Announcement of independent directors on public solicitation of 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”), Zhao Baoqing, an independent director of Kunlun Tech Co.Ltd(300418) (hereinafter referred to as the “company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 26, 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
Zhao Baoqing, as the collector, has prepared and signed this report on soliciting shareholders’ entrusted voting rights for the first extraordinary general meeting of shareholders to be held in 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors. 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 voting rights was publicly conducted free of charge on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）Sue. This solicitation action is entirely based on the responsibilities of the soliciter as an independent director of the listed company. The information released is free of false and misleading statements. The performance of this solicitation report will not violate or conflict with relevant laws and regulations, the articles of association or any provisions of the internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
1.1 Company Name: Kunlun Tech Co.Ltd(300418)
1.2 listing place of the company’s shares: Shenzhen Stock Exchange
1.3 stock abbreviation: Kunlun Tech Co.Ltd(300418)
1.4 Stock Code: 300418
1.5 legal representative: Jintian
1.6 Secretary of the board of directors: Lv Jie
1.7 contact address: Block B, Mingyang International Center, No. 46 xizongbu Hutong, Dongcheng District, Beijing
1.8 Tel.: 010-65210366
1.9 Contact Fax: 010-65210399
1.10 email: ir@kunlun -inc.com.
1.11 postal code: 100005
2. Matters of this solicitation
The solicitors shall publicly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary;
Proposal on the implementation of the company’s stock incentive management plan in 2022;
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
3. The signing date of this proxy report is January 10, 2022.
3、 Basic information of the general meeting of shareholders
Please refer to cninfo.com, the information disclosure website designated by the CSRC, for details of the extraordinary general meeting（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
4、 Basic information of the recruiter
1. The current independent director of the company, Zhao Baoqing, is the candidate for the solicitation of voting rights. The basic information is as follows: Zhao Baoqing, male, born in November 1958, Chinese nationality, has no permanent right of residence abroad, graduated from Renmin University of China in finance and accounting, with a doctorate degree. He is currently a director of China audit society, a director of Beijing audit society, a lecturer and textbook editor of “audit case study” and “audit” courses of China Central Radio and Television University, and a member of the senior auditor Review Committee of the National Audit Office. He is now an Shouhang High-Tech Energy Co.Ltd(002665) independent director and an independent director of Shenzhen Qixin Construction Group Co., Ltd. He is currently an independent director of the company.
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 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.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the collector attended the 24th Meeting of the 4th board of directors held on January 10, 2022, and made comments on the proposal on the company’s restricted stock incentive plan (Draft) in 2022 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 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 voted in favour.
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 soliciting 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 January 21, 2022.
(II) starting and ending time of collection: January 22, 2022 – January 25, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.).
(III) solicitation method: it is publicly available on the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn. ）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 by the Securities Department of the company for the collection 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 legal person’s business license, the original identity certificate of the legal representative, the original power of attorney and 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 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 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.
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 voting shareholder are as follows:
Address: Block B, Mingyang International Center, No. 46 xizongbu Hutong, Dongcheng District, Beijing
Attention: Kunlun Tech Co.Ltd(300418) Securities Department
Postal Code: 100005
Tel.: 010-65210366
Contact Fax: 010-65210399
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 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 review:
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 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 power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(VI) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the authorized contents are different, the last power of attorney signed by the shareholder is valid. If the signing time cannot be judged, the last power of attorney received is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may 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 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. 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: Zhao Baoqing January 10, 2022 Annex: power of attorney of independent directors on public solicitation of voting rights for equity incentive
Kunlun Tech Co.Ltd(300418)
Power of attorney of independent directors on public solicitation of voting rights for equity incentive
As the principal, I / we confirm that I / we have carefully read the full text of the report of Kunlun Tech Co.Ltd(300418) independent directors on public solicitation of entrusted voting rights for equity incentive, the notice on convening the first extraordinary general meeting of shareholders 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.
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 the solicitation of voting rights for equity incentive.
I / the company, as the authorized principal, hereby authorize Zhao Baoqing, an independent director of Kunlun Tech Co.Ltd(300418) to attend the first extraordinary general meeting of shareholders in Kunlun Tech Co.Ltd(300418) 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. My / our company’s voting opinions on this solicitation of voting rights are as follows:
Proposal remarks
Name of proposal: in favor of or against abstention code, the ticked column in this column can vote
About the company’s restricted stock incentive in 2022
1.00 √
Proposal on plan (Draft) > and its summary
About the company’s restricted stock incentive in 2022
2.00 √
Proposal on the implementation of assessment management measures
Proposal for the general meeting of shareholders to authorize the board of directors to do
3.00 relevant to 2022 restricted stock incentive plan √
Proposal on matters
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, disagree or abstain from the above deliberation items according to the opinions of the authorized client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it will be deemed that the authorized client abstains from voting on the deliberation items.
Name of the client (signature and seal):
Number of shares held by the trustor: account number of the trustor’s shareholder: contact information of the trustor: date of entrustment: validity period of this authorization: from the signing date to the company’s 2022
