicitation of voting rights shall be conducted free of charge.
The second chapter is the subject who enjoys the right to solicit votes
Article 4 the following organizations or persons may solicit their voting rights at the general meeting of shareholders from the shareholders of the company:
(I) the board of directors of the company;
(II) independent directors of the company;
(III) shareholders who individually or jointly hold more than 1% of the issued shares of the company;
(IV) investor protection institutions established in accordance with laws, administrative regulations or the provisions of the securities regulatory authority under the State Council. Article 5 the solicitation of voting rights in the name of the company’s board of directors must be deliberated and approved by more than half of all directors, and the relevant resolutions of the board of directors shall be announced. When collecting voting rights, independent directors need to obtain the unanimous consent of independent directors. Shareholders can solicit voting rights individually or jointly.
Article 6 when collecting voting rights, the collector must collect voting rights for all voting matters considered at the shareholders’ meeting; The shareholders who accept the solicitation of voting rights shall entrust the voting rights of all voting matters deliberated at the general meeting of shareholders to the same soliciter.
Article 7 the solicitors and shareholders accepting the solicitation of voting rights shall be responsible for the solicitation and entrusted voting and all publicity materials related to the solicitation of voting rights, which shall be true, accurate, complete, legal and effective, and shall not contain false records, misleading statements or major omissions.
Chapter III methods and basic contents of soliciting voting rights
Article 8 when soliciting voting rights, solicitors shall conduct it in an open manner.
Article 9 the soliciter shall prepare a report on the solicitation of voting rights in accordance with the requirements of relevant laws, regulations, the articles of association and these rules.
Article 10 the soliciter shall, in accordance with the requirements of relevant laws and regulations, the articles of association and these rules, prepare a power of attorney for soliciting voting, and publish it on the information disclosure media designated by the company within the specified period. Shareholders who accept the solicitation of voting rights can copy from the media or directly ask the soliciter and the company for the power of attorney for solicitation of voting rights, fill in and sign it.
Article 11 the report on the solicitation of voting rights by the soliciter shall specify the scheme for soliciting voting rights, which shall contain the specific operating procedures and steps of the shareholders when entrusting the soliciter to vote.
Article 12 a soliciter shall employ a law firm or a national notary organ to examine the qualification of the soliciter, the solicitation plan, the power of attorney for solicitation of voting rights, and the authenticity and effectiveness of the exercise of solicitation of voting rights, and express clear legal opinions. Chapter IV contents and format of the report on soliciting voting rights
Article 13 Where a shareholder is a soliciter, it shall publish a report on soliciting voting rights on the information disclosure media designated by the company at least 10 days before the general meeting of shareholders; Other solicitors shall publish the report on soliciting voting rights on the information disclosure media designated by the company at least 15 days before the shareholders’ meeting. The report on solicitation of voting rights shall include the following contents:
(I) statement and commitment of the collector;
(II) basic information of the recruiter. If the recruiter is a legal person, it shall disclose its name, domicile, contact method, designated information disclosure media (if any), the top ten shareholders and their ownership structure, main business, basic financial status, whether there is an associated relationship with the company, etc; If the recruiter is a natural person, its name, address, contact method, employment status and whether it has an association with the company shall be disclosed;
(III) the purpose and significance of soliciting voting rights;
(IV) the suspension scheme for the solicitation of voting rights (including the solicitation object, time, detailed procedures, consequences to be borne by the solicited person, etc.);
(V) the sponsor of each voting matter;
(VI) whether there is a mutual relationship or condition between voting matters;
(VII) whether the solicitors, directors, managers and major shareholders of the company have interests with each other and with voting matters;
(VIII) the collector shall clearly indicate the voting opinions (consent, objection or abstention) on each voting matter and their reasons; (IX) in the report on solicitation of voting rights, the soliciter shall clearly indicate his voting opinions on a certain voting matter, and if it is clearly stated that the solicited person should agree with his voting opinions, the solicited person shall indicate his voting opinions in accordance with the instructions of the soliciter; If the soliciter clearly indicates his voting opinions on a certain voting matter in the report on soliciting voting rights, but does not require the solicited person to be consistent with his voting opinions, the solicited person may express his voting opinions according to his own wishes;
(x) the name and domicile of the law firm or the national notary office employed by the collector; The name and specific communication method of the handling lawyer or notary.
Article 14 the contents of the report on the solicitation of voting rights shall be objective and true, and there shall be no false records, misleading statements and major omissions.
Chapter V format and content of power of attorney for soliciting voting
Article 15 the power of attorney for soliciting voting shall at least include the following contents:
(I) instructions for filling in;
(II) the name of the solicitor;
(III) the identity and shareholding of the collector;
(IV) the time of the shareholders’ meeting;
(V) in the power of attorney for solicitation voting, the soliciter shall clearly specify how the solicited person should vote according to the actual situation of his choice. When the soliciter clearly indicates his voting attitude towards a voting matter and indicates that the solicited person should be consistent with his voting attitude, The solicited person shall show his voting attitude in accordance with the instructions of the solicitor before it is valid; When the soliciter clearly indicates his voting attitude towards a certain voting matter in the report on solicitation of voting rights, but does not require the solicited person to be consistent with his voting attitude, the solicited person may express his voting attitude according to his own intention;
(VI) list the contents of each voting item and voting forms such as consent, objection or waiver for shareholders’ choice;
(VII) for the temporary proposals that may arise from the general meeting of shareholders, the solicited party shall give specific instructions to the solicitors on how to exercise their voting rights;
(VIII) for voting matters without specific instructions, the solicited party shall indicate whether the solicitation party can vote according to its own will;
(IX) the power of attorney for the election of directors and supervisors must list the names of all candidates for directors and supervisors, and vote according to the voting method specified in the cumulative voting system;
(x) the service address of the power of attorney for solicitation of voting, as well as the postal code and contact number of the place of service;
（11） The solicitors shall exercise their voting rights in person and shall not delegate;
（12） Legal consequences of entrustment;
（13） The date and validity of the power of attorney;
（14） Signature and seal of the recruited person.
Article 16 the power of attorney issued by the solicited party shall be valid only when it is used together with the following attachments and verified by the handling personnel signed in at the general meeting of shareholders and the register of shareholders of the company:
(I) copies of the ID card and the natural certificate of the shareholder to be collected;
(II) if the recruited person is a legal person, it is necessary to provide the copy of the business license of enterprise legal person, the qualification certificate of the legal representative (or the copy of the ID card of the agent and the written power of attorney of the legal representative), the copy of the ID card, the copy of the shareholder’s securities account card and the certificate of shareholding.
Article 17 the power of attorney and its attachments of the solicited person shall be delivered to the law firm or notary office hired by the solicitor no later than 24 hours before the general meeting of shareholders (registered letter or express mail or special person or other means that can be signed for confirmation). After signing for the power of attorney, it shall count and witness the number of the solicited person Issue a lawyer’s certificate or notarial certificate for the number of valid voting shares held and detailed information; The collector shall personally bring the power of attorney, notarial certificate or witness opinions collected to the shareholders’ meeting.
Article 18 the law firm hired by the solicitors and the law firm hired by the company to witness the shareholders’ meeting shall be different law firms.
Article 19 when attending the general meeting of shareholders, the solicitors shall sign in and register in accordance with the provisions with the following relevant documents.
If the solicitation is a natural person shareholder, it is necessary to show and provide ID card and shareholder securities account card; If the solicitation is a legal person shareholder, it is necessary to produce and provide the copy of the business license of enterprise legal person, the identity certificate of the legal representative, the written power of attorney issued by the legal representative according to law, the shareholder’s securities account card, the identity certificate of the agent and other necessary materials; If the recruiter is the board of directors of the company, the power of attorney of the board of directors shall be presented and provided; If the recruiter is an independent director, he shall show and provide his ID card.
Article 20 when attending the general meeting of shareholders and exercising the right to solicit votes, the soliciter shall provide the annex of the power of attorney of the solicited person, the witness opinion or notarial certificate issued by the entrusted law firm or notary organ, and sign in and register in accordance with the regulations before exercising the right to solicit votes.
Article 21 at the end of the general meeting of shareholders, the company shall keep the original voting power of attorney held by the soliciter and the attachments and other basic materials for attending the meeting together with the minutes of the general meeting of shareholders, the signature book of shareholders attending the meeting and other meeting documents.
Article 22 these Rules shall be examined and approved by the board of directors and shall come into force on the date of the company’s initial public offering and listing on the Shenzhen Stock Exchange. The board of directors is responsible for interpretation and modification.
2、 Review procedures to be performed
(I) opinions of the board of directors
The board of directors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 25th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors (Announcement No.: 2022-023) disclosed by the company on February 22, 2022.
（2） Opinions of the board of supervisors
The board of supervisors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 18th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of supervisors (Announcement No.: 2022-024) disclosed by the company on February 22, 2022.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
(I) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 25th meeting of the second board of directors (II) Suzhou Hengmingda Electronic Technology Co.Ltd(002947) resolution of the 18th meeting of the second board of supervisors is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
February 21, 2022
