Securities code: Kingsignal Technology Co.Ltd(300252) securities abbreviation: Kingsignal Technology Co.Ltd(300252) Announcement No.: 2022044 Kingsignal Technology Co.Ltd(300252)
Announcement of independent directors on public solicitation of voting rights
Independent director Huang Wenfeng 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.
Special statement:
1. Huang Wenfeng, an independent director of Shenzhen jinxinnuo High Tech Co., Ltd. (hereinafter referred to as “the company”), is entrusted by other independent directors as the collector to solicit voting rights from all shareholders of the company on the relevant proposals considered at the second extraordinary general meeting of shareholders in 2022 to be held on June 6, 2022.
2. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Huang Wenfeng, meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China, 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;
3. To the contrary, the Shenzhen Stock Exchange shall be liable for the inaccuracy of the contents of this statement and any untrue opinions issued by the CSRC and any other departments.
1、 Basic information of the recruiter
(I) Huang Wenfeng is the current independent director of the company. The basic information is as follows:
Mr. Huang Wenfeng, Chinese nationality, without overseas residency, was born in June 1965. Doctor of management accounting, doctoral supervisor, Professor, certified public accountant, vice president of Guangdong economists and Entrepreneurs Association, excellent teacher of Guangdong Province. From 2001 to 2004, he taught accounting in Guangdong Institute of finance; Since 2005, he has been a professor of accounting in the school of management of Jinan University; He has been an independent director of the company since December 2019.
The soliciter’s solicitation of voting rights this time is based on his duties 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. The soliciter does not have the situation that it is not allowed to publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions on the administration of the rights of shareholders of listed companies, and promises to continuously meet the conditions as 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 taking advantage of the voting rights collected this time. (II) as of the disclosure date of this report, the collector does not hold shares of the company. As an independent director of the company, the collector has no interest with the directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates of the company, as well as with the proposals involved in the solicitation of voting rights.
2、 Specific matters of soliciting voting rights
(I) the collector publicly solicits voting rights from all shareholders on the following proposals considered at the second extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on Implementing “internal partner sharing plan”
Proposal 2: proposal on 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan (Draft) and its summary
Proposal 3: proposal on 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan implementation assessment management measures
Proposal 4: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
Proposal 5: proposal on 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 employee stock ownership plan (Draft) and its summary
Proposal 6: proposal on 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 ESOP management measures
Proposal 7: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 ESOP
The solicitor will vote on behalf of the solicited person or his agent. For details on the convening of this general meeting of shareholders, please refer to the company’s gem information disclosure website cninfo (www.cn. Info. Com. CN.) designated by the CSRC Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022045) disclosed on the.
(II) solicitation proposal
Voting intention of the soliciter: as an independent director of the company, the soliciter attended the fourth meeting of the Fourth Board of directors in 2022 held on May 20, 2022, voted for the above proposals and expressed independent opinions on relevant proposals.
Voting reasons of the collector: the collector believes that the implementation of the equity incentive plan is conducive to further improve the corporate governance structure, improve the corporate incentive mechanism, enhance the sense of responsibility and mission of the company’s management team and business backbone to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. (III) collection scheme
In accordance with the current laws and 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:
1. Collection period: from May 31, 2022 to June 2, 2022 (9:00-12:00 a.m. and 13:30-17:00 p.m.).
2. Confirmation date of solicitation of voting rights: May 30, 2022.
3. Solicitation method: in an open manner, the information disclosure website of gem designated by China Securities Regulatory Commission is cninfo.com（ http://www.cn.info.com.cn. ）An announcement was issued on the to solicit voting rights.
4. Solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote on its behalf, it shall fill in the power of attorney for public solicitation of voting rights by independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content specified in the annex to this report. Step 2: sign the power of attorney and submit the following relevant documents as required:
(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 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 the shareholder’s 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.
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 hand, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered mail or express mail is adopted, the date of receipt by the Securities Management Department of the company shall be the date of delivery. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder entrusted to vote are:
Address: 27th floor, block B, building 10, Shenzhen Bay science and technology ecological park, Nanshan District, Shenzhen
Kingsignal Technology Co.Ltd(300252)
Securities Department
Attention: Wu Jingping
Postal Code: 518000
Tel.: 075586338291
Contact Fax: 075526581802
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.
Step 4: the witness lawyer shall confirm the valid votes. The witness lawyer of the law firm hired by the company will 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. The power of attorney of shareholders is valid if it meets the following conditions: (1) the power of attorney and relevant documents have been delivered to the designated place according to 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 name of the shareholder.
5. If a shareholder repeatedly authorizes its voting rights on the solicitation matters to the soliciter, but its authorization 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.
6. In case of any of the following circumstances in the confirmed valid authorization, the following measures shall be followed:
(1) If a shareholder who entrusts to vote expressly revokes the authorization of the collector in writing before the collector exercises the voting right on his behalf, the collector shall not exercise the voting right on his behalf after the revocation.
(2) The shareholder who entrusts to vote does not explicitly revoke the authorization to the collector in writing before the collector exercises the voting right on his behalf, but if he attends the general meeting of shareholders and independently exercises the voting right before the trustee exercises the voting right on his behalf, the authorization to the collector shall be deemed to have been revoked.
(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.
7. By the end of the afternoon of May 30, 2022, all shareholders of the company who have registered with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch and gone through the registration procedures for attending the meeting.
It is hereby announced.
Soliciter: Huang Wenfeng May 21, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Kingsignal Technology Co.Ltd(300252)
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 full text of the announcement on public solicitation of voting rights by Kingsignal Technology Co.Ltd(300252) independent directors, 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 before signing this power of attorney, and have fully understood the relevant conditions of this solicitation of voting rights.
I / the company, as the authorized principal, hereby authorize Mr. Huang Wenfeng, an independent director of Kingsignal Technology Co.Ltd(300252) to attend the second extraordinary general meeting of shareholders in 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 as my / the company’s agent, and exercise the voting right on behalf of me / the company according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights are as follows:
Remarks: check the column of voting opinions
Proposal code and proposal name can be the same as the column of canceling discarding
Right to vote
100 total proposal √
Non cumulative proposal
1.00 proposal on Implementing “internal partner sharing plan” √
About Kingsignal Technology Co.Ltd(300252) 2022
2.00 restricted stock incentive plan (Draft) proposal for its summary √
About Kingsignal Technology Co.Ltd(300252) 2022
3.00 √
Proposal on the management measures for the implementation and assessment of restricted stock incentive plan
Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s 2022
four
