Securities code: 300346 securities abbreviation: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) Announcement No.: 2022-008 Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
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 without false records, misleading statements or major omissions.
According to the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), Ms. Ma Yunyan, an independent director of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (hereinafter referred to as the “company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 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 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, Ma Yunyan, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report to solicit shareholders’ entrusted voting rights for the proposals related to the incentive plan considered at the first extraordinary general meeting of the company in 2022. Ensure that there are no false records, misleading statements or major omissions in this solicitation report, and 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 on the gem information disclosure website cninfo.com.cn designated by the CSRC Make an announcement on the Internet. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false and misleading statements. The soliciter has obtained the consent of other independent directors of the company to solicit the entrusted voting rights, and the soliciter has signed this report. The performance of this solicitation report does not violate or conflict with any provision of laws, 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: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Listing place: Shenzhen Stock Exchange
Securities abbreviation: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Stock Code: 300346
Legal representative: Feng Jiansong
Secretary of the board of directors: Su Yongqin
Contact address: No. 67, Pingsheng Road, Shengpu, Suzhou Industrial Park
Postal Code: 215126
Company Tel.: 0512 – 62520998
Company fax: 0512 – 62527116
Company Internet address: http://www.natachem.com.
Company email: [email protected].
(II) collection items
The collector shall solicit the entrusted voting rights of all shareholders of the company for the proposals related to the equity incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on the company’s 2022 restricted stock incentive plan (Draft) > and summary; Proposal 2: proposal on the company’s assessment management measures for the implementation of 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 restricted stock incentive plan in 2022.
(III) the signing date of this proxy voting right report is January 17, 2022.
3、 Basic information of the general meeting of shareholders
For details on the convening of the general meeting of shareholders, please refer to the company’s publication on cninfo.com.cn on January 18, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022.
4、 Basic information of the recruiter
(I) the current independent director of the company, Ms. Ma Yunyan, is the person soliciting voting rights. The basic information is as follows:
Ms. Ma Yunyan, born in 1961, Chinese nationality, graduated from the Department of law of Peking University in 1984. He is now a practicing lawyer and senior partner of Guangdong Xinda law firm.
As of the signing date of this report, Ms. Ma Yunyan does not hold shares of the company, has no relationship with shareholders holding more than 5% of the company, other directors, supervisors and senior managers, is not a person subject to dishonesty, and has not been punished by the CSRC and other relevant departments or the stock exchange.
(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.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 9th meeting of the 8th board of directors held on January 17, 2022, and made comments on the proposal on the company’s restricted stock incentive plan (Draft) and summary in 2022 and the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022 voted in favour.
6、 Solicitation scheme
The soliciter has formulated the scheme for soliciting voting rights in accordance with the current laws, administrative regulations, normative documents and the articles of association of the company. The specific contents are as follows:
(I) solicitation object:
As of Thursday, January 27, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(II) collection time:
February 7, 2022, February 8, 2022 (9:00-11:30 a.m. and 13:30-16:30 a.m.)
(III) collection method:
It is publicly disclosed on cninfo (www.cn. Info. Com. CN.), the designated information disclosure media of the company 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: sign the power of attorney and submit the following relevant documents to the office of the board of directors of the company as required: (1) if the entrusted voting shareholder is a natural person shareholder, it shall submit: a copy of my ID card, a copy of the shareholder’s account card and the original power of attorney.
(2) 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 and ID card of the legal representative, a copy of the shareholder’s account card and the original power of attorney; 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.
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by a 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 to the address specified in this report by personal delivery, registered letter or express mail within the collection time; If registered mail or express mail is adopted, the time of receipt shall be subject to the time received by the office of the board of directors of the company.
The designated address and addressee of the power of attorney and related documents delivered by the shareholders entrusted to vote are:
Attention: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) Board Office
Contact address: No. 67, Pingsheng Road, Shengpu, Suzhou Industrial Park
Postal Code: 215126
Tel.: 0512-62525575
Contact Fax: 0512-62527116
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate the words “power of attorney for independent directors to solicit voting rights” in a prominent position.
Step 4: the law firm witnessed the first extraordinary general meeting of shareholders in 2022 will conduct formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. Verified to be effective
(V) after the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment meeting all the following conditions will be confirmed to be valid:
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 in accordance with the format specified in the annex to this report, with clear authorization content, 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 a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his authorization are different, the last power of attorney signed by the shareholder shall be effective. If the signing time cannot be judged, the last power of attorney received shall be effective.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy, but shall not participate in the voting.
(VIII) in case of the following circumstances in the confirmed valid authorization, the collector can deal with it in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection matters to the collector, and explicitly revokes the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will determine that its authorization to the collector 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 on-site meeting registration, the solicitor will deem 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 select one of the affirmative, negative and abstention. If more than one is selected or not selected, the solicitor will deem its authorization invalid. It is hereby announced.
Collected by: Ma Yunyan
January 17, 2022
enclosure:
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
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 report on public solicitation of entrusted voting rights by Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) independent directors prepared and announced by the collector for this solicitation of voting rights, the notice on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents before signing this power of attorney, We have fully understood the voting rights solicitation and other relevant situations.
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 Yunyan, an independent director of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) to attend the first extraordinary general meeting of shareholders in Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 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:
Note: agree to oppose the waiver proposal, and check the name of the proposal
The coded column can be
By vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 about the company’s restricted stock incentive plan in 2022 √
(Draft) > and abstract motion
2.00 implementation plan on the company’s restricted stock incentive plan in 2022 √
Proposal on implementation of assessment management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s
3.00 discussion on matters related to 2020 restricted stock incentive plan √
Case
Note: 1. 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 is reviewing
