Stock Code: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) Announcement No.: 2022063 Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Report 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:
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (hereinafter referred to as the “company”) 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”), Mr. Zeng Ronghui, the independent director of the company, is entrusted by other independent directors as the soliciter, Solicit the entrusted voting rights from all shareholders of the company on the relevant proposals of the first extraordinary general meeting of shareholders in 2022 to be held on June 6, 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 herein, and are not responsible for the contents of this report. Any statement to the contrary is a false statement. 1、 Statement of the collector
Zeng Ronghui, as the soliciter, hereby solicits the shareholders’ entrusted voting rights for the relevant deliberations of the first extraordinary general meeting of shareholders in 2022 to prepare and sign this report. This solicitation action is entirely based on the responsibilities of the soliciter as an independent director. The soliciter guarantees that there are no false records, misleading statements or major omissions in this report, and assumes separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of entrusted 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 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 is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false and misleading statements. The soliciter has obtained the consent of other independent directors of the company and signed this report. The performance of this report will not violate or conflict with any provisions of laws and regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Listing place of the company’s shares: Shenzhen Securities Exchange
Legal representative: Lou Yuegen
Secretary of the board of directors: Lu Qunfeng
Stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Stock Code: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Registered address: No. 99 (buildings 2, 3, 4 and 5), jiejieling, Zhujia village, Shoujiang Town, Fuyang District, Hangzhou
Tel: 057163413898
mail box: [email protected].
(II) matters of this solicitation
The solicitors openly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
1. Proposal on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) and its summary;
2. Proposal on the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive;
4. Proposal on Amending the articles of association.
(III) the signing date of the report on the public solicitation of entrusted voting rights is May 20, 2022.
3、 Basic information of this shareholders’ meeting
For details of the convening of this shareholders’ meeting, see the company’s securities times and cninfo.com on May 21, 2022（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022062).
4、 Basic information of the recruiter
(I) the current independent director of the company, Mr. Zeng Ronghui, is the person who collects the entrusted voting rights. The basic information is as follows: Mr. Zeng Ronghui, master’s degree, Chinese nationality, without permanent residency abroad. From June 2011 to November 2015, he served as the lawyer and partner of Zhejiang Tianhe law firm, and since December 2015, he has served as the founding partner and director of Zhejiang wuqin law firm. Focusing on intellectual property, corporate mergers and acquisitions and governance, bankruptcy reorganization, major and complex contract disputes (construction real estate), administrative business (urban renewal, government investment and financing) and other fields, it has won the honorary titles of Hangzhou lawyer Star Award, the second top ten lawyer pioneer in Hangzhou, the strongest leader in Fuyang District, Hangzhou, and excellent Communist Party member in the lawyer industry of Zhejiang Province, The main research achievements include “Research on the intellectual property operation mechanism of Hangzhou cultural and creative industry”, “patent rights in technical standards”, “corporate social responsibility”, etc. he served as a director of the ninth Council of Hangzhou Lawyers Association, a member of the Construction Engineering Professional Committee of Hangzhou Lawyers Association, a member of the company professional committee of Hangzhou Lawyers Association, a representative of the 14th National People’s Congress of Hangzhou Legal adviser of the CPC Hangzhou Fuyang District Committee, legal adviser of Hangzhou Fuyang District People’s government, member of the Ninth CPPCC Hangzhou Fuyang District Committee, executive director of Zhejiang science and Technology Law Research Association, executive director of Zhejiang construction engineering Law Research Association, practical tutor of Hangzhou Normal University and other industrial and social positions. Independent director of the company since 2025.
As of the signing date of this report, Mr. Zeng Ronghui did not hold shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances prohibited by the company law; Nor has he been punished by the CSRC and other relevant departments or the stock exchange, nor is he the person subject to execution for breach of faith.
(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 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. The subject qualification of the soliciter to solicit the entrusted voting rights complies with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 18th meeting of the 4th board of directors held on May 20, 2022, and made comments on the proposal on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 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 equity incentive and other relevant proposals voted in favour.
The solicitor, as an independent director, expressed an independent opinion on the company’s restricted stock incentive plan. 6、 Solicitation scheme
In accordance with the current laws and regulations of China, normative documents and the articles of association, the collector has formulated the scheme for the collection of entrusted 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 Corporation Limited after the end of stock market trading as of May 31, 2022.
(II) collection time: from June 1, 2022 to June 2, 2022 (9:00 a.m. to 11:30 p.m. and 1:30 p.m. to 4:30 p.m.)
(III) solicitation method: it is publicly available on cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps:
Step 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.
Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the Securities Department of the company; The power of attorney and other relevant documents signed and received by the Securities Department of the company for the solicitation of entrusted voting rights:
1. If the entrusted 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 a copy of the stock account card; All documents of 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;
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; If registered mail or express mail is adopted, 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:
Address: No. 99, jiejieling, Yinhu street, Fuyang District, Hangzhou (please indicate “shareholders’ meeting” on the letter)
Attention: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) Securities Department
Tel: 057163413898
Post code: 311422
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 public solicitation of entrusted voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer confirms the valid vote. The witness lawyer employed 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 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 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.
(V) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his authorization 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. The same matter cannot be voted for multiple times. If there are multiple votes (including on-site voting and online voting), the first voting result shall prevail.
(VI) 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, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of the solicitor will automatically become invalid;
2. If the shareholder attends in person or 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 on-site meeting registration, the solicitor will recognize 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 they alter or fill in other symbols, the voting shall be deemed as abstention. If the shareholders do not give clear instructions on the voting opinions of a certain deliberation matter or have two or more instructions on the same deliberation matter, the solicitors can vote according to their own wishes.
Annex: power of attorney for public solicitation of voting rights of independent directors
(there is no text on this page, which is the signature page of the report of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) independent directors on public solicitation of entrusted voting rights)
Collected by: Zeng Ronghui signature:
May 20, 2022
enclosure:
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
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 “Hangzhou Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) electric appliance” prepared and announced by the collector for the collection of entrusted voting rights before signing this power of attorney
