Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Report on public solicitation of entrusted voting rights by independent directors
Important:
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), Mr. Li Shuhua, an independent director of Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as the “company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the proposals related to the company’s restricted stock plan in 2021 to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 17, 2022.
SASAC of the State Council, CSRC, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in the report on public solicitation of entrusted voting rights of independent directors (hereinafter referred to as “the report”), and are not responsible for the contents of the report, Any statement to the contrary is a false statement. 1、 Statement of the collector
I, Li Shuhua, as the soliciter, guarantee that there are no false records, misleading statements or major omissions in this solicitation report, and 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 entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false and misleading statements. The performance of this report does not violate or conflict with any provision of laws, regulations, the articles of association or the company’s internal system. 2、 Basic information of the company and matters of this solicitation
1. Basic information
Company name: Hangzhou Hikvision Digital Technology Co.Ltd(002415)
English name of the company: Hangzhou Hikvision Digital Technology Co., Ltd
Company securities abbreviation: Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Company securities code: 002415
Legal representative: Chen zongnian
Secretary of the board of directors: Huang Fanghong
Contact address: No. 518, IOT street, Binjiang District, Hangzhou, Zhejiang
Company postal code: 310051
Company Tel.: 0571-89710492
Company Contact Fax: 0571-89986895
Email: [email protected].
2. Solicitation matters
The collector shall solicit from the shareholders of the company the 2021 restricted stock plan (Revised Draft) and its summary (including its sub proposals), the assessment measures for the implementation of the 2021 restricted stock plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock plan, and Entrusted voting rights of the four proposals in the proposal on Amending the articles of association.
3. This report is signed on December 30, 2021.
3、 Basic information of the general meeting of shareholders
For details about the convening of this general meeting, please refer to the company’s disclosure in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022. 4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Li Shuhua, is the person soliciting voting rights. The basic information is as follows:
Mr. Li Shuhua, born in 1971, doctor of accounting, non practicing member of China Institute of Certified Public Accountants; National level candidates for the new century hundred million talent project, national accounting leading talents and Shenzhen national leading talents. He has successively served as deputy director of the audit division (presiding over the work), deputy director of the general affairs division (presiding over the work), director of the financial budget management division and director of the general affairs division of the accounting department of the China Securities Regulatory Commission; China Galaxy Securities Co.Ltd(601881) member of the Executive Committee and chief financial officer, chief risk officer and chief compliance officer. He is also a PE professor and master supervisor of the National Institute of accounting (Xiamen), Peking University, Shanghai School of advanced finance, Shanghai Jiaotong University and Tsinghua University. He is now the managing partner of Shenzhen Dongfang Fuhai Investment Management Co., Ltd., Changzhou Nrb Corporation(002708) chairman and independent director of the company. Mr. Li Shuhua does not hold shares in the company.
2. At present, the collector 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 the solicitation.
4. The subject qualification of soliciting entrusted voting rights complies with 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, the recruiter attended the fifth meeting of the Fifth Board of directors held on September 30, 2021 and the seventh meeting of the Fifth Board of directors held on December 30, 2021, and made comments on the 2021 restricted stock plan (Revised Draft) and its summary, and the assessment measures for the implementation of 2021 restricted stock plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock plan in 2021 and the proposal on Amending the articles of association voted for approval, and expressed independent opinions on the relevant proposals. 6、 Solicitation scheme
In accordance with the current laws, administrative regulations and normative documents of China and the provisions of the Hangzhou Hikvision Digital Technology Co.Ltd(002415) articles of association, the collector has formulated the scheme for the collection of voting rights. The specific contents are as follows: (I) collection object: as of 15:00 on January 12, 2022, All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and registered to attend the meeting. （2） Solicitation time: from January 13, 2022 to January 16, 2022 (9:00-11:30 a.m. and 13:30-16:00 p.m. on working days).
（3） Solicitation method: open in securities times, China Securities Journal and cninfo (www.cn. Info. Com.. CN.) An announcement was issued on the to solicit voting rights.
（4） Solicitation procedures and steps
1. 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”).
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:
(1) The legal person shareholder must provide the following documents (please affix the official seal of the legal person shareholder and the signature of the legal representative on all the following documents):
① A copy of the current valid business license of the legal person;
② Copy of ID card of legal representative;
③ Original power of attorney (signed by the legal representative; if it is signed by someone authorized by the legal representative, the power of attorney and relevant notarial documents authorized by the legal representative to sign the power of attorney must be provided at the same time); ④ Copy of account card of legal person shareholder.
(2) Individual shareholders must provide the following documents (please sign all documents in person):
① A copy of the shareholder’s ID card;
② Copy of shareholder account card;
③ The original power of attorney signed by the shareholder (signed by me; if it is signed by someone authorized by me, the power of attorney and relevant notarial documents authorizing others to sign the power of attorney must be provided at the same time).
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 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 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 shareholders entrusted to vote are:
Address: Office of the board of directors, building F, No. 518, Internet of things street, Binjiang District, Hangzhou, Zhejiang Province
Company zip code: 310051
Company Tel.: 0571-89710492
Fax: 0571-89986895
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 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 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 repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his authorization are different, the last power of attorney signed by the shareholder is valid. If the signing time cannot be judged, the last power of attorney received is valid.
（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 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 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 registration time of the on-site meeting, the collector will determine that its authorization to the collector 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.
Collected by: Li Shuhua
December 31, 2021
enclosure:
Power of attorney for independent directors to solicit voting rights
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the full text of the report on public solicitation of entrusted voting rights by Hangzhou Hikvision Digital Technology Co.Ltd(002415) independent directors prepared and announced by the collector for this solicitation of voting rights, the notice of Hangzhou Hikvision Digital Technology Co.Ltd(002415) on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents, We have fully understood the voting rights solicitation and other relevant situations. 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 public solicitation of voting rights by independent directors.
As the authorized principal, I / the company hereby authorize Mr. Li Shuhua, an independent director of Hangzhou Hangzhou Hikvision Digital Technology Co.Ltd(002415) Digital Technology Co., Ltd., to attend the first extraordinary general meeting of shareholders of Hangzhou Hangzhou Hikvision Digital Technology Co.Ltd(002415) Digital Technology Co., Ltd. in 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:
Proposal serial number and proposal name are the same as those of anti repudiation right
Proposal 1 restricted stock plan for 2021 (Revised Draft) and its summary
1.1 determination basis and scope of incentive objects
1.2 source, type and quantity of incentive instruments and underlying stocks
1.3 distribution of restricted shares granted this time
1.4 grant of restricted shares
1.5 unlocking of restricted shares
1.6 conditions for granting and unlocking restricted shares
1.7 adjustment methods and procedures of restricted shares
1.8 rights and obligations of the company and incentive objects
1.9 treatment under special circumstances
1.10 accounting treatment of equity incentive plan and its impact on the company’s operating performance
1.11 formulation, approval, revision and termination of the plan
1.12 information disclosure
Proposal 2 measures for the assessment of the implementation of the restricted stock plan in 2021 proposal 3 on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock plan in 2021
Appropriate proposal
Proposal 4 proposal on Amending the articles of Association
Special notes:
1. The instructions of the trustor to the trustee shall be subject to the tick “√” in the box below “agree”, “oppose” and “waiver”. Each item is a single choice, and multiple choices are invalid.
2. The power of attorney is valid for newspaper cutting, copying or self-made according to the above format; If the principal is a legal person, it must be affixed with the official seal of the legal person.
Signature (seal) of the client: shareholder Account No.:
ID card No.
