Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Report on public solicitation of entrusted voting rights by independent directors
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the entrustment of other independent directors of Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as the “company” or the “company”), As the collector, Ms. Lin Libin, an independent director, solicited voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on April 8, 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 the report on public solicitation of voting rights by 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
As the collector, I, Lin Libin, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, have prepared and signed this report by soliciting shareholders’ entrusted voting rights for the proposal related to equity incentive of the first extraordinary general meeting of shareholders 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 information disclosure website designated by the CSRC, http://www.cn.info.com.cn Make an announcement on the Internet. 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 in the internal system.
2、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the company’s disclosure on cninfo.com.cn on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022. 3、 Basic information of the company and matters of this solicitation
1. Basic information
(1) Chinese Name: Shen Zhen Australis Electronic Technology Co.Ltd(300940)
(2) English Name: Shenzhen australis Electronic Technology Co., Ltd
(3) Date of establishment: January 4, 2009
(4) Registered address: floors 1-4, building 5, North Yongfa science and Technology Park, Xinhe Road, Gonghe community, Shajing street, Bao’an District, Shenzhen
(5) Stock listing time: February 3, 2021
(6) Stock Exchange: Shenzhen Stock Exchange
(7) Stock abbreviation: Shen Zhen Australis Electronic Technology Co.Ltd(300940)
(8) Stock Code: Shen Zhen Australis Electronic Technology Co.Ltd(300940)
(9) Legal representative: Jiang inventor
(10) Secretary of the board of directors: Jiang Liqun
(11) Office address: No. 5, Furong Road, Songgang street, Bao’an District, Shenzhen
(12) Postal Code: 518105
(13) Tel: 075529691606
(14) Fax: 075529691606
(15) Internet address: http://www.cn.njg.com.
(16) Email: [email protected].
2. Solicitation matters
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:
Proposal 1: proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary;
Proposal 2: proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022;
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 4、 Basic information of the recruiter
1. The current independent director of the company, Ms. Lin Libin, is the person soliciting the entrusted voting rights. The basic information is as follows:
Ms. Lin Libin: born in 1983, Chinese nationality, without permanent residency abroad, bachelor degree. Since 2009, he has successively worked in Beijing BOC (Shenzhen) law firm and Beijing Yingke (Shenzhen) law firm
He has successively served as a paralegal, lawyer, senior partner and lawyer; From November 2013 to October 2019, concurrently served as the supervisor of Shenzhen Runhe Tea Industry Co., Ltd; From November 2016 to October 2019, concurrently served as the supervisor of Shenzhen Guangyi Venture Capital Co., Ltd; From January 2018 to November 2019, concurrently served as the supervisor of Shenzhen Xinshang Technology Co., Ltd; From May 2018 to now, he has also served as Dongguan Mentech Optical & Magnetic Co.Ltd(002902) independent director, and since December 2020, he has also served as independent director of Tuba rabbit Group Co., Ltd; From July 2018 to now, he has served as Shen Zhen Australis Electronic Technology Co.Ltd(300940) independent director. As of the disclosure date of this report, the company has not held shares of the company, and there is no situation that it is not allowed to serve as a director of the company as stipulated in the company law and the articles of association.
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 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, senior managers, major shareholders and their affiliates of the company and with this solicitation.
4. The subject qualification of soliciting entrusted voting rights meets 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 fourth meeting of the second board of directors held on March 15, 2022, He also voted in favor of the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and expressed independent opinions with explicit consent to the relevant proposals.
6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and the provisions of the articles of association of the company, the collector has formulated the scheme for the collection of entrusted voting rights. The specific contents are as follows:
1. Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of March 31, 2022.
2. Starting and ending time of solicitation: April 1, 2022 – April 2, 2022 (9:30-11:30 a.m. and 14:30-17:30 p.m.).
3. Solicitation method: open on cninfo (www.cn. Info. Com. CN.) Issue an announcement to solicit voting rights.
4. Solicitation procedures and steps
(1) Fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this report.
(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 collection 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 identity certificate of the 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: Juana
Contact address: No.5 Furong Road, Songgang street, Bao’an District, Shenzhen Shen Zhen Australis Electronic Technology Co.Ltd(300940) Securities Affairs Department
Postal Code: 518105
Tel: 075529691606
Fax: 075529691606
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.
(4) The lawyer of the law firm hired by the company to witness the first extraordinary general meeting of shareholders in 2022 will conduct 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 the following circumstances in the confirmed valid authorization, the collector can deal with it in accordance with the following methods: (1) after the shareholder entrusts the voting right of the collection to the collector, and explicitly cancels 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 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: Lin libin
March 15, 2022
Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Power of attorney for public solicitation of voting rights by independent directors
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 independent directors, the notice on convening the first extraordinary general meeting in 2022 and other relevant documents prepared and announced by the solicitor for this solicitation of voting rights, and have fully understood the relevant situation 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 public solicitation of voting rights by independent directors.
As the authorized principal, I / the company hereby authorize Ms. Lin Libin, an independent director of Shen Zhen Australis Electronic Technology Co.Ltd(300940) to attend the first extraordinary general meeting of shareholders in Shen Zhen Australis Electronic Technology Co.Ltd(300940) 2022 as my / the company’s agent, and exercise the right to vote on the matters to be 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 content of the proposal is agreed, opposed and waived
1 about the company’s restricted stock incentive plan in 2022 (Draft) and its summary
Proposal for
2 management measures on the implementation and assessment of the company’s restricted stock incentive plan in 2022
Proposal for
3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
Case
Note: this power of attorney is for voting
