Securities code: 688516 securities abbreviation: Wuxi Autowell Technology Co.Ltd(688516) Announcement No.: 2022-014 Wuxi Autowell Technology Co.Ltd(688516)
Announcement on public solicitation of entrusted voting rights by independent directors
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Starting and ending time of solicitation of voting rights: March 9, 2022 and March 11, 2022
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”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and in accordance with the entrustment of other independent directors of Wuxi Autowell Technology Co.Ltd(688516) (hereinafter referred to as the “company” and “the company”), Mr. Ruan Chunlin, an independent director, is the collector, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive considered at the first extraordinary general meeting of shareholders in 2022 to be held on March 14, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
1. The current independent director of the company, Ruan Chunlin, is the candidate for this solicitation of voting rights. The basic information is as follows: Mr. Ruan Chunlin, male, born in February 1965, Chinese nationality, has no permanent right of residence abroad, registered member of China Lawyers Association, Bachelor of Peking University and master of Erasmus University in Rotterdam, the Netherlands. Worked in Beijing Dongyuan law firm; Beijing Xinnuo law firm; He is now a full-time lawyer and partner of Beijing Yida law firm; He has been an independent director of the company since October 2017.
2. The collector does not hold the company’s shares, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and the solicitation.
(II) opinions and reasons of the collector on voting matters
As an independent director of the company, the recruiter attended the ninth meeting of the third board of directors held on February 22, 2022, And 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 the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022, And expressed independent opinions on the implementation of the restricted stock incentive plan by the company.
The solicitors believe that the company’s restricted stock incentive plan is conducive to promoting the sustainable development of the company and forming a long-term incentive mechanism for core personnel, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects of the company’s restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents.
2、 Basic information of this shareholders’ meeting
(I) meeting time
Date and time of on-site meeting: 14:30, March 14, 2022
Online voting time: from March 14, 2022 to March 14, 2022
The shareholders’ meeting of the company adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 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 general meeting of shareholders. (II) meeting place:
Conference room on the second floor of Wuxi Autowell Technology Co.Ltd(688516) No. 25 Zhujiang Road, Xinwu District, Wuxi
(III) proposals requiring proxy voting rights:
No. proposal name
Non cumulative voting motion
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the company’s assessment management measures for the implementation of restricted stock incentive plan in 2022
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 in 2022
For details on the convening of this general meeting of shareholders, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 23, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-015).
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 March 7, 2022.
(II) collection time: March 9, 2022 and March 11, 2022 (10:00-12:00 a.m. and 14:00-18:00 p.m.).
(III) solicitation method: it is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) solicitation procedure:
1. If the shareholders decide to entrust the soliciter to vote, they shall fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this report.
2. Submit the power of attorney and other relevant documents signed by me to the office of the board of directors of the company entrusted by the collector; The office of the board of directors of the company shall sign and receive the power of attorney and other relevant documents for the collection of entrusted voting rights: (1) if the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the legal person’s business license, a copy of the legal representative’s ID card, the original power of attorney and the shareholder’s 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 signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the entrusted voting shareholders have prepared relevant documents in accordance with the requirements of point 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 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 at the office of the board of directors of the company.
If the service is overdue, it shall be deemed invalid.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholders are as follows:
Address: Office of the board of directors Wuxi Autowell Technology Co.Ltd(688516) No. 25 Zhujiang Road, Xinwu District, Wuxi
Attention: Li cuifen
Postal Code: 214028
Tel: 0510-82255998
Fax: 0510-81816158
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
(V) 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 basic information of the shareholders who submitted the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders; 5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter. If a shareholder repeatedly authorizes his voting rights on the solicitation matters to the soliciter and the contents of his 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. If the order of receipt cannot be judged, the soliciter shall ask the authorized client for confirmation by inquiry, If the authorization content cannot be confirmed through this method, the authorization is invalid;
6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VI) under the following circumstances of 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, and expressly revokes the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will recognize that its authorization to the collector will automatically become invalid;
2. If a shareholder authorizes a person other than the collector to register and attend the meeting, and expressly revokes the authorization to the collector in writing before the deadline of the registration of the on-site meeting, the collector will determine that its authorization to the collector is automatically invalid; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization;
3. Shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of “agree”, “oppose” and “abstain” and tick “√”. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(VII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
Collected by: Ruan Chunlin
February 23, 2022
Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Wuxi Autowell Technology Co.Ltd(688516)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the announcement on public solicitation of entrusted voting rights by independent directors, the notice on convening the first extraordinary general meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant situation of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Ruan Chunlin, an independent director of Wuxi Autowell Technology Co.Ltd(688516) to attend the first extraordinary general meeting of shareholders in Wuxi Autowell Technology Co.Ltd(688516) 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:
Name of preface proposal: agree to oppose abstention No. 1 on the company’s incentive plan for restricted shares in 2022 (Draft) >
Proposal on the implementation of the company’s restricted stock incentive plan in 2022
Proposal for nuclear management measures 3 on submitting to the general meeting of shareholders to authorize the board of directors to handle the company’s 2022
Proposal on matters related to restricted stock incentive plan
(the client shall express authorization opinions on each proposal, and the specific authorization shall be subject to “√” in the corresponding box. If it is not filled in, it shall be deemed to have waived the consideration.)
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.
