Beijing Hezong Science&Technology Co.Ltd(300477)
Report on public solicitation of entrusted voting rights by independent directors
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.
important clause
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Zhang Ning, meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China, 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;
2. The collector promises not to transfer its shares from the collection date to the announcement of the resolution of the general meeting of shareholders deliberating the collection proposal.
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 entrusted by other independent directors of Beijing Hezong Technology Co., Ltd. (hereinafter referred to as the “company”), Zhang Ning, an independent director, is the collector, Solicit voting rights from all shareholders of the company on the proposals related to the equity incentive plan considered at the third extraordinary general meeting of shareholders in 2022 held on March 17, 2022.
The CSRC, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
As the collector, I, Zhang Ning, prepared and signed a report on soliciting voting rights from all shareholders of the company on the relevant proposals of the equity incentive plan considered at the third extraordinary general meeting of the company in 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors of the company.
The collector guarantees that there are no false records, misleading statements or major omissions in this report, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of voting rights was conducted free of charge. This report was published on the information disclosure media designated by the company, and there was no unauthorized release of information. This solicitation is entirely based on the responsibilities of independent directors of listed companies, and the information released is free of false, misleading statements or major omissions.
The soliciter has obtained the consent of other independent directors of the company to solicit voting rights this time. The performance of this report will not violate or conflict with laws, regulations, articles of association or internal system.
2、 Basic information of the company and solicitation matters
1. Basic information
(1) Chinese Name: Beijing Hezong Science&Technology Co.Ltd(300477)
(2) Article name: Beijing Hezong Science & Technology Co., Ltd
(3) Date of establishment: April 15, 1997
(4) Registered address: 1211 and 1212, block D, No. 9, Shangdi Third Street, Haidian District, Beijing
(5) Stock listing time: June 10, 2015
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Beijing Hezong Science&Technology Co.Ltd(300477)
(8) Stock Code: Beijing Hezong Science&Technology Co.Ltd(300477)
(9) Legal representative: Liu zegang
(10) Secretary of the board of directors: Zhang Shu
(11) Contact address: 1211 and 1212, block D, No. 9, Shangdi Third Street, Haidian District, Beijing
(12) Postal Code: 100085
(13) Tel: 01062973188
(14) Fax: 01062975911
(15) Company website: www.chinahezong.com com.
(16) Email: [email protected].
2. Solicitation matters
The collector shall solicit the entrusted voting rights of all shareholders of the company for the proposals related to the equity incentive plan deliberated at the third extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary
Proposal 2: proposal on the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Beijing Hezong Science&Technology Co.Ltd(300477) 2022
Proposal 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
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting, please refer to the notice on convening the third extraordinary general meeting in 2022 issued by the company on cninfo.com, the designated information disclosure media.
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Zhang Ning, is the person soliciting voting rights. The basic information is as follows:
Mr. Zhang Ning, born in 1985, Chinese nationality, has no right of permanent residence abroad. Doctor degree from Tsinghua University, senior member of IEEE. He is now an associate professor and doctoral supervisor of the Department of electrical engineering of Tsinghua University, director of Smart Energy Laboratory of Sichuan energy Internet Research Institute of Tsinghua University and director of low-carbon urban energy system research institute.
2. At present, the collector does not hold shares of the company, is not punished for securities violations, and is not 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 company’s equity; As an independent director of the company, he has no interest relationship with other directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
4. The soliciter is not the incentive object of the company’s equity incentive plan, and has no other interest relationship with the solicitation.
5. The subject qualification of soliciting entrusted voting rights meets the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, Mr. Zhang Ning, the recruiter, attended the second meeting of the sixth board of directors held on March 17, 2022, Voted in favor of the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 fixed-term stock incentive plan, And expressed independent opinions on relevant matters.
The solicitors believe that the company’s implementation of the restricted stock incentive plan in 2022 is conducive to the sustainable development of listed companies and will not damage the interests of listed companies and all shareholders.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, the collector has formulated the plan for the solicitation of voting rights. The specific contents are as follows:
After the registration of the shareholders of Shenzhen Branch Company Limited was completed on October 2023, the registration of the trading objects of Shenzhen Branch Company Limited was completed.
(II) collection time: 9:00-11:00 a.m. and 13:00-15:00 p.m. on working days from March 11 to March 14, 2022.
(III) solicitation method: it is publicly available on cninfo.com（ http://www.cn.info.com.cn. ）An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall 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: sign the power of attorney and submit the following relevant documents as required:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the legal person’s business license, the original identity certificate of the legal representative, the original power of attorney and the shareholder’s account card; All documents required to be submitted 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 to the address specified in this report by personal delivery or express mail within the collection time; If express mail is adopted, the time of receipt shall be subject to the time when the Securities Affairs Department of the company actually receives the documents. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: 1211 and 1212, block D, Jiahua building, Shangdi Third Street, Haidian District, Beijing
Attention: Du Qingfang
Tel: 01062973188
Fax: 01062975911
Postal Code: 100085
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 authorized entrustment meeting all the following conditions will be confirmed to be valid after review:
(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 the shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his authorization are different, the power of attorney signed by the shareholder for the last time shall be valid; If the signing time cannot be determined, the last power of attorney received shall be valid.
You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
7. After the shareholder authorizes the proxy collector to solicit the voting rights of the matters, the shareholder may attend the meeting in person or by proxy.
8. 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, and explicitly cancels 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;
(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.
Attachment: power of attorney for independent directors to solicit voting rights.
Collected by: Zhang Ning
March 1, 2022
enclosure:
Beijing Hezong Science&Technology Co.Ltd(300477) independent directors publicly solicit power of attorney for voting rights
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the report of Beijing Hezong Science&Technology Co.Ltd(300477) independent directors on public solicitation of entrusted voting rights, the notice on convening the third extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant conditions of this solicitation of voting rights.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the announcement of independent directors’ solicitation of voting rights.
I / the company, as the authorized principal, hereby authorize Mr. Zhang Ning, an independent director of Beijing Hezong Science&Technology Co.Ltd(300477) to attend the third extraordinary general meeting of shareholders in Beijing Hezong Science&Technology Co.Ltd(300477) 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. the motion is approved, opposed and abstained
On Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted shares
one
Bill on incentive plan (Draft) and its summary
On Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted shares
two
