Securities code: 688055 securities abbreviation: Infovision Optoelectronics (Kunshan) Co.Ltd(688055) Announcement No.: 2022-002 Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on public solicitation of entrusted voting rights by independent directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Starting and ending time of solicitation of voting rights: from January 19, 2022 to January 20, 2022 (10:00-12:00 a.m. and 14:00-17:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and entrusted by other independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as ” Infovision Optoelectronics (Kunshan) Co.Ltd(688055) ” or “the company”), Mr. Xue Wenjin, an independent director, is the collector, Solicit voting rights from all shareholders of the company for all proposals considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 25, 2022.
1、 Statement of the collector
I, Xue Wenjin, as the soliciter, made and signed this announcement by publicly soliciting shareholders’ entrusted voting rights for the first extraordinary general meeting of the company in 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors. The collector does not have the situation that it is not allowed to publicly solicit voting rights as a collector as stipulated in Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies issued by the CSRC, and promises to continuously meet the conditions as a collector from the solicitation date to the exercise date. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it 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 carried out free of charge on the website of Shanghai Stock Exchange (www.sse. Com. CN) Make an announcement on the Internet. 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 for the solicitation of entrusted voting rights, and has signed this announcement. The performance of this announcement will not violate or conflict with any provisions in laws and regulations, the articles of association or internal systems.
2、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
Mr. Xue Wenjin, who collected voting rights this time, is an independent director of the company, chairman of the remuneration and assessment committee and chairman of the nomination committee, and does not hold shares of the company; He is currently the vice president, consultant and director of the expert committee of Nanjing flat panel display industry association. Since August 2019, he has served as an independent director of the company.
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.
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 the solicitation.
(II) voting opinions and reasons of the collector on the solicitation matters
As an independent director of the company, Mr. Xue Wenjin attended the 14th meeting of the first board of directors held by the company on September 27, 2021 and made comments on the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 The proposal on the company’s measures for the administration of the restricted stock incentive plan in 2021 and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 voted for approval, and expressed independent opinions on matters related to the company’s restricted stock incentive plan in 2021, It is considered that the implementation of equity incentive plan by the company is conducive to further improve the corporate governance structure, improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core employees, enhance the company’s management team and business backbone’s sense of responsibility and mission for realizing the sustainable and healthy development of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
The solicitors attended the 16th meeting of the first board of directors held by the company on January 6, 2022 and voted for the proposal on by election of non independent directors of the first board of directors of the company. They believed that the candidates for non independent directors, Ms. Cao Chunyan and Mr. Shen Zhihao, met the conditions for serving as directors of listed companies, and found no company law The company shall not serve as a director of the company as stipulated in the articles of association.
3、 Basic information of the general meeting of shareholders
(I) meeting time
On site meeting time: 14:30, January 25, 2022
Online voting time: January 25, 2022
The shareholders’ meeting of the company adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. (II) meeting place
Conference room of the company, No. 1 Longteng Road, Kunshan Development Zone, Jiangsu Province
(III) proposal of the general meeting of shareholders
No. proposal name
Non cumulative voting motion
1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary
2. Proposal on the company’s management measures for the implementation and assessment of restricted stock incentive plan in 2021
3 proposal on the company’s measures for the administration of restricted stock incentive plan in 2021
4 proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021
Cumulative voting motion
5.00 proposal on by election of non independent directors of the first board of directors 5.01 Ms. Cao Chunyan, candidate for non independent directors 5.02 Mr. Shen Zhihao, candidate for non independent directors
See the official website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details about the convening of the general meeting of shareholders And the notice of Infovision Optoelectronics (Kunshan) Co.Ltd(688055) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-001) disclosed in China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
4、 Solicitation scheme
(I) collection object
As of January 14, 2022, all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and registered to attend the meeting.
(II) collection time
From January 19, 2022 to January 20, 2022 (10:00-12:00 a.m. and 14:00-17:00 p.m.).
(III) collection method
It is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities Journal, Shanghai Securities News, securities times and Securities Daily. (IV) collection procedure
1. If the shareholder decides to entrust the collector to vote, he shall fill in the power of attorney for public solicitation of voting rights by 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 announcement.
2. Submit the power of attorney and other relevant documents signed by me to the Secretary Office of the board of directors entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the Secretary Office of the board of directors of the company for the solicitation of entrusted voting rights:
(1) If the voting shareholder is a legal person shareholder, it shall submit a copy of the business license, a copy of the 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 an individual 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 a 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 announcement; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Secretary 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 voting shareholder are as follows:
Address: No. 1, Longteng Road, Kunshan Development Zone, Jiangsu Province
Attention: Zhu Li, Zhu Yongxu
Tel.: 0512-57278888
Postal Code: 215300
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
(V) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting 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 solicitation procedure of this announcement;
2. Submit the power of attorney and relevant documents within the collection time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The basic information of the shareholders submitting the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders at the end of the transaction on January 14, 2022;
5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter.
(VI) if the shareholder entrusts the shareholder’s rights to the collector repeatedly and the authorization contents are different, the last power of attorney signed by the shareholder shall prevail. If the signing time cannot be judged, the last power of attorney received shall prevail; If the time sequence of receipt cannot be judged, the collector shall ask the authorized client for confirmation by inquiry. If the authorized content cannot be confirmed by this way, the authorization is invalid.
(VII) after the shareholder authorizes the collector to vote on the solicitation, the shareholder may attend the meeting in person or by proxy, but has no voting right on the solicitation.
(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 to the solicitor, if the shareholder explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, 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 on-site meeting registration, the solicitor will deem that its authorization to the solicitor will automatically become invalid;
3. Shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of “agree”, “oppose” and “abstain” and tick “√”. If more than one or no choice is selected, the solicitor will deem its authorization invalid.
(IX) due to the particularity of soliciting voting rights, when reviewing the power of attorney, only the power of attorney submitted by the shareholders according to this announcement shall be formally reviewed, and whether the signature and seal on the power of attorney and related documents are indeed signed or sealed by the shareholders themselves or issued by the shareholders themselves or their authorized agents shall not be substantially reviewed. The power of attorney and relevant supporting documents meeting the formal requirements specified in this announcement are confirmed to be valid.
It is hereby announced.
Soliciter: Xue Wenjin January 10, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that I / we have carefully read the announcement on public solicitation of entrusted voting rights by independent directors, Infovision Optoelectronics (Kunshan) Co.Ltd(688055) notice on convening the first extraordinary general meeting 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 rights solicitation and other relevant situations.
As the authorized principal, I / the company hereby authorize Mr. Xue Wenjin, an independent director of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd., to attend the first extraordinary general meeting of shareholders of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. in 2022 as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
