Shenzhen Longli Technology Co.Ltd(300752)
Important tips of independent directors’ announcement on public solicitation of entrusted voting rights for equity incentive:
According to 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”), Wang Liguo, an independent director of Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as the “company” or “the company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the proposals related to the 2022 stock option incentive plan to be considered at the second extraordinary general meeting of 2022 to be held on April 18, 2022.
This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter Wang Liguo 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.
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 collector, I, Wang Liguo, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, have prepared and signed this report on soliciting shareholders’ entrusted voting rights for the relevant proposals on the 2022 stock option incentive plan considered by the company’s proposed second extraordinary general meeting of shareholders in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and assumes legal responsibility for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of voting rights was publicly conducted free of charge on the gem information disclosure website cninfo.com（ http://www.cn.info.com.cn. ）Announcement. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, 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 report will not violate or conflict with any provisions in relevant laws and regulations, the articles of association or internal systems.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Listing place of the company’s shares: Shenzhen Stock Exchange
Stock abbreviation: Shenzhen Longli Technology Co.Ltd(300752)
Stock Code: Shenzhen Longli Technology Co.Ltd(300752)
Legal representative: LV Xiaoxia
Secretary of the board of directors: Liu Junli
Contact address: floor 3 and 4, building g, Guanghao Industrial Park, Queshan Road, Gaofeng community, Dalang street, Longhua District, Shenzhen, Guangdong Province Postal Code: 518109
Tel: 0755281111999
Contact Fax: 075529819988
mail box: [email protected].
(II) collection items
The soliciter shall publicly solicit the entrusted voting rights of the following proposals considered at the second extraordinary general meeting of shareholders in 2022 from all shareholders of the company:
1.00. Proposal on the company’s 2022 stock option incentive plan (Draft) and its summary;
2.00. Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022;
3.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan. (III) the signing date of this proxy voting right report is April 1, 2022.
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 announcement on cninfo.com on April 1, 2022
（www.cn.info.com.cn.） Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022026).
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Wang Liguo, is the person soliciting voting rights. The basic information is as follows:
Mr. Wang Liguo, independent director, born in November 1969, Chinese nationality, without permanent residency abroad, Bachelor of international economic law, Fudan University. From January 1997 to now, he has worked in Guangdong Xinda law firm and is now a senior partner; From April 2016 to now, he has served as Shenzhen Longli Technology Co.Ltd(300752) independent director.
2. At present, the collector has not been punished for securities violations, has not been punished for major securities violations related to economic disputes, 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 equity incentive 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 has no interest in the solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 32nd meeting of the second board of directors held on April 1, 2022, They also voted in favor of the proposal on the company’s stock option incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option 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 the stock option incentive plan in 2022.
The collector believes that the company has formulated this incentive plan in accordance with the provisions of relevant laws and regulations and the principle of “openness, fairness and justice”. This incentive plan is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. 6、 Solicitation scheme
In accordance with the current laws and regulations of China, normative documents and 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: all 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 15:00 p.m. on April 11, 2022.
From 00:00 a.m. to 14:30 p.m. on February 14, 2024 (collection time: February 14, 2024). (III) solicitation method: it is publicly available on cninfo.com, the information disclosure website 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 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. The voting shareholder shall submit the power of attorney and other relevant documents signed by him 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 solicitation of voting rights:
(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 stock account card; All documents submitted by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative of the shareholder 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 its stock 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 above requirements, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time and at the address specified in this report; If registered letter 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 addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: floor 3 and 4, building g, Guanghao Industrial Park, Queshan Road, Gaofeng community, Dalang street, Longhua District, Shenzhen, Guangdong
Postal Code: 518109
Tel: 0755281111999
Contact Fax: 075529819988
Contact: Liu Junli, Li tuchan
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
4. The witness lawyer of the law firm witnessed the second extraordinary general meeting of shareholders in 2022 conducted formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed after review will be submitted to the collector by the witness lawyer.
(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 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 repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents 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. (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, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of 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.
Soliciter: Wang Liguo April 1, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
Annex I
Shenzhen Longli Technology Co.Ltd(300752)
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 have carefully read the announcement of Shenzhen Longli Technology Co.Ltd(300752) independent directors on public solicitation of entrusted voting rights for equity incentive, the notice 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 voting rights, and have fully understood the relevant conditions 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 by the independent director’s report on public solicitation of voting rights for equity incentive.
As the authorized principal, I / the company hereby authorize Mr. Wang Liguo, an independent director of Shenzhen Longli Technology Co.Ltd(300752) to attend the second extraordinary general meeting of shareholders in Shenzhen Longli Technology Co.Ltd(300752) 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:
Remarks voting opinions
Proposal code proposal name check this column
The column of may agree to abstain from voting
About the stock period of the company in 2022
1.00 incentive plan (Draft) and its extract √
Proposal to be
About the stock period of the company in 2022
2.00 Assessment Management Office for the implementation of incentive plan √
Bill on the law of the people’s Republic of China
Proposal for the shareholders’ meeting to authorize the directors
3.00 meeting handling
