Securities code: 300648 securities abbreviation: Fujian Nebula Electronics.Ltd(300648) Announcement No.: 2021-127 Fujian Nebula Electronics.Ltd(300648)
Report of independent directors on public solicitation of entrusted voting rights for equity incentive
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important:
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as the "company" and "the company") ）Mr. Zheng Shouguang, an independent director, is entrusted by other independent directors as the collector to solicit entrusted voting rights from all shareholders of the company on the relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 14, 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, Zheng Shouguang, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report by soliciting shareholders' entrusted voting rights for the proposals related to the restricted stock incentive plan in 2021 considered at the first extraordinary general meeting of the company in 2022. 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 completeness; We guarantee that we will not use this solicitation of entrusted voting rights to engage in securities fraud activities such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge. This report is published on the information disclosure media and cninfo.com designated by the company（ http://www.cn.info.com..cn. ）Make an announcement on. 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 performance of this report will not violate or conflict with any provision of relevant laws, regulations, articles of association or internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
Company name: Fujian Nebula Electronics.Ltd(300648)
Address: 1-4# floor, No. 6, Shishi Road, Majiang Avenue, Kuai'an, Mawei District, Fuzhou, Fujian
Stock listing date: April 25, 2017
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Fujian Nebula Electronics.Ltd(300648)
Stock Code: 300648
Legal representative: Li Youcai
Secretary of the board of directors: Xu Longfei
Contact address: No. 6, Shishi Road, Mawei District, Fuzhou City, Fujian Province Fujian Nebula Electronics.Ltd(300648)
Postal Code: 350015
Tel.: 0591-28051312
Fax No.: 0591-28328898
Email: investment@e -nebula. com.
2. Matters of this solicitation
The solicitors shall publicly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: about the company
<2021 年限制性股票激励计划（草案）>
And its abstract;
Proposal 2: about the company
<2021 年限制性股票激励计划实施考核管理办法>
Proposal of the;
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 3. The signing date of this proxy report is December 27, 2021.
3、 Basic information of the general meeting of shareholders
For details about the convening of this extraordinary general meeting, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com, the designated information disclosure media of the company on the same day as this report（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-128).
1. The current independent director of the company, Mr. Zheng Shouguang, is the person collecting the entrusted voting rights. The basic information is as follows:
Zheng Shouguang, male, born in 1960, Chinese nationality, without permanent residency abroad, bachelor degree, senior accountant. From June 1994 to December 1999, he served as the deputy director of the settlement center of Fujian Petroleum Corporation; From January 2000 to January 2016, he successively served as the chief financial officer of China Petroleum & Chemical Corporation(600028) Fujian Branch, China Petroleum & Chemical Corporation(600028) general manager of Nanping Branch and manager of Audit Department of Sinopec Fujian SenMei Co., Ltd. Currently, he is an independent director of the company and concurrently serves as the general manager, Secretary of the board of directors and Fujian Mindong Electric Power Limited Company(000993) independent director of Fujian Futou New Energy Investment Co., Ltd.
2. At present, the collector has not held 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 collector 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 with this solicitation.
5、 Solicitors' voting on solicitation matters
As an independent director of the company, the recruiter attended the 16th meeting of the third board of directors held on December 27, 2021
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
Voted in favor of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and expressed independent opinions on the relevant proposals.
6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and the articles of association of China, the collector has formulated the scheme for soliciting entrusted voting rights. The specific contents are as follows:
(i) Solicitation object: all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of the afternoon of January 7, 2022;
（2） Starting and ending time of solicitation: January 8, 2022 - January 11, 2022 (9:30-11:30 a.m. and 14:00-16:00 p.m.);
（3） Solicitation method: the information disclosure media and cninfo.com designated by the company shall be open（ http://www.cn.info.com..cn. ）An announcement was issued on the to solicit voting rights.
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall fill in the Fujian Nebula Electronics.Ltd(300648) independent director's power of attorney on public solicitation of entrusted voting rights for equity incentive (hereinafter referred to as "power of attorney") item by item according to the format and content determined in the annex to this report.
Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the Securities Department of the company entrusted by the collector; The power of attorney and other relevant documents signed by the Securities Department of the company for the collection of entrusted voting rights are as follows:
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 securities account card; All documents 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and the securities 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 report; If registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Department of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholder are as follows:
Mailing address: Securities Department Fujian Nebula Electronics.Ltd(300648) No. 6, Shishi Road, Mawei District, Fuzhou City, Fujian Province
Contact: Zhou Chao
Postal Code: 350015
Tel.: 0591-28051312
Fax No.: 0591-28328898
Email: investment@e -nebula. com.
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 of the law firm hired by the company will formally review 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.
（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:
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 collection time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, 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 a shareholder entrusts his / her voting rights to the collector repeatedly, but the contents of 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. Voting on the same matter cannot be conducted multiple times. If there are multiple votes (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
（7） After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy.
（8） 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, if the shareholder explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization to the solicitor 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 on-site meeting registration, the solicitor will deem 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.
Annex: power of attorney of independent directors on public solicitation of entrusted voting rights for equity incentive
It is hereby announced.
Collected by: Zheng Shouguang
December 28, 2001 Annex:
Fujian Nebula Electronics.Ltd(300648)
Power of attorney of independent directors on public solicitation of voting rights for equity incentive
As the principal, I (or my company) confirm that I have carefully read the full text of the report of Fujian Nebula Electronics.Ltd(300648) independent directors on public solicitation of entrusted voting rights for equity incentive and the notice of Fujian Nebula Electronics.Ltd(300648) on convening the first extraordinary general meeting of shareholders in 2022 prepared and announced by the collector for this solicitation of voting rights before signing this power of attorney And other relevant documents, and have fully understood the relevant conditions such as the solicitation of voting rights.
Before registering for the on-site meeting, I (or my company) have 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 report of Fujian Nebula Electronics.Ltd(300648) independent director on public solicitation of entrusted voting rights for equity incentive. As the authorized client, I (or my company) hereby authorize Fujian Nebula Electronics.Ltd(300648) independent director Zheng Shouguang to be me (or the company) appoints a proxy to attend the first extraordinary general meeting of shareholders in Fujian Nebula Electronics.Ltd(300648) 2022 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 are as follows:
No. the motion is approved, opposed and abstained
Proposal 1 about the company
<2021 年限制性股票激励 计划（草案）>
And its abstract
Proposal 2 about the company
<2021 年限制性股票激励 计划实施考核管理办法>
Proposal for
Proposal for the general meeting of shareholders to authorize the board of directors to handle
Proposal 3 proposal on matters related to equity incentive
Note: the voting symbol of this power of attorney is "√", please according to the authorization of the authorized principal
