Securities code: Risuntek Inc(002981) securities abbreviation: Risuntek Inc(002981) Announcement No.: 2022027 Risuntek Inc(002981)
Announcement of independent directors on public solicitation of voting rights
Mr. Zeng Minhui, 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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special statement:
1. Risuntek Inc(002981) (hereinafter referred to as “the company”) Mr. Zeng Minhui, an independent director, is entrusted by other independent directors as the collector to publicly solicit voting rights from all shareholders of the company on all proposals considered at the second extraordinary general meeting of shareholders in 2022 to be held on May 6, 2022.
2. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Zeng Minhui, 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.
3. 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 of this announcement, and are not responsible for the contents of this announcement. Any statement to the contrary is a false statement.
1、 Basic information of the recruiter
1. Mr. Zeng Minhui is the current independent director of the company. The basic information is as follows:
Mr. Zeng Minhui, Chinese nationality, without permanent residency abroad, was born in October 1973 with a doctorate. He used to be a partner of Guangzhou Xinnuo Patent Agency Co., Ltd. and a senior partner of Guangzhou Huajin United patent and Trademark Agency Co., Ltd. now he is a senior partner of Guangdong Huajin law firm and an independent director of the company.
2. The solicitation of voting rights is based on the duties of the soliciter as an independent director and has been approved by other independent directors of the company. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter does not have the situation that it is not allowed to solicit voting rights as a soliciter in accordance with Article 3 of the Interim Provisions on the administration of the rights of shareholders of Listed Companies in public, and promises to continuously meet the conditions of being a soliciter from the date of solicitation to the date of exercise. The collector guarantees that there are no false records, misleading statements or major omissions in the contents described in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not engage in securities fraud such as insider trading and market manipulation by using the voting rights collected this time.
3. There is no relationship between the soliciter and the company’s directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest relationship with the proposals involved in the solicitation of voting rights. 2、 Specific matters of soliciting voting rights
1. The solicitors publicly solicit voting rights from all shareholders of the company on all proposals considered at the second extraordinary general meeting of shareholders in 2022:
Proposal 1.00 proposal on 2022 stock option incentive plan (Draft) and summary;
Proposal 2.00 proposal on the management measures for the assessment of stock option incentive plan in 2022;
Proposal 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.
The specific contents of this shareholders’ meeting are detailed in the company’s publication on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022026).
2. Solicit opinions
As an independent director of the company, Mr. Zeng Minhui, the recruiter, attended the third meeting of the third board of directors held on April 13, 2022 and made comments on the proposal on 2022 stock option incentive plan (Draft) and abstract and the proposal on 2022 stock option incentive plan examination management measures The 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 voted in favour and expressed independent opinions on the relevant proposals.
3. Solicitation scheme
(1) Collection period: from April 27, 2022 to May 5, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m. every day)
(2) Voting rights: 26 February 2024
(3) Collection method: on cninfo (www.cn. Info. Com. CN.) The voting rights shall be publicly solicited in the form of announcement.
(4) Solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote on its behalf, it shall fill in the “power of attorney for public solicitation of voting rights by independent directors” (hereinafter referred to as “power of attorney”) item by item according to the format and content specified in the annex to this announcement.
Step 2: sign the power of attorney and submit the following relevant documents as required:
① If the shareholder entrusted to vote is a legal person shareholder, a copy of the legal person’s business license, the original identity certificate of the legal representative, the original power of attorney and the stock account card shall be submitted. The relevant documents shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
② If the shareholder entrusted to vote is an individual shareholder, a copy of his ID card, the original power of attorney and the stock account card shall be submitted;
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 shareholders entrusted to vote have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents to the address specified in this announcement by personal delivery / registered letter / express mail within the collection time specified in this announcement; If it is delivered by registered letter / express mail, the time of receipt by the Securities Department of the company shall prevail. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
The designated addresses and recipients of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are as follows:
Address: Jiuwei Industrial Zone, Qishi Town, Dongguan
Attention: Cai Wenfu
Tel: 076986768336
Postal Code: 523000
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 voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer of the law firm hired by the company 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 to the collector by the witness lawyer. Upon review, all authorizations that meet the following conditions will be confirmed as valid:
① The power of attorney has been filled in and signed item by item according to the format and content specified in the annex to this announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
② The power of attorney and relevant documents have been submitted within the collection time determined in this announcement;
③ The power of attorney and relevant documents have been delivered to the address specified in this announcement;
④ The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders of the company.
(5) If a shareholder repeatedly authorizes the collector of its voting rights on the solicitation matters, but the authorization contents 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.
(6) In case of any of the following circumstances in the confirmed valid authorization, the following measures shall be followed:
① If a shareholder who entrusts to vote expressly revokes the authorization of the collector in writing before the collector exercises the voting right on his behalf, the collector shall not exercise the voting right on his behalf after the revocation.
② The shareholder who entrusts to vote does not explicitly revoke the authorization to the collector in writing before the collector exercises the voting right on his behalf, but if he attends the general meeting of shareholders and independently exercises the voting right before the trustee exercises the voting right on his behalf, the authorization to the collector shall be deemed to have been revoked.
4. Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the afternoon of April 26, 2022.
It is hereby announced.
Soliciter: Zeng Minhui April 13, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
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 announcement of Risuntek Inc(002981) independent directors on public solicitation of voting rights, the notice of Risuntek Inc(002981) on convening the second interim general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for the solicitation of voting rights, and have fully understood the matters related to the solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Zeng Minhui, an independent director of Risuntek Inc(002981) to attend the second extraordinary general meeting of shareholders in Risuntek Inc(002981) 2022 and exercise the voting right on his behalf according to the instructions of this power of attorney. My / our company’s voting opinions on this solicitation of voting rights are as follows:
Note: this
Checked in the proposal column
The proposal name column can agree to vote against abstention
1.00 about the stock option incentive plan in 2022 (D √)
(proposal) and summary proposal
2.00 assessment of stock option incentive plan in 2022 √
Proposal on management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle
3.00 √ of matters related to 2022 stock option incentive plan
Notes to the proposal: 1. The power of attorney is valid after being signed and sealed by the client. If the client is an individual, it shall sign; If the trustor is a legal person, the official seal of the legal person shall be affixed.
2. The validity period of this power of attorney is from the date of signing this power of attorney to the end of this shareholders’ meeting.
3. The proposal must be marked with “√” in the corresponding space under the columns of “agree”, “oppose” and “abstain”. If the same proposal is not selected, or two or more items are selected, the voting result will be deemed invalid.
Name of client (name):
Client ID number (Unified Social Credit Code):
The nature, quantity and proportion of shares held by the trustor (subject to the number of shares held on the equity registration date of this shareholders’ meeting, i.e. April 26, 2022):
Client’s shareholder account:
Contact information of the client:
Signature (seal) of the client:
