Securities code: Shenzhen Refond Optoelectronics Co.Ltd(300241) securities abbreviation: Shenzhen Refond Optoelectronics Co.Ltd(300241) Announcement No.: 2022006
Shenzhen Refond Optoelectronics Co.Ltd(300241)
Announcement on the report on public solicitation of entrusted voting rights by independent directors
Luo Tao, an independent director, guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Important:
This solicitation of voting rights is a public solicitation according to law, and the soliciter Luo Tao meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China, 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”), Luo Tao, an independent director of Shenzhen Shenzhen Refond Optoelectronics Co.Ltd(300241) subsidiary Co., Ltd. (hereinafter referred to as the “company”), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s 2022 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan”) to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on April 7, 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 soliciter, I only solicit shareholders’ entrusted voting rights for the proposals related to the company’s 2022 stock option and restricted stock incentive plan considered at the company’s first extraordinary general meeting in 2022, and prepare and sign this report. The collector guarantees that there is no false record, misleading statement or misrepresentation in this solicitation report
Major omission, 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. This report is on cninfo.com (www.cn. Info. Com. CN), an information disclosure website designated by the CSRC 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 and signed this report. The performance of this report will not violate or conflict with any provisions of laws and 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 company and matters of this solicitation
1. Basic information of the company
1.1 Chinese Name: Shenzhen Refond Optoelectronics Co.Ltd(300241)
1.2 English Name: Shenzhen REFOND optoelectronics Co., Ltd
1.3 registered address: 6th floor, building 1, No. 10 industrial zone, Tianliao community, Gongming office, Guangming New District, Shenzhen, Guangdong
1.4 stock listing time: July 12, 2011
1.5 stock exchange of the company: Shenzhen Stock Exchange
1.6 stock abbreviation: Shenzhen Refond Optoelectronics Co.Ltd(300241)
1.7 Stock Code: Shenzhen Refond Optoelectronics Co.Ltd(300241)
1.8 legal representative of the company: Gong Weibin
1.9 Secretary of the board of directors: Liu Yafang
1.10 contact address: 6th floor, building 1, hanhaida 10th Industrial Zone, Tianliao, Gongming office, Guangming New Area, Shenzhen, Guangdong
1.11 postal code: 518107
1.12 Tel: 075529060266
1.13 Fax: 075529060037
1.14 company website: www.refond.com com.
1.15 email address: [email protected].
2. Solicitation matters
The collector shall solicit the entrusted voting rights of all shareholders of the company for the proposals related to the equity incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on the company’s 2022 stock option and 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 stock option and 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 the 2022 stock option and restricted stock incentive plan;
Proposal 4: proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the company’s website on March 22, 2022 (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
4、 Basic information of the recruiter
1. Luo Tao, the convener of the current independent director of the company, is the person soliciting voting rights this time. The basic information is as follows:
Luo Tao: female, born in 1970, Chinese nationality, without permanent residency abroad, studied at Southwest University of Finance and economics from 1989 to 1992, majoring in accounting, certified public accountant and college degree. From July 2011 to July 2016, he served as the head of Shenzhen Mtc Co.Ltd(002429) audit department and chairman of the board of supervisors. He has been an independent director of the company since August 31, 2016.
2. As of the disclosure date of this announcement, the collector has not held shares of the company, 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 relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest between the collector and the proposals involved in the solicitation of voting rights.
4. The subject qualification of the solicitor shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
5、 Voting opinions and reasons of the collector on the solicitation matters
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, expand the coverage of incentive objects, strengthen the incentive effect, and promote the long-term and stable development of the company, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentives of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the self regulatory guide No. 1 of Shenzhen Stock Exchange GEM listed companies – business handling and other relevant laws The regulations, normative documents and the articles of association have drafted the company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract.
As an independent director of the company, the recruiter attended the 22nd Meeting of the Fourth Board of directors held on March 21, 2022, The proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s 2022 stock option and 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 stock option and restricted stock incentive plan The proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks voted in favour and expressed independent opinions on 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 solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: the shareholders of the company who have been registered with China Securities Depository and Clearing Co., Ltd. Shenzhen company and have gone through the registration procedures for attending the meeting as of March 28, 2022.
(II) collection time: from March 30, 2022 to March 31, 2022 (9:30-11:30 a.m. and 13:30-17:30 p.m. every day).
(III) solicitation method: it is publicly available on the information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for Shenzhen Refond Optoelectronics Co.Ltd(300241) independent directors to publicly solicit voting rights (hereinafter referred to as the “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 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 legal person’s business license, the original identity certificate of the legal representative, the original power of attorney and the shareholder’s account card; All documents of 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;
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 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 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:
Contact address: 6th floor, building 1, No. 10 industrial zone, Tianliao community, Gongming office, Guangming New Area, Shenzhen, Guangdong attention: Liu Yafang
Postal Code: 518107
Tel: 075529060266
Fax No.: 075529060037
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.
Step 4: the witness lawyer confirms the valid vote.
The witness lawyer of the law firm hired by the company will conduct formal review on 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. (V) 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 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 entrusts his / her voting rights to the soliciter repeatedly, but the contents of the 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. You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
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: Luo Tao
Attachment of March 22, 2022: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Shenzhen Refond Optoelectronics Co.Ltd(300241)
Power of attorney for public solicitation of voting rights by independent directors
I / our company, as the principal, confirm that I / we have carefully read the preparation made by the solicitor for this solicitation of voting rights before signing this power of attorney
