Securities code: Wuhan Jingce Electronic Group Co.Ltd(300567) securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022113 Wuhan Jingce Electronic Group Co.Ltd(300567)
Announcement on public solicitation of entrusted voting rights by independent directors
Mr. Ma Chuangang, 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.
Special statement:
1. This solicitation of voting rights is a public solicitation according to law. Mr. Ma Chuangang, the independent director of the soliciter, 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;
2. As of the disclosure date of this announcement, the collector Ma Chuangang did not hold shares of the company. Mr. Ma Chuangang promised not to transfer his shares from the collection date to the announcement of the resolution of the general meeting of shareholders considering the collection proposal.
According to the relevant provisions of the measures for the administration of equity incentives of listed companies, Mr. Ma Chuangang, the independent director of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as "the company"), entrusted by other independent directors of the company, as the soliciter, solicited the entrusted voting rights from all shareholders of the company on the relevant proposals to be considered at the fifth extraordinary general meeting of shareholders in 2022 to be held on June 9, 2022.
The CSRC, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents of this announcement, and are not responsible for the contents of this announcement. Any statement to the contrary is a false statement.
1、 Basic information of the recruiter
The current independent director of the company, Mr. Ma Chuangang, is the person soliciting voting rights this time. As of the disclosure date of this announcement, the collector does not hold the company's shares. As an independent director of the company, the collector 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 collection of voting rights.
(I) the solicitors publicly solicit voting rights from all shareholders of the company for the following proposals considered at the fifth extraordinary general meeting of shareholders in 2022:
1.00 proposal on Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan (Draft) and its summary
2.00 proposal on the management measures for the implementation and assessment of Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan
3.00 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
The solicitor will vote on behalf of the solicited person or his agent. The specific contents of this shareholders' meeting are detailed in the company's website on May 24, 2022（ http://www.cn.info.com.cn. ）The notice of Wuhan Jingce Electronic Group Co.Ltd(300567) on convening the fifth extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022109) disclosed.
(II) solicitation proposal
As an independent director of the company, the recruiter attended the seventh meeting of the Fourth Board of directors held on May 23, 2022, voted in favour of the above proposals and expressed independent opinions on relevant proposals. (III) collection scheme
In accordance with the current laws and regulations, normative documents and the articles of association of the company of China, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
1. Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for attending the meeting after the end of stock market trading on June 2, 2022. 2. Solicitation time: June 3, 2022 to June 4, 2022 (8:30 to 11:30, 14:00 to 17:00). 3. Solicitation method: in an open manner on the information disclosure website designated by the CSRC, 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, 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 announcement.
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 of the legal person, the original identity certificate of the legal representative, the original power of attorney and 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 the 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 at the address specified in this announcement; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the securities legal department of the company. The designated address and addressee of the power of attorney and relevant documents delivered by the entrusted voting shareholder are: Address: No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan
Attention: Wuhan Jingce Electronic Group Co.Ltd(300567) securities legal department
Postal Code: 430205
Tel: 02787671179
Fax: 02787671179
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 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 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 solicitation procedure of this announcement;
(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 announcement, 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.
5. 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 is valid. If the signing time cannot be judged, the power of attorney received last is valid. You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting and online voting), the last voting result shall prevail.
6. In case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following measures:
(1) After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to 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 more than one is selected or not selected, the soliciter will deem its authorization invalid.
It is hereby announced.
Collected by: Ma Chuangang May 23, 2022 attachment:
Wuhan Jingce Electronic Group Co.Ltd(300567)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that I / we have carefully read the full text of Wuhan Jingce Electronic Group Co.Ltd(300567) announcement on public solicitation of entrusted voting rights of independent directors, Wuhan Jingce Electronic Group Co.Ltd(300567) notice on convening the fifth 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 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 content of this power of attorney at any time according to the procedures determined in the report on voting rights solicitation of independent directors.
As the authorized principal, I / the company hereby authorize Ma Chuangang, an independent director of Wuhan Jingce Electronic Group Co.Ltd(300567) to attend the fifth extraordinary general meeting of shareholders of Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Group Co., Ltd. in 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:
Remarks voting opinions
Proposal code proposal name
You can vote for or against abstention
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
About Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Group Co., Ltd
1.00 company's 2022 restricted stock incentive plan (Draft) √
>And its abstract
About Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Group Co., Ltd
2.00 company's 2022 restricted stock incentive plan implementation assessment √
Proposal on management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle
3. Shanghai Kehua Bio-Engineering Co.Ltd(002022) restricted stock incentive plan √
Proposal
Note: the voting symbol of this power of attorney is "√". Please choose to agree, oppose or abstain from the above deliberation items according to the opinions of the authorized client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it will be deemed that the authorized client abstains from voting on the deliberation items. The power of attorney is valid for newspaper cutting, copying or self-made according to the above format; Corporate shareholders shall affix the official seal of the company. Name of the client: (signature of individual shareholder, signature of legal representative of corporate shareholder and official seal)
Client's business license number or ID card:
Account number of the trustor's shareholder: number of shares held by the trustor:
Name of the trustee: ID card number of the trustee:
Term of entrustment: from the signing date to the end of the fifth extraordinary general meeting of shareholders in 2022
Date of entrustment: mm / DD / yy
