Securities code: 688210 securities abbreviation: Tonglian precision Announcement No.: 2022028 Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd
Independent directors' proposal on the company's restricted stock incentive plan in 2022
Announcement on public solicitation of entrusted voting rights
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 content tips:
1. Starting and ending time of solicitation of voting rights: May 18, 2022 to May 19, 2022;
2. Solicit the voting opinions of the person on all voting matters: agree;
3. The solicitor does not hold shares of the company.
In accordance with the relevant provisions of the measures for the administration of equity incentives of listed companies (hereinafter referred to as the "measures") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and entrusted by other independent directors of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. (hereinafter referred to as the "company"), Ms. Yang Wanli, an independent director, is the solicitor, Solicit voting rights from all shareholders of the company on the proposals related to the 2022 restricted stock incentive plan to be considered at the 2021 annual general meeting of shareholders to be held on May 20, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
Yang Wanli, the current independent director of the company, is the person who collects voting rights this time. The basic information is as follows:
Ms. Yang Wanli, born in May 1972, Chinese nationality, has the right of permanent residence abroad, and holds a master's degree in western economics from Renmin University of China. Former manager of Shenzhen AVIC Shiheng Electronics Co., Ltd; Planning office manager of QDI division of Lenovo Group, vice president of Lenovo Research Institute, President of Shanghai Branch, general manager of Lenovo Mobile Communication Technology Co., Ltd. and global vice president of Lenovo Group Dongguan Chitwing Technology Co.Ltd(002855) 5 CEO and director. He is currently the co-founder and director of Shenzhen Pegasus Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. and the independent director of the first board of directors 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 solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; 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 responsibility for the authenticity, accuracy and integrity of its contents according to law. 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) solicit the voting opinions and reasons of the voting matters
As an independent director of the company, the recruiter attended the 14th meeting of the first board of directors held on April 27, 2022, and made comments on the proposal on 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on 2022 restricted stock incentive plan implementation assessment management measures Three proposals, including the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022, voted in favor and expressed independent opinions on the implementation of the company's restricted stock incentive plan.
The solicitors believe that the company's restricted stock incentive plan is conducive to promoting the sustainable development of the company and forming a long-term incentive mechanism for the core team, without damaging the interests of the company and all shareholders, especially minority shareholders. The incentive objects of the company's restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents.
2、 Basic information of this shareholders' meeting
(I) meeting time
1. On site meeting time: 14:00, May 20, 2022
2. Online voting time: on May 20, 2022, the company adopted 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
101, workshop 1, No. 282, huanguan Middle Road, songyuanxia community, Guanhu street, Longhua District, Shenzhen
(III) proposals requiring proxy voting rights
Name of proposal
Serial number
Non cumulative voting motion
1. Proposal on 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in 2022
3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022
For details of the convening of this shareholders' meeting, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 29, 2022 Notice of Shenzhen oceanwide United Precision Manufacturing Co., Ltd. on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022025).
3、 Solicitation scheme
(I) collection object
As of the afternoon of May 13, 2022, all shareholders of the company who have been registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and have gone through the registration procedures for attending the meeting.
(II) collection time
From May 18, 2022 to May 19, 2022 (10:00-11:30 a.m. and 13:00-15:00 p.m.). (III) collection method
It is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedure
1. If the shareholders decide to entrust the soliciter to vote, they 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. Submit the power of attorney and other relevant documents signed by myself to the Securities Department 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 solicitation of entrusted voting rights:
(1) If the voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney and the shareholder 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 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 letter or express mail is adopted, the delivery time shall be subject to the receipt time of the Securities Department of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholders are as follows:
Address: 101, workshop 1, No. 282, huanguan Middle Road, songyuanxia community, Guanhu street, Longhua District, Shenzhen
Postal Code: 518110
Tel: 075523720932
Contact: Huang Rongfang
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words "power of attorney for public solicitation of 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 collection procedure of this report;
2. Submit the power of attorney and relevant documents within the solicitation 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 basic information of the shareholders who submitted the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders; 5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter. If a shareholder repeatedly authorizes his voting rights on the solicitation matters to the soliciter and the authorized contents 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 to confirm by inquiry. If the authorized contents cannot be confirmed by this way, The authorization is invalid;
6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VI) in case of the following circumstances in the confirmed valid authorization, the collector will deal with it in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, and explicitly revokes the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will recognize that its authorization to the collector 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; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization;
3. Shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of "agree", "oppose" or "abstain" and tick "√". If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(VII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this report are confirmed to be valid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
Collected by: Yang Wanli April 29, 2002 attachment:
Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd
Power of attorney for public solicitation of voting rights by independent directors
Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd.:
As the authorized principal, I / we confirm that I / we have carefully read the full text of the report of independent directors of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. on the public solicitation of entrusted voting rights under the restricted stock incentive plan in 2022, which was prepared and announced by the solicitor for the solicitation of voting rights before signing this power of attorney The notice of Shenzhen oceanwide United Precision Manufacturing Co., Ltd. on convening the 2021 annual general meeting of shareholders and other relevant documents have fully understood the relevant conditions such as the solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Ms. Yang Wanli, an independent director of Shenzhen oceanwide United Precision Manufacturing Co., Ltd., to attend the 2021 annual general meeting of shareholders of Shenzhen oceanwide United Precision Manufacturing Co., Ltd. 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:
No. name of proposal: agree, oppose and abstain
1. About the 2022 restricted stock incentive plan (Draft) and
Proposal on its summary
2. Assessment management on the implementation of restricted stock incentive plan in 2022
Proposal on management measures
3. Proposal for the general meeting of shareholders to authorize the board of directors to handle the company's 2022
Proposal on matters related to restricted stock incentive plan
(if "√" is filled in for each proposal, it shall be deemed that the authorized person has not abstained, and it shall be deemed that the authorized person has not selected more than one proposal)
Name of authorized client (signature and seal):
ID card No. / business license No. of authorized shareholder:
Securities account no. of authorized shareholder:
Number of shares held by authorized shareholders:
Signed on:
The validity period of this authorization: from the signing date to the end of the 2021 annual general meeting of shareholders.
Note: the entrustment of legal person shareholders must be stamped with the official seal and signed by the legal representative.
