Securities code: Jiangsu Yitong High-Tech Co.Ltd(300211) securities abbreviation: Jiangsu Yitong High-Tech Co.Ltd(300211) Announcement No.: 2022024
Jiangsu Yitong High-Tech Co.Ltd(300211)
Report on public solicitation of entrusted voting rights by independent directors
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:
This solicitation of voting rights is a public solicitation in accordance with the law, and the soliciter Jinling Zhang meets the solicitation conditions specified in Article 90 of the securities law, 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.
Solicit the voting opinions of the person on all relevant voting matters: agree.
The collector does not hold the company’s shares.
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”), the independent director of Jiangsu Yitong High-Tech Co.Ltd(300211) (hereinafter referred to as the “company” or “the company”) Jinling Zhang is entrusted by other independent directors as the soliciter, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) deliberated at the 2021 annual general meeting of shareholders held on April 18, 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
As the soliciter, I, Jinling Zhang, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, prepare and sign this report on soliciting shareholders’ entrusted voting rights for the relevant proposals of the restricted stock incentive plan in 2022 discussed at the 2021 annual general meeting of the company. 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.
Information network（ http://www.cn.info.com.cn. ）Make an announcement on the Internet. 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 soliciter has obtained the consent of other independent directors of the company to solicit voting rights this time. The performance of this solicitation report does not violate or conflict with any provisions of laws, regulations, the articles of association or the company’s internal system. This report is only for the purpose of soliciting voting rights this time, and shall not be used for any other purpose.
2、 Basic information of the recruiter
(I) the current independent director convener of the company, Jinling Zhang, is the person soliciting the voting rights. The basic information is as follows:
Jinling Zhang, female, born in 1971, American nationality, Han nationality. He graduated from Capital University of economics and trade and studied at William E Simon received an MBA from the school of business. Chinese certified public accountants, Chinese certified tax agents, American Certified Public Accountants and members of the American Association of financial analysts. He once served as vice president of Baidu group, CFO of Baidu capital and CFO of Baidu takeout. Now he is the managing partner and CFO of Baidu venture capital.
From April 2013 to December 2016, he served as the vice president of Xiaomi group, responsible for finance, investment, finance and other businesses, and supported the listing of Xiaomi ecological chain company at home and abroad; During his tenure, he also established Xiaomi’s strategic investment department, which is in charge of Xiaomi’s Internet financial strategic layout, business planning, license application, etc. He has working experience in four major accounting firms, the world’s top 500 high-tech companies and China’s excellent Internet companies. He once served as the chief financial officer of Cisco network in Asia Pacific, Japan and greater China, the global financial operation director of Seagate technology, the manager of Investment Banking Department of professional firms and senior auditor.
From January 2017 to December 2017, he served as vice president of Baidu group; From January 2018 to November 2020, he served as Baidu capital management partner and CFO; From November 2020 to now, he has been the managing partner and CFO of Baidu venture capital.
From February 2021 to now, he has served as Jiangsu Yitong High-Tech Co.Ltd(300211) independent director.
As of the date of this announcement, Jinling Zhang does not directly hold the shares of the company, has no relationship with the shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the shares of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and they are not dishonest Executees. Their qualifications meet the relevant provisions of the company law and the articles of association.
(II) the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
(III) 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 works with the directors, supervisors, senior managers, shareholders holding more than 5% of the shares and actual controllers of the company
3、 Basic information of the company
(I) Chinese Name: Jiangsu Yitong High-Tech Co.Ltd(300211)
(II) English Name: Jiangsu Yitong High Tech Co, Ltd.
(III) date of establishment: August 15, 2001
(IV) registered address: No. 28, Tonglin Road, Changshu City, Jiangsu Province
(V) stock listing time: May 5, 2011
(VI) stock exchange of the company: Shenzhen Stock Exchange
(VII) stock abbreviation: Jiangsu Yitong High-Tech Co.Ltd(300211)
(VIII) Stock Code: Jiangsu Yitong High-Tech Co.Ltd(300211)
(IX) legal representative: Huang Wang
(x) secretary of the board of directors: Zhou Xuming
（11） Office address: No. 28, Tonglin Road, Changshu City, Jiangsu Province
（12） Postal Code: 215500
（13） Tel.: 051252818003
（14） Fax: 8001252056
（15） Internet address: www.yitong-group.com com.
（16） Email: yitong@yitong -group. com.
4、 Specific matters of soliciting voting rights
(I) collection items
The solicitors solicit voting rights from all shareholders of the company for the following proposals considered at the 2021 annual general meeting: proposal 1: review the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary; Proposal 2: To review the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022; Proposal 3: review the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
(II) basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022023) disclosed by the company on the information disclosure website cninfo.com designated by the CSRC on the same day. (III) solicitation proposal
Voting intention of the soliciter: as an independent director of the company, the soliciter attended the 30th meeting of the seventh board of directors held by the company on February 28, 2022, and made comments on the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the company’s restricted stock incentive plan in 2022 The board of directors proposed to vote in favor of the 2022 stock incentive plan.
Voting reasons of the collector: the collector believes that the company’s restricted stock incentive plan is conducive to establishing the benefit sharing mechanism between the company’s employees and shareholders, improving the company’s long-term incentive mechanism, and there is no damage to the interests of the company and all shareholders.
(IV) collection 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:
1. Solicitation object: 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 Tuesday, April 12, 2022.
2. Solicitation time: from April 14 to April 15, 2022 (9:30-11:30 a.m. and 13:30-16:30 p.m. on working days).
3. Solicitation method: publish an announcement on the information disclosure media cninfo website designated by the CSRC in an open manner to solicit entrusted 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 myself to the Securities Affairs Department of the company entrusted by the collector; The Securities Affairs 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, the original certificate of legal representative, the original power of attorney and the shareholder 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 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.
(3) After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 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 deliver them at the address specified in this report; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Affairs Department of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Attention: Jiangsu Yitong High-Tech Co.Ltd(300211) Office of Securities Affairs Department
Contact address: No. 28, Tonglin Road, Changshu, Jiangsu
Tel.: 051252816252
Fax: 051252818006
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 2021 annual general meeting of shareholders of the company, 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.
5. After the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment that meets 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.
6. If a shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of his / her 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. 7. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can 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 matters to the solicitor, 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; (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 registration 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.
It is hereby announced.
Collected by: Jinling zh
