Securities code: Talkweb Information System Co.Ltd(002261) securities abbreviation: Talkweb Information System Co.Ltd(002261) Announcement No.: 2022038 Talkweb Information System Co.Ltd(002261)
Report on public solicitation of entrusted voting rights by independent directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and
Be liable for false records, misleading statements or major omissions in the.
Important:
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”), Wen Ying, an independent director of Talkweb Information System Co.Ltd(002261) (hereinafter referred to as the “company”), is entrusted by other independent directors as the soliciter, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on June 7, 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 collector, Wen Ying, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report by soliciting shareholders’ entrusted voting rights for the relevant proposals 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 entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. 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, regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
Company name: Talkweb Information System Co.Ltd(002261)
Stock abbreviation: Talkweb Information System Co.Ltd(002261)
Stock Code: Talkweb Information System Co.Ltd(002261)
Legal representative: Li Xinyu
Secretary of the board of directors: Xing neon
Contact address: No. 298, tongzipo West Road, Yuelu District, Changsha City, Hunan Province
Post code: 410205
Tel: 073188668270
Fax: 073188799888
Email: [email protected].
2. Matters of this solicitation
The soliciter will publicly 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:
Proposal 1: proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and summary; Proposal 2: proposal on the company’s measures for the assessment and management of the implementation of stock option and restricted stock incentive plan in 2022;
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option and restricted stock incentive plan.
3、 Basic information of this shareholders’ meeting
For details on the convening of this extraordinary general meeting, please refer to the company’s publication in China Securities Journal, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on May 23, 2022 Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022037).
4、 Basic information of the recruiter
1. The current independent director of the company, Wen Ying, is the person who solicits the entrusted voting rights. The basic information is as follows:
Mr. Wen Ying, born in June 1977, is a CPC member with a bachelor’s degree. He practices in Hunan Jinzhou law firm and holds the position of senior partner and director. He has been rated as an excellent lawyer in Hunan Province, an excellent Communist Party member in Hunan judicial system and an excellent lawyer in Changsha. He also serves as vice president of Changsha Lawyers Association and member of the Party committee of the lawyer industry; Director of the construction real estate professional committee of Hunan Lawyers Association; Visiting professor, School of law, Hunan Normal University. He is currently the chairman of Bichamp Cutting Technology(Hunan) Co.Ltd(002843) board of supervisors, an independent director of Hunan Hengguang Technology Co., Ltd. and an external director of Hunan Construction Engineering Group. 2. At present, the collector has not been punished for securities violations, has not been punished for major securities violations related to economic disputes, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The solicitor 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.
5、 Solicitors’ voting on solicitation matters
The second meeting of the board of directors on the incentive plan of the company was held on February 22, 2025 The proposal on the management measures for the implementation of the 2022 stock option and restricted stock incentive plan of the company and 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 of the company voted in favour.
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 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 closing on May 31, 2022.
(II) starting and ending time of solicitation: June 1, 2022 ~ June 2, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.).
(III) solicitation method: it is publicly available on the information disclosure website cninfo.com (www.cn. Info. Com. CN.) designated by the CSRC Issue an announcement 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 entrusted by the collector; 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 are as follows:
1. If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, the original identity certificate of the legal representative, the original power of attorney and the stock account card; All documents submitted by corporate shareholders in accordance with the provisions of this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
2. The original of the shareholder’s certificate of authorization and the copy of the shareholder’s account authorization shall be the original of the shareholder’s certificate of authorization;
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 at the address specified in this report: if the power of attorney and relevant documents are delivered by registered letter or express mail, the time of receipt shall be subject to the time of receipt by the Securities Department of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Contact address: No. 298, tongzipo West Road, Yuelu District, Changsha City, Hunan Province
Attention: Talkweb Information System Co.Ltd(002261) Securities Investment Department
Post code: 410205
Tel: 073188668270
Fax No.: 073188668270
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 shall confirm the valid vote: 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.
(V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
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 repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents 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 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 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.
Collected by: Wen Ying
May 23, 2022
enclosure:
Talkweb Information System Co.Ltd(002261)
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 have carefully read the power of attorney for public solicitation of voting rights by 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, 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 by the independent director’s report on the solicitation of voting rights for equity incentive.
As the authorized principal, I / the company hereby authorize Talkweb Information System Co.Ltd(002261) Independent Director Wen Ying to attend the second extraordinary general meeting of shareholders in Talkweb Information System Co.Ltd(002261) 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:
Proposal code proposal name consent objection waiver
General proposal all proposals
1.00 “about the company’s 2022 stock option and restricted stock incentive plan”
(Draft) and summary proposal
2.00 incentive plan for stock options and restricted stocks of the company in 2022
Proposal on the implementation of assessment management measures
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the 2022 shares of the company
Proposal on matters related to stock option and restricted stock incentive plan
Note: the voting symbol of this power of attorney is “√”. Please choose to agree or disagree with the above deliberation items according to the opinions of the authorized client
Yes or no, and check the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it shall be deemed that the client is authorized to review
Abstained from voting on the agenda item. The copy of the power of attorney is valid; Unit entrustment must be handled by the unit law
