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.
Special statement:
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Zhang Huiyu, meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), Article 31 of the rules for the general meeting of shareholders of listed companies, and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions”);
2. As of the disclosure date of this announcement, Mr. Zhang Huiyu, the collector, did not directly or indirectly hold shares of the company. 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”), Zhang Huiyu, an independent director of Gettopacoustic Co.Ltd(002655) (hereinafter referred to as the “company”), was entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on June 6, 2022.
1、 Basic information of the recruiter
The current independent director of the company, Mr. Zhang Huiyu, was recruited for the voting rights. The basic information is as follows: Zhang Huiyu, male, born in 1967, has a Bachelor of law from East China University of political science and law. Now he is a senior partner and practicing lawyer of Shandong Yushi law firm, and has won the honorary titles of excellent Party member lawyer in the lawyer industry of Shandong Province and pioneer lawyer of Jinan City.
As of the disclosure date of this announcement, Mr. Zhang Huiyu has not directly or indirectly held shares of the company, has not been punished for securities violations, has not been involved in major civil litigation or arbitration related to economic disputes, and is not allowed to serve as a director of the company as stipulated in the company law and the articles of association. Mr. Zhang Huiyu has no relationship with the company’s directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and has no interest with the proposals involved in the solicitation of voting rights.
The solicitation of voting rights is based on the duties of the soliciter as an independent director and has been approved by other independent directors of the company. This solicitation of voting rights is a public solicitation in accordance with the law and is conducted free of charge. The soliciter promises that there is no situation that it is not allowed to solicit voting rights as a soliciter in public as stipulated in Article 3 of the Interim Provisions, and promises to continuously meet the conditions of being a soliciter from the date of solicitation to the date of exercise. The collector guarantees that there are no false records, misleading statements or major omissions in the contents described in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not engage in securities fraud such as insider trading and market manipulation by using the voting rights collected this time. 2、 Specific matters of soliciting voting rights
The solicitors publicly solicit voting rights from all shareholders of the company on the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
1. Proposal on 2022 stock option and restricted stock incentive plan (Draft) and its abstract
2. Proposal on the management measures for the implementation and assessment of stock option and 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 2022 stock option and restricted stock incentive plan
For details on the convening of this shareholders’ meeting, please refer to the company’s announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022035) of Shanghai Securities News, China Securities News, securities times and Securities Daily.
3、 Solicit opinions
As an independent director of the company, Mr. Zhang Huiyu attended the 10th meeting of the 5th board of directors held by the company on May 19, 2022, and made comments on the proposal on the “2022 stock option and restricted stock incentive plan (Draft) and its summary” and the proposal on the “2022 stock option and restricted stock incentive plan implementation assessment management measures” The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option and restricted stock incentive plan voted in favour and expressed independent opinions on the relevant proposals.
4、 Solicitation scheme
In accordance with the current laws and regulations of China, 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 of the scheme are as follows:
The registration of all shareholders of Shenzhen Branch of China Securities Co., Ltd. shall be closed at 15:00 p.m. of May 2025.
(II) collection time: from May 31, 2022 to June 1, 2022 (9:00-11:30 a.m. and 14:00-16:30 p.m.).
(III) method of solicitation: in an open manner, the information disclosure media designated by the CSRC are securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）A notice was issued on the to solicit voting rights.
(IV) collection procedures and steps: as of 15:00 p.m. on May 30, 2022, all shareholders of tradable shares registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. can go through the entrustment procedures through the following procedures:
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall 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 office of the board of directors of the company entrusted by the collector; The power of attorney and related documents will be signed and received by the office of the board of directors of the company.
Corporate shareholders must provide the following documents:
1. A copy of the current valid business license of the legal person;
2. Copy of ID card of legal representative;
3. The original power of attorney (signed by the legal representative; if it is signed by someone authorized by the legal representative, the notarized power of attorney authorized by the legal representative to sign the power of attorney must be provided at the same time);
4. Copy of account card of legal person shareholder;
5. In the afternoon of May 30, 2022, the shareholding list after the transaction is completed (the original with the official seal of the custody business department). (Note: Please affix the official seal of the legal person shareholder and the signature of the legal representative on all the above documents)
Individual shareholders must provide the following documents:
1. A copy of the shareholder’s ID card;
2. Copy of shareholder account card;
3. The original power of attorney signed by the shareholder (signed by me; if it is signed by someone authorized by me, a notarized power of attorney authorized by me to sign the power of attorney must be provided at the same time);
4. In the afternoon of May 30, 2022, the shareholding list after the transaction is completed (the original with the official seal of the custody business department).
(Note: please sign all documents in person)
Before the deadline for the registration of this shareholders’ meeting, the above-mentioned documents of corporate shareholders and individual shareholders can be delivered to the office of the board of directors of the company by registered letter or by entrusted person. Among them, the letter shall be deemed to have been received by the receipt signed by the office of the board of directors of the company; If it is delivered by hand, the receipt issued by the office of the board of directors to the sender shall be deemed to have been received. Please properly seal all the documents submitted, indicate the contact number and contact person, and mark “power of attorney for independent directors to solicit voting rights” in a prominent position.
The designated address for the power of attorney and related documents to be delivered to the company is as follows:
Address: No. 68, Fengshan Road, Fangzi District, Weifang City, Shandong Province
Attention: Gettopacoustic Co.Ltd(002655) Board Office
Postal Code: 261200
Tel: 05362283009
Fax: 05362283006
Step 3: the witness lawyer confirms the valid vote
The witness lawyer of the law firm will conduct formal review on the documents listed in step 2 above submitted by corporate shareholders and individual shareholders. The lawyer who has been reviewed and confirmed by the client will submit the valid lawyer. The authorization and entrustment of shareholders shall be valid if they meet the following conditions:
1. The power of attorney and relevant documents have been delivered to the designated address in accordance with the requirements of the solicitation procedure of this report;
2. The documents submitted by shareholders are complete and meet the document requirements listed in step 2 above;
3. The power of attorney and relevant documents submitted by shareholders are consistent with the information recorded in the register of shareholders on the date of equity registration;
4. The content of the power of attorney is clear, and the shareholders do not entrust the voting rights of voting matters to anyone other than the collector at the same time.
5、 Other matters
1. After the shareholder entrusts the voting right to the collector, if the shareholder registers and attends the meeting in person or by proxy, or explicitly withdraws the original authorization in writing before the deadline of meeting registration, the authorization made will automatically become invalid.
2. If the shareholder entrusts repeatedly and the contents of authorization are different, the authorization signed by the trustor last time shall be valid. If the signing time of the client cannot be judged, the last trust received shall be valid.
3. Due to the particularity of soliciting voting rights, the witness lawyer will only conduct formal review on the power of attorney submitted by the shareholders according to this announcement, and will not conduct substantive review on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves. The power of attorney and relevant supporting documents that meet the formal requirements specified in this report will be confirmed to be valid. Therefore, shareholders are reminded to protect their voting rights from being infringed by others.
It is hereby announced.
Collected by: Zhang Huiyu
May 19, 2002
enclosure:
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that I / we have carefully read the announcement of independent directors of Gongda Guangdong Brandmax Marketing Co.Ltd(300805) Co., Ltd. on public solicitation of entrusted voting rights, announcement of Gettopacoustic Co.Ltd(002655) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents before signing this power of attorney, and have fully understood the relevant situation 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 contents of this power of attorney at any time according to the procedures determined in the announcement on public solicitation of voting rights by independent directors of Gettopacoustic Co.Ltd(002655) Co., Ltd.
As the authorized principal, I / the company hereby authorize Mr. Zhang Huiyu, an independent director of Gettopacoustic Co.Ltd(002655) to attend the first extraordinary general meeting of shareholders in Gettopacoustic Co.Ltd(002655) 2022 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 are as follows:
Proposal code proposal name remarks voting opinions
The column is marked with “agree against abstain”
Objective can
vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
About 2022 stock options and restricted stocks √
1.00 proposal on incentive plan (Draft) and its summary
About 2022 stock options and restricted stocks √
2.00 proposal on management measures for the implementation and assessment of incentive plan
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle √
2022 stock option and restricted stock incentive plan
Proposal on relevant matters
(Note: Please fill in “√” in the corresponding “agree” or “disagree” or “abstain” space in the “voting opinion” column. Voters can only indicate one opinion of “agree”, “disagree” or “abstain”. The vote with alteration, filling in other symbols, multiple or no election is invalid and will be treated as abstaining.)
ID card no. of the entrusted person:
Signature of the entrusted person:
Client (signature or signature and seal of legal representative):
ID card no. of the client (business license No. of legal person shareholder):
Account number of the principal’s shareholder:
Number of shares held by the client:
Date of entrustment: mm / DD / yy
