Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022033 Hitevision Co.Ltd(002955)
Announcement on public solicitation of entrusted voting rights by independent directors
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.
Important:
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Mr. Li Xiaowei, an independent director of Hitevision Co.Ltd(002955) (hereinafter referred to as ” Hitevision Co.Ltd(002955) ,” the company “or” the company “) is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the proposals related to the stock option incentive plan to be considered at the 2021 annual general meeting of shareholders to be held on May 18, 2022.
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 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
As the collector, I, Li Xiaowei, have prepared and signed this report by soliciting shareholders’ entrusted voting rights for the proposals related to the stock option incentive plan to be considered at the 2021 annual general meeting of the company 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 entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the 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 to solicit the entrusted voting rights, and has signed this report. The performance of this report does not violate laws, regulations and the articles of association
This report is only for the purpose of soliciting voting rights this time, and shall not be used for any other purpose. 2、 Basic information of the company and matters of this solicitation
(I) basic information
1. Chinese Name: Hitevision Co.Ltd(002955)
2. English Name: hitevision Co., Ltd
3. Date of establishment: May 28, 2010
4. Registered address: room c1104, block C, No. 9, Shangdi Third Street, Haidian District, Beijing
5. Stock listing time: May 23, 2019
6. Listing place of the company’s shares: Shenzhen Stock Exchange
7. Stock abbreviation: Hitevision Co.Ltd(002955)
8. Stock Code: Hitevision Co.Ltd(002955)
9. Legal representative: Xing Xiuqing
10. Secretary of the board of directors: Xia Liang
11. Office address: 12 / F, block F, Rongxin science and technology center, 34 Chuangyuan Road, Chaoyang District, Beijing. Postal code: 100012
13. Tel: 01062968869
14. Fax: 01062968116
15. Email: dongban@honghe -tech.com.
(II) matters of this solicitation
The solicitors solicit voting rights from all shareholders of the company for the following proposals considered at the 2021 annual general meeting of shareholders of the company:
1. Review the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary; 2. Review the proposal on the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan; 3. Review the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan.
(III) the signing date of this report on public solicitation of entrusted voting rights is April 27, 2022.
3、 Basic information of this shareholders’ meeting
For details about the convening of this general meeting of shareholders, please refer to the company’s designated information disclosure media “Securities Times”, “China Securities News”, “Shanghai Securities News”, “Securities Daily” and cninfo (www.cn. Info. Com. CN.) on April 28, 2022 Notice on convening the 2021 annual general meeting of shareholders disclosed on the.
4、 Basic information of the recruiter
(I) the current independent director of the company, Mr. Li Xiaowei, is the person soliciting voting rights. The basic information is as follows:
Li Xiaowei, male, born in 1964, Chinese nationality, doctor of Institute of computing technology, Chinese Academy of Sciences. He is now a researcher of Institute of computing technology, Chinese Academy of Sciences, executive deputy director of State Key Laboratory of computer architecture, Professor of University of Chinese Academy of Sciences, Honorary Professor of Jinling Institute of science and technology, Hitevision Co.Ltd(002955) independent director, director of Zhongke Yusu (Beijing) Technology Co., Ltd. and director of Zhongke Jianxin (Beijing) Technology Co., Ltd. He has successively served as a visiting scholar at the University of Hong Kong and Nara University of advanced science and technology in Japan and an associate professor in the Department of computer science at Peking University. Mr. Li Xiaowei has won the “National Technological Invention Award” and the “national scientific and Technological Progress Award”, the honorary titles of “national excellent scientific and technological worker”, “young and middle-aged expert with outstanding contributions”, the “Excellent Communist Party member” and “excellent teacher” of the Chinese Academy of Sciences.
(II) at present, the collector does not hold shares of the company, is not punished for securities violations, and is not involved in major civil litigation or arbitration related to economic disputes.
(III) 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 recruiter attended the 12th meeting of the second board of directors held on April 27, 2022 and commented on the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan voted in favour.
6、 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 the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of the afternoon of May 11, 2022.
(II) collection time: from May 12, 2022 to May 13, 2022 (9:00-12:00 a.m. and 13:00-17:30 p.m.).
(III) method of solicitation: in an open manner, in the information disclosure media designated by the CSRC, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
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. 2. The voting shareholder shall submit the power of attorney and other relevant documents signed by him to the office of the board of directors entrusted by the collector; The office of the board of directors shall sign and receive the power of attorney and other relevant documents for the solicitation of voting rights:
(1) If the voting shareholder is a legal person shareholder, it shall submit the copy of the current valid business license, the original ID card of the legal representative, the original power of attorney (signed by the legal representative; if it is signed by someone authorized by the legal representative, the power of attorney and relevant notarial documents authorized by the legal representative to sign the power of attorney) and the copy of the account card of the legal person shareholder; 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 shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney (signed by himself / herself; if it is signed by someone authorized by him / herself, the power of attorney and relevant notarial documents authorizing others to sign the power of attorney) and a copy of the shareholder 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 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.
3. After the entrusted voting shareholders have prepared relevant documents in accordance with the requirements of point 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 registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt at the office of the board of directors of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Attention: Zhang Hui
Contact address: 12 / F, block F, Rongxin technology center, 34 Chuangyuan Road, Chaoyang District, Beijing
Postal Code: 100012
Tel: 01062968869
Contact Fax: 01062968116
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 entrusted voting rights” in a prominent position.
4. The lawyer of the law firm who witnessed the 2021 annual general meeting of shareholders of the company shall 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 entrusted voting shareholders are delivered, the authorized entrustment that meets 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 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, and 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 the shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can 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, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, 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 registration of the on-site meeting, the solicitor will determine 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.
Collected by: Li Xiaowei
April 28, 2022
Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Hitevision Co.Ltd(002955)
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 have carefully read the full text of Hitevision Co.Ltd(002955) announcement on public solicitation of entrusted voting rights of independent directors, Hitevision Co.Ltd(002955) notice on convening the company’s 2021 annual general meeting and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant information of this solicitation of voting rights. 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 in the announcement of independent directors’ solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Li Xiaowei, an independent director of Hitevision Co.Ltd(002955) to attend the annual general meeting of Hitevision Co.Ltd(002955) 2021 as my / the company’s agent, and exercise the right to vote on the matters to be 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:
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