Securities code: 001207 securities abbreviation: Shandong Link Science And Technology Co.Ltd(001207) Announcement No.: 2022-005
Shandong Link Science And Technology Co.Ltd(001207)
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:
Starting time of solicitation of voting rights: from January 26, 2022 to January 27, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
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"), Mr. Huang Fangliang, an independent director of Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as " Shandong Link Science And Technology Co.Ltd(001207) " or "the company"), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the relevant proposals on the company's restricted stock incentive plan in 2022 to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 28, 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, Mr. Huang Fangliang, is the person soliciting voting rights. The basic information is as follows:
Mr. Huang Fangliang, male, born in October 1968, Chinese nationality, without overseas permanent residency, doctor of economics. Former teacher of Foreign Language Department of Shandong University of technology, former general manager assistant and executive director of investment bank headquarters of Tiantong Securities Co., Ltd., visiting scholar of Business School of Florida State University in the United States, visiting professor of the University of economics, Prague in the Czech Republic, etc. He is now a professor and doctoral supervisor of the school of finance of Shandong University of Finance and economics, vice president and President of the Digital Economy Research Institute of Shandong University of Finance and economics, and independent directors of Shandong Co., Ltd., Shandong Zhuo Chuang Information Co., Ltd., mengjinyuan Gold Jewelry Group Co., Ltd. Shandong Weifang Rainbow Chemical Co.Ltd(301035) , Shandong Link Science And Technology Co.Ltd(001207) .
(II) at present, 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 and the articles of association.
(III) the collector and its main immediate family members have not reached any agreement or arrangement on matters related to the company's equity; 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) opinions and reasons of the soliciter on voting matters
As an independent director of the company, Mr. Huang Fangliang, the recruiter, attended the fifth meeting of the second board of directors held by the company on January 12, 2022, And the proposal on and its summary (hereinafter referred to as "incentive plan (Draft)"), the proposal on < Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock equity incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan They all voted in favor and expressed their independent opinions on the implementation of the restricted stock incentive plan. The voting reasons are as follows:
1. The drafting and deliberation process of the incentive plan (Draft) complies with the provisions of the management measures and other relevant laws, regulations and normative documents.
2. It is not found that the company is prohibited from implementing equity incentive as stipulated in the management measures and other laws, regulations and normative documents, and the company is qualified to implement equity incentive plan.
3. The incentive objects in the incentive plan (Draft) comply with the company law, securities law, measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the provisions on subject qualification in the articles of Association; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the measures for the administration of equity incentive of listed companies, and the subject qualification of the incentive object is legal and effective.
4. The contents of the incentive plan (Draft) comply with the provisions of the management measures and other relevant laws, regulations and normative documents; The grant and release of restricted shares of each incentive object (including grant amount, grant date, grant conditions, grant price, sale restriction period, release of sale restriction period, release of sale restriction conditions, etc.) comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the legitimate rights and interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance to incentive objects.
6. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
7. The company's implementation of equity incentive plan is conducive to further optimize the corporate governance structure, promote the company to establish and improve the incentive mechanism, improve the company's salary assessment system, and enhance the overall cohesion of the company; It is also conducive to fully mobilize the initiative and creativity of the company's operation and management team and core technical (business) personnel, ensure the realization of the company's future development strategy and business objectives, and bring more returns to shareholders.
Independent directors believe that the company's restricted stock incentive plan is conducive to the sustainable development of the company, and there is no obvious damage to the interests of the listed company and all shareholders, especially minority shareholders. We unanimously agree that the company will implement this restricted stock incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation. 2、 Basic information of the general meeting of shareholders
(I) time of the meeting
1. On site meeting
The on-site meeting of the general meeting of shareholders will be held at 15:00 on Friday, January 28, 2022.
2. Online voting
The online voting time of the general meeting of shareholders is January 28, 2022, including:
① The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 28, 2022;
② The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 28, 2022.
(II) meeting place
Conference room on the fourth floor of the company's office building, No. 577, Luxing Road, Qingzhou City, Weifang City, Shandong Province.
(III) proposals requiring proxy voting rights
Proposal 1: proposal on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) and its summary
Proposal 2: proposal on the administrative measures for the implementation and assessment of Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock equity incentive plan
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan III. collection plan
In accordance with the current laws, regulations and normative documents of China and the provisions of the Shandong Link Science And Technology Co.Ltd(001207) articles of association, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
（1） Solicitation object
As of the afternoon of January 24, 2022 (the equity registration date of the general meeting of shareholders), all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting.
（2） Collection time
From January 26, 2022 to January 27, 2022 (9:30-11:30 a.m. and 13:30-15:00 p.m.) (III) solicitation procedures
First: 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 by Shandong Link Science And Technology Co.Ltd(001207) 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.
Second: submit the power of attorney and other relevant documents signed by myself to the Securities Department of the company entrusted by the collector. The power of attorney and other relevant documents shall be signed and received by the Securities Department of the company for the collection of voting rights:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit the copy of the legal person's business license, the copy of the identity certificate of the legal representative, the original power of attorney, the copy of the shareholder's account card or the original shareholding certificate stamped with the business seal of the business department of the opening securities firm; 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 the copy of its own ID card, the original power of attorney, the copy of shareholder account card or the original shareholding certificate stamped with the business seal of the business department of the opening securities firm; All documents provided by an individual shareholder in accordance with this article shall be signed page by page by himself;
(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.
Third: after the entrusted voting shareholders have prepared the 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 a registered letter or express mail is adopted, the date stamped by the post office at the place of arrival shall be the date of service. The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholder are as follows:
Address: Securities Department Shandong Link Science And Technology Co.Ltd(001207) No. 577, Luxing Road, Qingzhou City, Weifang City, Shandong Province attention: Sun Qijia
Tel.: 0536-3536689
Contact email: [email protected].
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 independent directors to solicit voting rights" in a prominent position.
(IV) 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.
(V) if the 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 shall be valid. If the signing time cannot be judged, the last power of attorney received shall be valid; 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.
(VI) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VII) 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.
(VIII) 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 signatures and seals 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.
Annex: Shandong Link Science And Technology Co.Ltd(001207) power of attorney for public solicitation of voting rights of independent directors is hereby announced.
Collected by: Huang Fangliang
January 13, 2022
Shandong Link Science And Technology Co.Ltd(001207)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the announcement on public solicitation of voting rights by independent directors, Shandong Link Science And Technology Co.Ltd(001207) 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, and have fully understood the relevant conditions of this solicitation of voting rights.
I / the company, as the authorized principal, hereby authorize Mr. Huang Fangliang, an independent director of Shandong Link Science And Technology Co.Ltd(001207) , as the authorized principal of the company
