Securities code: 300551 securities abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) Announcement No.: 2022-008 Shanghai Guao Electronic Technology Co.Ltd(300551)
Announcement on the report on public solicitation of entrusted voting rights by independent directors
Independent director Chen Zhenting 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 contents of the announcement are consistent with the information provided by the information disclosure obligor. important clause
1. This solicitation of voting rights is a public solicitation according to law, and the soliciter, Ms. Chen Zhenting, 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. The collector promises not to transfer its shares from the collection date to the announcement of the resolution of the general meeting of shareholders deliberating the collection proposal.
According to 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"), Chen Zhenting, an independent director of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as the "company"), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the company's 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan") to be considered at the first extraordinary general meeting of 2022 to be held on February 7, 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 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, I only solicit the shareholders' entrusted voting rights for the relevant proposals of the company's restricted stock incentive plan in 2022 considered at the first extraordinary general meeting of shareholders in 2022 to prepare and sign this report. The collector guarantees that there are no false records, misleading statements or major omissions in this collection 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. This report is on cninfo.com (www.cn. Info. Com. CN), an information disclosure website 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, 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. This report is only for the purpose of soliciting voting rights this time, and shall not be used for any other purpose. 2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
Chinese Name: Shanghai Guao Electronic Technology Co.Ltd(300551)
English Name: Shanghai Guao Electronic Technology Co., Ltd
Registered address: No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai
Listing time: October 18, 2016
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551)
Stock Code: 300551
Legal representative: Chen chongjun
Secretary of the board of directors: Chen chongjun (Acting)
Office address: No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai
Postal Code: 200333
Tel: 021-22252595
Fax: 021-22252662
e-mail address: [email protected].
2. Solicitation matters
The solicitors publicly 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 the company's restricted stock incentive plan (Draft) in 2022 and its summary; (2) Proposal on the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022;
(3) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
3、 Basic information of the general meeting of shareholders
For details about the convening of this general meeting of shareholders, please refer to the company's website for information disclosure designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022.
4、 Basic information of the recruiter
1. The current independent director of the company, Ms. Chen Zhenting, is the person soliciting voting rights. The basic information is as follows:
Ms. Chen Zhenting, born in 1962, Chinese nationality, without overseas permanent residency, master's degree, certified public accountant; Since 1984, he has served as an associate professor of accounting in Shanghai University of Finance and economics. Since 2020, he has served as an independent director of the company and concurrently as an Tibet Summit Resources Co.Ltd(600338) independent director.
2. As of the disclosure date of this announcement, the collector has not held shares of the company, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. 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 relationship with the company's directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest between the collector and the proposals involved in the solicitation of voting rights.
4. The subject qualification of the solicitor shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
5、 Voting opinions and reasons of the collector on the solicitation matters
In order to further establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, expand the coverage of incentive objects, strengthen incentive effect and promote the long-term and stable development of the company, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the self regulatory guide No. 1 for GEM listed companies of Shenzhen stock exchange - business handling and other relevant laws The regulations, normative documents and the articles of association have formulated the company's restricted stock incentive plan for 2022 (Draft) and its abstract. As an independent director of the company, the recruiter attended the 21st Meeting of the Fourth Board of directors held on January 19, 2022, He also voted in favor of the proposal on the company's restricted stock incentive plan in 2022 (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and expressed independent opinions on the relevant proposals.
6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and the provisions of 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:
(I) solicitation object: the shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting after the transaction on the afternoon of January 26, 2022. (II) collection time: from January 27, 2022 to February 6, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m.).
(III) collection method: it is publicly available on the information disclosure website designated by the CSRC (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 power of Shanghai Guao Electronic Technology Co.Ltd(300551) 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 Securities Department of the company shall sign and receive the power of attorney and other relevant documents for the collection of entrusted voting rights:
1. If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the legal person's business license, the original identity certificate of the legal representative, the original power of attorney and the shareholder's 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 shareholder 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 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 by personal delivery, registered letter or express mail within the collection time and 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 related documents delivered by the shareholders entrusted to vote are:
Address: No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai
Attention: Shanghai Guao Electronic Technology Co.Ltd(300551) Securities Department
Postal Code: 200333
Tel: 021-22252595
Fax: 021-22252662
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 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 entrustment after review and confirmation will be submitted to the collector by the witness lawyer. (V) after the documents submitted by the entrusted voting shareholders are delivered, the authorization that meets all the following conditions will be confirmed as valid:
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 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, the content of the grant 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 a shareholder repeatedly grants his / her voting right to the soliciter, but the granting 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. You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
(VII) shareholders may attend the meeting in person or by proxy after granting the voting right to the soliciter.
(VIII) in case of any of the following circumstances with regard to the confirmed effective authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation to the solicitor, and explicitly 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 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 registration time of the on-site meeting, 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 solicitor will deem the delegation invalid.
It is hereby announced.
Collected by:
Attachment to January 19, 2022: power of attorney for public solicitation of voting power of independent directors
enclosure:
Shanghai Guao Electronic Technology Co.Ltd(300551)
Power of attorney for public solicitation of voting power of independent directors
I / the company, as the principal, confirm that I / we have carefully read the full text of the report on public solicitation of entrusted voting rights by Shanghai Guao Electronic Technology Co.Ltd(300551) independent directors, the notice on convening the first extraordinary general meeting of the company in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights before signing this power of attorney, We 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 the power of attorney or modify the content of the power of attorney at any time according to the procedures determined in the report on public solicitation of voting rights by independent directors.
I / the company, as the grantor, hereby authorize Shanghai Guao Electronic Technology Co.Ltd(300551) independent director Chen Zhenting to act as the grantor
