Securities code: Shenzhen Longtech Smart Control Co.Ltd(300916) securities abbreviation: Shenzhen Longtech Smart Control Co.Ltd(300916) Announcement No.: 2022022 Shenzhen Longtech Smart Control Co.Ltd(300916)
Report on public solicitation of entrusted voting rights by independent directors
Mr. Zhou Zhou, an independent director, guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
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:
Starting and ending time of solicitation of voting rights: June 2, 2022 to June 6, 2022
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company's shares
In accordance with 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"), and in accordance with the entrustment of other independent directors of Shenzhen Longtech Smart Control Co.Ltd(300916) (hereinafter referred to as the "company" and the "company"), the independent directors serve as the solicitors, Solicit voting rights from all shareholders of the company for the relevant proposals on equity incentive to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on June 8, 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
As the soliciter, I, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, have prepared and signed this report by soliciting shareholders' entrusted voting rights for the proposal related to equity incentive of the second extraordinary general meeting of shareholders to be held in 2022. 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 cninfo.com, an information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Make an announcement on the Internet. 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 this shareholders' meeting
For details on the convening of this general meeting of shareholders, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022021) disclosed on the. 3、 Basic information of the company and the solicitation (I) basic information
Chinese Name: Shenzhen Longtech Smart Control Co.Ltd(300916)
English Name: Shenzhen longtechsmart Control Co., Ltd
Date of establishment: August 29, 2003
Registered address: floor 1-4, building 3, Zhengfeng Industrial Park, Nandong East Ring Road, Huangpu Community, Xinqiao street, Bao'an District, Shenzhen
Listing date: December 2, 2020
Stock exchange of the company: Shenzhen Stock Exchange
Stock abbreviation: Shenzhen Longtech Smart Control Co.Ltd(300916)
Stock Code: Shenzhen Longtech Smart Control Co.Ltd(300916)
Legal representative: Ouyang Zhengliang
Secretary of the board of directors: Zhao Baofa
Office address: 1st to 4th floors, building 3, Zhengfeng Industrial Park, Nandong East Ring Road, Huangpu Community, Xinqiao street, Bao'an District, Shenzhen
Postal Code: 518125
Tel: 0755235013508301
Fax: 075523501350
Email: [email protected]
The solicitors openly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the second extraordinary general meeting of shareholders in 2022:
Name of proposal
Serial number
1.00 proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
2.00 proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
3.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
Signing date of this report on solicitation of proxy voting rights: May 18, 2022.
4、 Basic information of the collector (I) the collector of the entrusted voting rights this time is the current independent director of the company, Mr. Zhou. The basic information is as follows: Mr. Zhou, born in April 1974, Chinese nationality, without overseas permanent residence, graduate degree, Chinese certified public accountant, certified tax agent and certified asset appraiser. He once served as partner of Shenzhen Changjiang Certified Public Accountants (general partnership), financial manager of Zhongda printing (China) Co., Ltd. and department manager of Shenzhen Yida certified public accountants Co., Ltd. He is currently the executive director of Jingzhou Lianxin (Shenzhen) tax agent firm Co., Ltd., the executive director of Shenzhen Certified Tax Agents Association, the member of the sixth Expert Committee of Shenzhen Certified Public Accountants Association, the vice president of Shenzhen Luohu District xinjielian, Shenzhen Minkave Technology Co.Ltd(300506) independent director, independent director of the company, etc. (II) the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes. (III) the soliciter 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 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 19th meeting of the second board of directors held on May 18, 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 measures for the assessment and management of the implementation of the company's 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 equity incentive voted in favor.
6、 Solicitation scheme
In accordance with the current laws, 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 registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of June 1, 2022.
(II) starting and ending time of solicitation: June 2, 2022 to June 6, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.). (III) method of solicitation: open on cninfo.com（ http://www.cn.info.com.cn. ）Issue an announcement to solicit voting rights. (IV) collection procedures and steps
Step 1: fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the "power of attorney").
Step 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 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 a copy of the business license, the original certificate of legal representative, the original power of attorney, the Shenzhen a securities account card (or the documents issued by the securities business department that can prove the identity of the account holder, such as the account opening confirmation, account opening application form, etc.); 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, the Shenzhen a securities account card (or the documents issued by the securities business department that can prove the identity of the account holder, such as the account opening confirmation, account opening application form, etc.);
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.
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 deliver them at the address specified in this report; In case of fax, registered mail or express mail, the time of receipt shall be subject to the time of receipt by the Securities Department 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: Shenzhen Longtech Smart Control Co.Ltd(300916) Securities Department
Contact address: building g, No. 52, Huangpu Road, Shangliao community, Xinqiao street, Bao'an District, Shenzhen
Postal Code: 518125
Tel: 0755235013508301
Fax: 075523501350
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.
The company employs a lawyer from a law firm who will witness the second extraordinary general meeting of shareholders in 2022 to conduct formal review of the documents listed above submitted by corporate shareholders and natural person 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 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 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 the following circumstances in the confirmed valid authorization, the collector can deal with it in accordance with the following methods: 1. After the shareholder entrusts the voting right of the solicitation to the collector, and expressly 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;
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: May 18, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Shenzhen Longtech Smart Control Co.Ltd(300916)
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 full text of the report of Shenzhen Longtech Smart Control Co.Ltd(300916) independent directors on public solicitation of entrusted voting rights, the notice on convening the second extraordinary general meeting of shareholders 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.
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 report on public solicitation of voting rights by independent directors.
I / the company, as the authorized principal, hereby authorize Shenzhen Longtech Smart Control Co.Ltd(300916) independent director to attend the second extraordinary general meeting of shareholders in Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 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:
The motion should be listed with the opposite
Code the name of non cumulative voting proposal, and tick it to indicate voting for abstention
1.00 incentive plan for restricted shares of the company in 2022 (D √)
(proposal) and its summary
2.00 implementation of the company's restricted stock incentive plan in 2022 √
Proposal on assessment management measures
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive √
Proposal on relevant matters
1. Among the options
