Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) : report on public solicitation of voting rights by independent directors

Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)

Report on public solicitation of voting rights by independent directors

Important:

In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies (hereinafter referred to as the "Interim Provisions") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and other relevant provisions, In accordance with the entrustment of other independent directors of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as "the company"), Ms. Xiao Youmei, the independent director of the company, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the restricted stock incentive plan in 2022 considered at the first extraordinary general meeting of the company in 2022 to be held on March 25, 2022.

China Securities Regulatory Commission, 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

I, Xiao Youmei, as the soliciter, have prepared and signed this report in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to solicit the shareholders' entrusted voting rights for the relevant proposals on the restricted stock incentive plan in 2022 in the first extraordinary general meeting of the company to be held in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud activities such as insider trading and market manipulation.

The solicitation of voting rights was publicly conducted free of charge on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement. This solicitation action is entirely based on the responsibilities of the soliciter as an independent director of the listed company. The information released is free of false and misleading statements. The performance of this solicitation report will not violate or conflict with relevant laws and regulations, the articles of association or any provisions of the internal system.

2、 Basic information of the company and matters of this solicitation

(I) basic information of the company

Company name: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)

Listing place: Shenzhen Stock Exchange

Stock abbreviation: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)

Stock Code: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)

Legal representative: Zhang Chunjie

Secretary of the board of directors: Xiao Jingyu

Contact address: 10th floor, Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) building, No. 39, Qinglin Middle Road, central city, Longgang District, Shenzhen, Guangdong

Postal Code: 518172

Tel: 075533283211

Fax No.: 075533832999

Email: [email protected].

(II) matters of this solicitation

The soliciter will 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:

1. Proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary; 2. Proposal on the management measures for the implementation and assessment of the company's 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 restricted stock incentive plan in 2022.

3、 Basic information of this shareholders' meeting

For details about the convening of this shareholders' meeting, please refer to the company's website at cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022021).

4、 Basic information of the recruiter

1. The current independent director of the company, Ms. Xiao Youmei, is the person soliciting voting rights. The basic information is as follows:

Ms. Xiao Youmei: born in 1955, Chinese nationality, without permanent residency abroad, with an on-the-job master's degree and an independent director qualification certificate. From October 1971 to September 1986, he worked in the Finance Department of Lanzhou Petrochemical Machinery Group Co., Ltd., studied in Gansu Economic Management Cadre College from September 1986 to May 1989, and served as the financial manager and financial director of Shenzhen nonferrous metals Finance Co., Ltd. and the chairman of CICC Financial Consulting Co., Ltd. from May 1989 to 2009. He has been an independent director of the company since December 2016.

2. At present, the collector has not been punished for securities violations, has not been punished for major securities violations related to economic disputes, and has not been involved in major civil litigation or arbitration related to economic disputes. The collector promises that there is no situation that it is not allowed to publicly solicit voting rights as a collector as stipulated in Article 3 of the Interim Provisions of the CSRC, and will continue to meet the conditions as a collector between the collection date and the exercise date.

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, supervisors, senior managers, shareholders holding more than 5% shares, actual controllers 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 15th meeting of the second board of directors held on March 9, 2022, Voted in favor of the above three proposals: the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan, And expressed independent opinions on relevant motions. 6、 Solicitation scheme

In accordance with the current laws and regulations of China, normative documents and the provisions of the articles of association, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:

(I) collection object

As of March 21, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

(II) collection time

From March 22, 2022 to March 24, 2022 (8:30-12:00 a.m. and 14:30-17:30 p.m. every day).

(III) collection method

It is publicly available on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）An announcement was issued on the to solicit voting rights.

(IV) collection procedures and steps

1. The content of the power of attorney and the form of solicitation of voting rights of independent directors (hereinafter referred to as "the form of the power of attorney") shall be filled in item by item.

2. Submit the power of attorney and other relevant documents signed by myself to the Securities Department of the company entrusted by the collector; The Securities Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of entrusted voting rights:

(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney and a copy of the stock account card; All documents submitted by corporate shareholders in accordance with the provisions of 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 a natural person shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of its stock account card; All documents submitted by natural person shareholders in accordance with this article shall be signed by the shareholders page by page;

(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 according to the above requirements, they shall deliver the power of attorney and relevant documents by hand, registered letter or express mail at the address specified in this report within the collection time; If registered mail or express mail is adopted, the date stamped by the post office at the place of arrival shall be the date of service.

The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:

Address: 10th floor, Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) building, No. 39, Qinglin Middle Road, central city, Longgang District, Shenzhen, Guangdong

Attention: Liu Huanhuan

Tel: 075533283211

Fax: 075533832999

Postal Code: 518172

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.

4. The law firm witnessed the first extraordinary general meeting of shareholders in 2022, and the witness lawyer conducted formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.

(V) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting all the following conditions will be confirmed as 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 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.

(VI) 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 last time is valid. If the signing time cannot be judged, the power of attorney received last is valid. If the order of receiving time cannot be judged, the collector shall ask the authorizer to confirm by inquiry, If the authorization content cannot be confirmed in this way, the authorization delegation is invalid.

(VII) after the shareholder authorizes the proxy collector to vote on the solicitation, the shareholder may attend the meeting in person or by proxy.

(VIII) in case of the following situations in the confirmed valid authorization, the collector can deal with them in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, and explicitly 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 the shareholder entrusts the voting right of the solicitation to someone other than the solicitor to exercise and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become 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; If the authorization of the collector is not explicitly revoked in writing before the deadline of the registration time of the on-site meeting, but he attends the general meeting of shareholders and independently exercises the voting right before the collector exercises the voting right on his behalf, the authorization of voting right shall be deemed to have been revoked, and the voting result shall be subject to the voting opinion submitted by the shareholder to the general meeting of shareholders; 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.

(IX) 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 related 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 report are confirmed to be valid.

7、 Document for future reference: report on public solicitation of entrusted voting rights by independent directors signed by Ms. Xiao Youmei, an independent director of the company. Soliciter: Xiao Youmei March 9, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors

enclosure:

Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)

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 the report on public solicitation of voting rights of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) independent directors, Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) notice on convening the first extraordinary general meeting of shareholders 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 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 report on voting rights solicitation of independent directors.

As the authorized principal, I / our company hereby authorize Ms. Xiao Youmei, an independent director of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) to be the agent of my / our company