Securities code: Shenzhen Baoming Technology Co.Ltd(002992) securities abbreviation: Shenzhen Baoming Technology Co.Ltd(002992) Announcement No.: 2022014 Shenzhen Baoming Technology Co.Ltd(002992)
Report on public solicitation of entrusted voting rights by independent directors
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.
Special statement:
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Wang Xiaochun, 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 incentives of listed companies (hereinafter referred to as the “measures”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Mr. Wang Xiaochun, an independent director of Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as the “company” or “the company”), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company for relevant proposals to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on April 25, 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 collector, I, Wang Xiaochun, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, prepared and signed the report on the public solicitation of entrusted voting rights by independent directors on the proposal on the company’s restricted stock incentive plan in 2022 considered at the second extraordinary general meeting of the company 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 entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by 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 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, regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: Shenzhen Baoming Technology Co.Ltd(002992)
Listing place of the company’s shares: Shenzhen Stock Exchange
Stock abbreviation: Shenzhen Baoming Technology Co.Ltd(002992)
Stock Code: Shenzhen Baoming Technology Co.Ltd(002992)
Legal representative: Li Jun
Secretary of the board of directors: Zhang Guohong
Tel: 075529841816
Fax: 075529841777
Email: [email protected].
Contact address: 2 / F, building B, Shenzhen Baoming Technology Co.Ltd(002992) Park, Western Comprehensive Industrial Park, Daya Bay Economic and Technological Development Zone, Huizhou City, Guangdong Province
Postal Code: 516083
(II) matters of this solicitation
The solicitors shall submit the following proposals to the whole company for consideration at the second extraordinary general meeting of shareholders in 2022
Proposal code proposal name
100 total proposals: all proposals except cumulative voting proposals
About Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan
one
(Draft) and its summary
Implementation of Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan 2.00
Proposal on implementation of assessment management measures
Notice on requesting the general meeting of shareholders to authorize the board of directors to handle Shenzhen Baoming Technology Co.Ltd(002992)
three
Proposal on matters related to restricted stock incentive plan in 2022
(III) signing date of this proxy voting right report: April 6, 2022
3、 Basic information of this shareholders’ meeting
For details on the convening of this extraordinary general meeting, please refer to the company’s publications in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022015). 4、 Basic information of the recruiter
(I) the current independent director of the company, Mr. Wang Xiaochun, is the person who collects the entrusted voting rights. The basic information is as follows:
Wang Xiaochun: born in April 1968, Chinese nationality, without permanent overseas residency, master’s degree. From July 1992 to December 1999, served as the manager of the legal department of China Merchants Shekou Industrial Zone Co., Ltd; From January 2000 to December 2002, served as a lawyer of Guangdong shentiancheng law firm; From June 2002 to February 2004, he served as an independent director of Shenzhen Xindu Hotel Co., Ltd; From 2011 to 2014, he served as an independent director of Shenzhen difit Technology Co., Ltd; From January 2003 to July 2005, he served as a lawyer and partner of Guangdong jiangshanhong law firm; From July 2005 to March 2011, he served as a lawyer and partner of Guangdong Haili law firm; November 2011 to present; As a lawyer and partner of Guangdong langzheng law firm; From July 2014 to July 2020, he served as Hengli Industrial Development Group Co.Ltd(000622) independent director; From August 2015 to now, served as the supervisor of Shenzhen delikai Medical Equipment Co., Ltd; From July 2016 to September 2020, served as the chairman and legal representative of qizhitang Education (Shenzhen) Co., Ltd. From June 2017 to now
(II) at present, the collector has not held shares of the company, 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.
(III) the collector 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.
(IV) 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, Mr. Wang Xiaochun, the recruiter, attended the 18th (Interim) meeting of the Fourth Board of directors held on April 6, 2022 and made comments on the proposal on Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) and its summary Both the proposal on the measures for the administration of the implementation and assessment of the incentive plan for Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stocks and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the incentive plan for Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stocks voted in favor and expressed independent opinions on the relevant proposals.
6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and 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:
(I) solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of April 18, 2022.
(II) starting and ending time of collection: April 19, 2022 ~ April 21, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.).
(III) solicitation method: it is publicly available on the information disclosure website cninfo.com (www.cn. Info. Com. CN.) designated by the CSRC Issue an announcement 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 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.
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 power of attorney and other relevant documents signed and received by the Securities Department of the company for the solicitation of entrusted voting rights are as follows:
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 the stock account card; All documents submitted by corporate shareholders in accordance with the provisions of 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 an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and the 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.
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 at the address specified in this report: if the power of attorney and relevant documents are delivered by registered letter or express mail, the time of receipt shall be subject to the time of receipt by the Securities Department 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:
Contact: Zhang Guohong, Jiang Lin
Tel: 075529841816
Contact Fax: 075529841777
Email: [email protected].
Mailing address: Western Comprehensive Industrial Park Shenzhen Baoming Technology Co.Ltd(002992) Park, Daya Bay Economic and Technological Development Zone, Huizhou City, Guangdong Province
Postal Code: 516083
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.
Step 4: the witness lawyer shall confirm 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 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.
Soliciter: Wang Xiaochun April 6, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Shenzhen Baoming Technology Co.Ltd(002992)
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that I / we have carefully read the Shenzhen baomingke prepared and announced by the collector for the solicitation of voting rights before signing this power of attorney
