Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022028
Topsec Technologies Group Inc(002212)
Report on public solicitation of entrusted voting rights by independent directors
Mr. Feng Haitao, 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. Special statement:
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Feng Haitao, 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;
2. As of the disclosure date of this announcement, the solicitors did not hold shares of the company.
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 Topsec Technologies Group Inc(002212) (hereinafter referred to as the “company” or the “company”), As the collector, Mr. Feng Haitao, an independent director, solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s “striver” phase I stock option incentive plan (hereinafter referred to as the “incentive plan”) considered at the company’s second extraordinary general meeting in 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 the company’s report on public solicitation of entrusted voting rights by independent directors (hereinafter referred to as “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, Feng Haitao, 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 for the proposals related to the incentive plan considered at the second extraordinary general meeting of the company in 2022, to ensure that there are no false records, misleading statements or major omissions in this report, and to be responsible for its authenticity, accuracy Integrity shall bear separate and joint legal liabilities; We guarantee that we will not use this solicitation of entrusted voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights is carried out publicly free of charge and announced on newspapers or websites in line with the provisions of 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
(1) Chinese Name: Topsec Technologies Group Inc(002212)
(2) English Name: Topsec Technologies Group Inc
(3) Date of establishment: August 30, 1985
(4) Registered address: west side of floor 3, No. 3, Zhujin Second Street, Zhujin Industrial Zone, Shantou
(5) Stock listing time: February 1, 2008
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Topsec Technologies Group Inc(002212)
(8) Stock Code: Topsec Technologies Group Inc(002212)
(9) Legal representative: Li Xueying
(10) Secretary of the board of directors: Peng Shaomin
(11) The company’s office address: west side of building 3, No. 3, Zhujin Second Street, Zhujin Industrial Zone, Shantou, east side of building 11, West District, yard 10, northwest Wangdong Road, Haidian District, Beijing
(12) Postal Code: 515041 (Shantou), 100193 (Beijing)
(13) Tel: 075487278712, 01082776600
(14) Fax: 01082776677
(15) Internet address: www.topsec.com com.
(16) Email: [email protected].
2. Solicitation matters
The collector solicits the entrusted voting rights from all shareholders of the company for the following proposals considered at the second extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on the company’s first stock option incentive plan of “striver” (Draft) and its summary;
Proposal 2: proposal on formulating the company’s measures for the assessment and management of the implementation of the first stock option incentive plan of “striver”;
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 3、 Basic information of the general meeting of shareholders
For details on the convening of this general meeting of shareholders, please refer to the company’s website on March 28, 2022 (www.cn. Info. Com. CN.) And the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022029) disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily. 4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Feng Haitao, is the person collecting the entrusted voting rights. The basic information is as follows:
Mr. Feng Haitao, now an independent director of the company, holds a master’s degree. From September 2003 to December 2004, he served as a lawyer in Shenzhen Branch of Beijing Jindu law firm; From January 2005 to December 2007, he served as a lawyer of Guangdong Baocheng law firm; From January 2008 to December 2009, he served as a lawyer in Shenzhen Branch of Beijing horizon law firm; From January 2010 to January 2020, he served as a partner of Guangdong Zhongxi law firm; From February 2020 to now, he has served as the chairman and general manager of Shenzhen Xinzheng Asset Management Co., Ltd; Mr. Feng Haitao obtained the qualification certificate of independent director issued by Shenzhen Stock Exchange in December 2011 and has been an independent director of the company since July 2017. 2. At present, the collector does not hold the company’s shares, 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, supervisors, 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, the recruiter attended the 20th meeting of the sixth board of directors held on March 27, 2022, In addition, the voting opinions on the proposal on the company’s striver’s first stock option incentive plan (Draft) and its summary, the proposal on formulating the company’s striver’s first stock option incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were “agreed”.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of China, 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 Corporation Limited and registered to attend the meeting after the closing of the market on the afternoon of April 8, 2022.
2. Solicitation time: from April 11 to April 12, 2022 (9:30-11:30 a.m. and 13:30-17:30 p.m. every day).
3. Solicitation method: in an open manner, the information shall be disclosed on cninfo.com (www.cn. Info. Com. CN), the information disclosure media designated by the CSRC 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; The office of the board of directors 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 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 it is sent by fax, registered mail or express mail, 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: Ms. Peng Shaomin
Contact address: No. 1, Zhujin Second Street, Zhujin Industrial Zone, Shantou
Postal Code: 515041 (Shantou)
Tel: 075487278712
Fax: 01082776677
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 entrusted voting rights” in a prominent position.
(4) The lawyer of the law firm hired by the company to witness the second 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 documents confirmed after review 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: Feng Haitao
March 28, 2002
Appendix: Topsec Technologies Group Inc(002212) independent directors’ power of attorney for public solicitation of voting rights
enclosure:
Topsec Technologies Group Inc(002212)
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 of Topsec Technologies Group Inc(002212) independent directors on public solicitation of entrusted voting rights, the notice of Topsec Technologies Group Inc(002212) on convening the second extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of entrusted voting rights, and have fully understood the relevant information of this solicitation of entrusted 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 the solicitation of voting rights by independent directors.
I / the company, as the authorized principal, hereby authorize Mr. Feng Haitao, an independent director of Topsec Technologies Group Inc(002212) to attend the second extraordinary general meeting of shareholders in Topsec Technologies Group Inc(002212) 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 entrusted voting rights:
No. voting content: agree, oppose and discard
