Securities code: 600673 securities abbreviation: Guangdonghectechnologyholdingco.Ltd(600673) No.: Lin 2022-03 bond Code: 163048 bond abbreviation: 19 dongke 01
Bond Code: 163049 bond abbreviation: 19 dongke 02
Bond Code: 163150 bond abbreviation: 20 dongke 01
Guangdonghectechnologyholdingco.Ltd(600673)
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Time of collecting voting rights: from January 24, 2022 to January 25, 2022 (9:00-12:00 a.m. and 14:00-17:00 p.m.). The voting opinions of the collector on all voting matters: it is agreed that the collector does not hold the company’s shares
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Ms. Xie Juan, an independent director of Guangdonghectechnologyholdingco.Ltd(600673) (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 the relevant proposals of the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) to be considered at the first extraordinary general meeting of 2022 to be held on January 27, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
The current independent director of the company, Ms. Xie Juan, is the collector of voting rights. The basic information is as follows: 1. Introduction to the collector
Ms. Xie Juan: from 2005 to 2006, she studied for a master’s degree in international economic law at the City University of Hong Kong and obtained a master’s degree in international economic law (IBL). In May 2016, he participated in the 43rd independent director qualification training and obtained the independent director qualification certificate. From 2006 to 2009, he served as a full-time lawyer of civil and commercial law of Guangdong lizhengming law firm; From 2009 to June 2018, he served as senior partner and full-time lawyer of Guangdong Lilu law firm; Since July 2018, he has served as senior partner and full-time lawyer of Beijing Yingke (Dongguan) law firm. Municipal government, one belt, one road, the first batch of lawyers in Guangdong, the first batch of foreign lawyers\’ Libraries in Dongguan, and the first expert team of legal services in Zhuhai, and the member of the legal consultant of the Dongguan municipal government, and the Specialized Committee member of the international law and Business Committee of Guangdong Law Association. Member of the legal professional committee of Guangdong Guangdong Guangdong Hong Kong Macao Cooperation Promotion Association and director of the legal professional committee of Hong Kong, Macao, Taiwan and overseas Chinese of Dongguan Lawyers Association. He has served as an Guangdonghectechnologyholdingco.Ltd(600673) independent director since April 2018. 2. The solicitors do not hold shares of the company, are not punished for securities violations, are not involved in major civil litigation or arbitration related to economic disputes, and are not allowed to serve as directors of the company as stipulated in the company law of the people’s Republic of China (hereinafter referred to as the “Company Law”) and the articles of association. I do not have the situation that I shall not publicly solicit voting rights as a soliciter 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 I promise to continue to comply with the provisions of this article from the solicitation date to the exercise date of this announcement.
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; There is no relationship between more than five percent of the actual shareholders, supervisors and their affiliates of the company and their actual shareholders, supervisors and their affiliates. (II) solicitation of voting opinions and reasons for voting matters
As an independent director of the company, Ms. Xie Juan, the recruiter, attended the 9th meeting of the 11th board of directors held on November 18, 2021, In addition, the company made explicit consent to the proposal on and its summary, the proposal on < Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan, And expressed independent opinions on matters related to this incentive plan. The reasons for voting are as follows:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined in the restricted stock incentive plan of the company have the qualifications specified in laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and the articles of association, and comply with the administrative measures, the listing rules and other relevant laws The regulations and normative documents on the conditions of incentive objects comply with the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2021, and its subject qualification as an incentive object is legal and effective.
3. The content of the company’s restricted stock incentive plan complies with the provisions of relevant laws, regulations, rules and normative documents. The granting, lifting of restrictions on sale, change and termination of restricted shares to each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders. 4. The company does not have any plan or arrangement to provide loans, loan guarantees or any other form of financial assistance to the incentive object to obtain restricted shares in accordance with the restricted stock incentive plan.
5. The directors who intend to be the object of this incentive have avoided voting on relevant proposals in accordance with the relevant provisions of laws, regulations, rules and normative documents such as the company law, the securities law and the management measures. Relevant proposals are deliberated and voted by non affiliated directors, and the deliberation procedures comply with the provisions of relevant laws, regulations, rules and normative documents such as the management measures, the articles of association and so on.
6. The company’s implementation of the restricted stock incentive plan is conducive to further improving the company’s governance system, establishing and improving the company’s incentive and restraint mechanism, and fully mobilizing the enthusiasm, creativity and sense of responsibility of the company’s managers and core backbone employees, so as to improve the company’s sustainable development ability and enhance the company’s core competitiveness, Ensure the realization of the company’s development strategy and business objectives.
7. The company has formulated the management measures for the implementation and evaluation of Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan for this restricted stock incentive plan, and established a perfect performance evaluation system and incentive and restraint mechanism to ensure the effective implementation of the incentive plan and promote the realization of the company’s strategic objectives.
Ms. Xie Juan, an independent director, believes that the company’s implementation of this incentive plan is conducive to promoting the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders, especially minority shareholders.
2、 Basic information of the general meeting of shareholders
(I) meeting time
On site meeting time: 10:00 am, January 27, 2022
Online voting time: from January 27, 2022 to January 27, 2022
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 general meeting of shareholders, 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) venue of the meeting: conference room of the administrative building of Guangdonghectechnologyholdingco.Ltd(600673) science and Technology Park, Shangsha Fifth Industrial Zone, Chang’an Town, Dongguan City, Guangdong Province
(III) proposal on soliciting entrusted voting rights
No. name of non cumulative voting proposal
1. Proposal on Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft) and its summary
2 proposal on Guangdonghectechnologyholdingco.Ltd(600673) 2021 measures for the administration of the implementation and assessment of restricted stock incentive plan
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan
For details of the convening of the general meeting of shareholders, see the company’s website on China Securities Journal, Shanghai Securities News, securities times, securities daily and Shanghai Stock Exchange on January 12, 2022（ http://www.sse.com.cn. ）Notice of Guangdonghectechnologyholdingco.Ltd(600673) on convening the first extraordinary general meeting of shareholders in 2022 (p.2022-03) issued on.
3、 Solicitation scheme
In accordance with the current laws, administrative regulations, 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) collection object
As of the afternoon of January 21, 2022, all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and went through the registration procedures for attending the meeting.
(II) collection time
From January 24, 2022 to January 25, 2022 (9:00-12:00 a.m. and 14:00-17:00 p.m.).
(III) collection method
It is publicly available on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）And China Securities Journal, Shanghai Securities News, securities times and Securities Daily issued announcements to solicit voting rights. (IV) collection procedure
1. If the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for Guangdonghectechnologyholdingco.Ltd(600673) independent directors to publicly solicit entrusted voting rights (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. The client shall submit the power of attorney and other relevant documents signed by itself to the securities Office of the company entrusted by the collector; The Securities Department of the company shall sign and receive the power of attorney and other relevant documents for the collection of entrusted voting rights: (1) if the entrusted 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 the shareholder’s 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 company. If the service is overdue, it shall be deemed invalid.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholder are as follows:
Contact address: Science and Technology Park Guangdonghectechnologyholdingco.Ltd(600673) Shangsha Fifth Industrial Zone, Chang’an Town, Dongguan City, Guangdong Province
Attention: Mr. Wang Wenjun / Ms. Deng Weilin
Postal Code: 523871
Tel.: 0769-85370225
Contact email: wwj1016@dyg -hec. com.、 dengweilin@dyg -hec. com.
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 relevant documents of shareholders entrusted to vote are delivered and reviewed by Guangdong shentiancheng law firm (hereinafter referred to as “witness lawyer”), the authorization 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 announcement, 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.
(VI) where a shareholder entrusts his / her voting right to the solicitation to the soliciter repeatedly, but the contents of the authorization 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. If the order of receipt cannot be judged, the soliciter shall ask the authorized trustor for confirmation by way of inquiry, If the content of authorization cannot be confirmed in this way, the power of attorney is invalid. The same matter cannot be voted more than once. In case of multiple votes (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
(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 matters to the solicitor, the shareholder expressly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration,
