Securities code: 688772 securities abbreviation: Zhuhai Cosmx Battery Co.Ltd(688772) Announcement No.: 2021-016 Zhuhai Cosmx Battery Co.Ltd(688772)
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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Starting and ending time of solicitation of entrusted voting rights: from January 5, 2022 to January 6, 2022 (9:30-11:30 and 13:00-15:00 every day)
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 promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), subject to Zhuhai Cosmx Battery Co.Ltd(688772) (hereinafter referred to as the “company”) ）Entrusted by other independent directors, Zhao Yan, as the collector, solicits entrusted voting rights from all shareholders of the company on the relevant proposals of the first phase of restricted stock incentive plan (hereinafter referred to as “the incentive plan”) to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 10, 2022.
1、 Statement of the collector
I, Zhao Yan, as the soliciter, have made and signed this announcement in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies and the entrustment of other independent directors to publicly solicit the entrusted voting rights of shareholders for the proposals related to the equity incentive plan deliberated at the first extraordinary general meeting of the company in 2022. I am not allowed to publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions on the management of shareholders’ rights of listed companies by companies issued by the CSRC, and promise to continuously meet the conditions as a soliciter from the solicitation date to the exercise date. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, 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 entrusted voting rights is carried out publicly free of charge, On the website of Shanghai Stock Exchange (www.sse. Com.. CN.). This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false and misleading statements. The soliciter has obtained the consent of other independent directors of the company, and the soliciter has signed this announcement. The performance of this announcement will not violate laws, regulations and the articles of association Or any provision in the internal system.
2、 Basic information of the collector, voting opinions on voting matters and reasons
(i) Basic information of the recruiter
Zhao Yan, the current independent director of the company, is the person who collects the entrusted voting rights. His basic information is as follows: Zhao Yan, male, born in 1980, Chinese nationality, has no permanent right of residence abroad, has a master’s degree, is a senior accountant, and is currently an independent director of the company; Since July 2002, he has successively served in China Mobile Communication Group Co., Ltd., state owned assets supervision and Administration Commission (seconded) of the State Council and China Mobile Co., Ltd.; since November 2017, he has served as senior director of the board office and Investor Relations Department of AsiaInfo Technology Holdings Co., Ltd.; since April 2020, he has served as an independent director of the company.
（2） The collector does not hold the company’s shares, has not been punished for securities violations, has not involved in major civil litigation or arbitration related to economic disputes, and is not allowed to serve as a director of the company as stipulated in the company law of the people’s Republic of China and the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association.
（3） The solicitors and their 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, they have no interest with other directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
（4） Solicitation of voting opinions and reasons on voting matters
As an independent director of the company, the recruiter attended the 17th meeting of the first board of directors held on December 23, 2021
<第一期限制性股票激励计划（草案）>
And its summary
<第一期限制性股票激励计划考核管理办法>
The proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of restricted stock incentive plan voted for approval, and expressed independent opinions on the implementation of the incentive plan of the company.
The collector believes that the implementation of the incentive plan is conducive to the sustainable development of the company, can play a good incentive and restraint effect on the incentive objects, and there is no damage to the interests of the company and shareholders. The incentive objects granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents.
3、 Basic information of the general meeting of shareholders
(i) Meeting time
On site meeting time: 15:00, January 10, 2022
Starting and ending time of online voting: from January 10, 2022 to January 10, 2022
The shareholders’ meeting 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 and 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. （2） Venue
Conference room 2, office building Zhuhai Cosmx Battery Co.Ltd(688772) No. 209, Zhufeng Avenue, Jing’an Town, Doumen District, Zhuhai
（3） Proposals requiring proxy voting rights
No. proposal name
1 about
<第一期限制性股票激励计划（草案）>
And its abstract
<第一期限制性股票激励计划考核管理办法>
Proposal for
On submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of restricted stock incentive plan 3
Motion on item
See Zhuhai Cosmx Battery Co.Ltd(688772) notice on convening the first extraordinary general meeting in 2022 disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
4、 Solicitation scheme
In accordance with the current laws, regulations and normative documents of China and the provisions of the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
(i) Solicitation object
As of the afternoon of January 4, 2022, all shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
（2） Collection time
January 5, 2022 to January 6, 2022 (9:30-11:30, 13:00-15:00 every day)
（3） Solicitation procedure
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for Zhuhai Cosmx Battery Co.Ltd(688772) independent directors to publicly solicit entrusted voting rights (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this announcement.
Step 2: the solicitation object submits the power of attorney and other relevant documents signed by itself to the Securities Department of the company entrusted by the solicitor; The Securities Department of the company shall sign and receive the power of attorney and other relevant documents, 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 of the legal entity, the original certificate of legal representative, the original power of attorney and a copy of 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own 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 a 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 at the address specified in this announcement; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Department of the company. If the service is overdue, it shall be deemed invalid.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Address: No. 209, Zhufeng Avenue, Jing’an Town, Doumen District, Zhuhai Zhuhai Cosmx Battery Co.Ltd(688772)
Attention: Niu Yuhong, he Keke
Postal Code: 519180
Tel: 0756-6321988
Fax: 0756-6321900
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 public solicitation of entrusted voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer shall confirm the valid votes.
The witness lawyer of the law firm hired by the company will conduct formal review on the documents listed above submitted by corporate shareholders and individual shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer. （4） After the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment meeting all the following conditions will be confirmed as 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 solicitation procedure of this announcement;
2. Submit the power of attorney and relevant documents within the collection time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The basic information of the shareholders submitting the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders. （5） If a shareholder entrusts his / her voting rights to the collector repeatedly, but the authorization contents 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 collector shall ask the authorized trustor for confirmation by inquiry, If the authorization content cannot be confirmed in this way, the authorization delegation is invalid. The same matter cannot be voted more than once. In case of multiple votes (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
（6） After the shareholder authorizes the collector to vote on the solicitation, the shareholder may attend the meeting in person or by proxy, but has no voting right on the solicitation.
（7） 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 to the solicitor, and explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will deem that its authorization to the solicitor will automatically become invalid;
2. If the shareholder attends in person or 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 registration time 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.
（8） Due to the particularity of soliciting voting rights, when reviewing the power of attorney, only the power of attorney submitted by the shareholder according to this announcement shall be formally reviewed, and whether the signature and seal on the power of attorney and related documents are indeed signed or sealed by the shareholder himself or issued by the shareholder himself or the shareholder’s authorized agent shall not be substantially reviewed The power of attorney and relevant supporting documents meeting the formal requirements specified in this announcement are confirmed to be valid.
Soliciter: Zhao Yan December 24, 2021 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Zhuhai Cosmx Battery Co.Ltd(688772)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that I / we have carefully read Zhuhai Cosmx Battery Co.Ltd(688772) announcement on public solicitation of entrusted voting rights by independent directors, Zhuhai Cosmx Battery Co.Ltd(688772) 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 before signing this power of attorney, We have fully understood the voting rights solicitation and other relevant situations.
As the authorized principal, I / the company hereby authorize Zhuhai Cosmx Battery Co.Ltd(688772) independent director Zhao Yan to attend the first extraordinary general meeting of the company in 2022 as my / the company’s agent, and exercise the voting right 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: Preface
Name of proposal: No. of consent, objection and waiver
About
<第一期限制性股票激励计划（草案）>
Its 1
Summary proposal
About
<第一期限制性股票激励计划考核管理办法>
two
Proposal for
3. On requesting the general meeting of shareholders to authorize the board of directors to handle the first phase of restrictive measures
Proposal on matters related to stock incentive plan
(the client shall express authorization opinions on each proposal, and the specific authorization shall be subject to “√” in the corresponding box, and failure to fill in shall be deemed as waiver)
Name of the client (signature or seal):
The ID number of a shareholder or the uniform Social Credit Code:
Number of shares held by entrusted shareholders:
Entrusted shares
