Ningbo Zhenyu Technology Co.Ltd(300953)
Independent director’s proposal on 2022 restricted stock incentive plan
Report on public solicitation of entrusted voting rights
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 content tips:
1. Starting and ending time of solicitation of voting rights: April 7, 2022 to April 8, 2022 (9:30-11:30 a.m. and 13:00-17:00 p.m. every day);
2. Solicit the voting opinions of the person on all voting matters: agree;
3. Bei Hongjun, the independent director of the collector, does not hold shares in the company.
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the Ningbo Zhenyu Technology Co.Ltd(300953) articles of Association (hereinafter referred to as the “articles of association”), Bei Hongjun, an independent director of Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as the “company”), is entrusted by other independent directors as the soliciter, Solicit voting rights from all shareholders of the company on the proposals related to the restricted stock incentive plan to be considered at the third extraordinary general meeting of shareholders in 2022 to be held on April 12, 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 collector, Bei Hongjun, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report to solicit shareholders’ entrusted voting rights on the relevant proposals of the restricted stock incentive plan of the third extraordinary general meeting of shareholders to be held in 2022. The solicitor guarantees that there are no false records, misleading statements or major omissions in this solicitation report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; I guarantee that I will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge on the gem information disclosure website cninfo.com designated by the CSRC（ 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. This solicitation report conflicts.
2、 Basic information of the company and matters of this solicitation
1. Basic information
(1) Chinese Name: Ningbo Zhenyu Technology Co.Ltd(300953)
(2) English Name: Ningbo Zhenyu Technology Co., Ltd
(3) Date of establishment: October 18, 1994
(4) Registered address: Xidian Town, Ninghai County, Ningbo City, Zhejiang Province
(5) Stock listing time: March 18, 2021
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953)
(8) Stock Code: Ningbo Zhenyu Technology Co.Ltd(300953)
(9) Legal representative: Jiang Zhenlin
(10) Secretary of the board of directors: Dai Lingguang
(11) Office address: Xiangshan, Xidian Town, Ninghai County, Ningbo City, Zhejiang Province
(12) Postal Code: 315613
(13) Tel.: 057465386699
(14) Fax: 057483516552
(15) Internet address: www.zhenyumould.com com.
(16) Email: [email protected].
2. Solicitation matters
The collector solicits voting rights from all shareholders of the company for the following proposals considered at the third extraordinary general meeting of shareholders in 2022:
1. Proposal on Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan (Draft) and its summary;
2. Proposal on the measures for the administration of assessment of the implementation of Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan;
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、 The general meeting of shareholders
For the basic information about the holding of the third extraordinary general meeting of shareholders in 2022, see the company’s website on March 22, 2022（ http://www.cn.info.com.cn. ）Notice on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022015) publicly disclosed.
4、 Basic information of the recruiter
The current independent director of the company, Bei Hongjun, is the person soliciting voting rights. The basic information is as follows:
Born in April 1964, Chinese nationality, without permanent residency abroad, bachelor degree. He once taught at Qiqihar University and Zhejiang Wanli College; From May 2012 to June 2018, he served as Ningbo Menovo Pharmaceutical Co.Ltd(603538) independent director and director of the Audit Committee; Since August 2014, he has been a professor of Wealth Management School of Ningbo University of Finance and economics; From October 2015 to now, he has served as the supervisor of Ningbo Haishu Yongqin Accounting Consulting Service Co., Ltd; From July 2021 to now, he has served as Guirenniao Co.Ltd(603555) independent director and director of the Audit Committee; Since November 2018, he has served as an independent director of the company and the director of the audit committee.
At present, Bei Hongjun 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; The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the company’s equity; 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.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, Bei Hongjun attended the fourth meeting of the Fourth Board of directors held by the company on March 22, 2022 by means of communication, and made comments on the proposal on Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan implementation assessment management measures All three proposals of the 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 voted in favour.
Bei Hongjun believes that the content of the Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan (Draft) implemented by the company this time complies with the provisions of the administrative measures and other relevant laws, regulations and normative documents. The implementation of the incentive plan is conducive to further establishing and improving the company’s incentive and restraint mechanism and the sharing mechanism between employees and owners, attracting and retaining excellent management talents and business backbone, and effectively integrating the interests of shareholders The company’s interests are combined with the company’s core management, technology (business) backbone and personal interests to promote all parties to pay common attention to the company’s long-term development and ensure the realization of the company’s development strategy and business objectives, without damaging the interests of the company and all shareholders.
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:
After the registration of all shareholders of Shenzhen Branch Company Limited was completed at 15:00 on February 2024, the registration of all trading objects of Shenzhen Branch Company Limited was completed.
(II) collection time: April 7, 2022 to April 8, 2022 (9:30-11:30 a.m. and 13:00-17:00 p.m.).
(III) solicitation method: the information is publicly disclosed on cninfo.com, the information disclosure media 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. If the solicitation object decides to entrust the soliciter to vote, it shall 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. The power of attorney and other relevant documents signed by me shall be submitted to the office of the board of directors of the company entrusted by the collector. The power of attorney and other relevant documents shall be signed and received by the office of the board of directors of the company.
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, the original identity certificate of the legal representative, the original power of attorney and a copy of the shareholder’s 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 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 the shareholder’s 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 item 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 at the office of the board of directors 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: Ningbo Zhenyu Technology Co.Ltd(300953) Board Office
Tel.: 057465386699
Contact Fax: 057483516552
Postal Code: 315613
Contact address: Xiangshan, Xidian Town, Ninghai County, Ningbo City, Zhejiang Province
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.
4. The witness lawyer shall confirm the valid vote. The witness lawyer of the law firm will formally review the documents listed above submitted by corporate shareholders and individual shareholders, and the valid authorization confirmed by the review will be submitted by the witness lawyer to the collector.
(V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the solicitation procedure of this announcement;
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 announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The shareholders submitting the power of attorney and relevant documents 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 for the last time shall be valid; If the signing time cannot be determined, the last power of attorney received shall be valid.
(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 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 select one of “agree”, “oppose” or “abstain” and tick “√”. If the trustor selects more than one item or does not choose in this power of attorney, the collector will deem its authorization invalid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
Attachment: Hong junbei 23, 2023
Ningbo Zhenyu Technology Co.Ltd(300953)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the authorized principal, confirm that I / we have carefully read the full text of the report of Ningbo Zhenyu Technology Co.Ltd(300953) independent directors on public solicitation of entrusted voting rights in 2022 restricted stock incentive plan, the notice of Ningbo Zhenyu Technology Co.Ltd(300953) on convening the third 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 voting right solicitation.
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 / the company hereby authorize Ms. Bei Hongjun, an independent director of Ningbo Zhenyu Technology Co.Ltd(300953) to attend Ningbo zhenyuke as my / the company’s agent
