Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-009 Sunwoda Electronic Co.Ltd(300207)
Announcement on public solicitation of voting rights by independent directors
Liu Zhengbing, an independent director, guarantees that the information provided to the company is true, accurate and complete
False records, misleading statements or material omissions. The company and all members of the board of directors guarantee the contents of the announcement
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. The soliciter, Mr. Liu Zhengbing, 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, and promises that he will continue to meet the relevant conditions from the solicitation date to the exercise date;
2. The solicitor does not hold shares of 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”) and the entrustment of other independent directors of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as the “company” and the company), As the collector, Mr. Liu Zhengbing, an independent director, solicited voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on February 11, 2022.
1、 Statement of the collector
I, Liu Zhengbing, as the recruiter, guarantee that there are no false records, misleading statements or major omissions in this announcement, 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 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 performance of this solicitation report does not violate or conflict with any provision in laws, regulations, Sunwoda Electronic Co.Ltd(300207) articles of association or the company’s internal system.
2、 Basic information of the recruiter
1. The current independent director of the company, Mr. Liu Zhengbing, is the person collecting voting rights. The basic information is as follows:
Liu Zhengbing: male, born in December 1969, Chinese nationality, without overseas permanent residency, doctor of management, accountant (enterprise) and economist (Finance). From July 1997 to may 2015, he worked in the office of Longgang District Party committee and government of Shenzhen, the Publicity Department of Shenzhen Municipal Party committee, Shenzhen human settlements and Environment Committee, Urban Construction Bureau of Guangming New Area and urban construction investment company of Guangming New Area. From May 2015 to November 2019, he worked in Mys Group Co.Ltd(002303) group as a director and deputy general manager of the company. From November 2019 to may 2021, he worked in Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) as a director and executive deputy general manager of the company. He has been an independent director of Sunwoda Electronic Co.Ltd(300207) since May 2018. 2. 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 there is no interest between the collector and the proposals involved in the solicitation of voting rights.
3、 Specific matters of soliciting voting rights
1. Session and proposal name of the general meeting of shareholders involved in the solicitation of voting rights
The collector shall publicly solicit voting rights from all shareholders of the company for the following proposals considered at the second extraordinary general meeting of shareholders in 2022:
Proposal name
Serial number
Non cumulative voting motion
1. Proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock and stock option incentive plan in 2022
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 and stock option incentive plan in 2022
4 proposal on applying for credit line from banks and other financial institutions
5. Proposal on the company’s foreign exchange hedging business
6 proposal on cash management using idle self owned funds
7. Proposal on providing guarantee for subsidiaries
For details on the convening of this general meeting, please refer to the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）The disclosed notice of Sunwoda Electronic Co.Ltd(300207) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-015).
2. Solicit opinions
As an independent director of the company, the recruiter attended the 23rd Meeting of the 5th board of directors held on January 19, 2022, and made comments on the proposal on the company’s incentive plan for restricted shares and stock options in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock and stock option 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 and stock option incentive plan in 2022, the proposal on applying for credit line from banks and other financial institutions The proposal on the company’s foreign exchange hedging business, the proposal on using idle self owned funds for cash management and the proposal on providing guarantee for subsidiaries all voted for approval, and expressed independent opinions on the relevant proposals.
The collector believes that the company’s restricted stock and stock option incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “this incentive plan”) is conducive to promoting the sustainable development of the company, forming a long-term incentive mechanism for core personnel, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The incentive objects of the company’s incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. For the proposals related to the company’s restricted shares and stock option incentive plan in 2022 deliberated at the second extraordinary general meeting of shareholders in 2022, the collector will exercise the voting rights on behalf of the shareholders according to the opinions of the shareholders; For other proposals considered at the second extraordinary general meeting of shareholders in 2022, the collector will exercise the agreed voting rights on behalf of the shareholders according to the opinions of the collector.
3. Solicitation scheme
In accordance with the current laws, regulations, normative documents and the articles of association of China, the collector has formulated the voting right collection plan, which is as follows:
(1) Confirmation date of collecting voting rights: as of February 7, 2022, 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.
(2) Collection period: February 8, 2022 (9:30-11:30 a.m. and 13:30-17:30 p.m.). (3) Solicitation method: in an open manner on the information disclosure website designated by the CSRC, http://www.cn.info.com.cn Make an announcement on the to solicit voting rights.
(4) Solicitation procedures and steps
Step 1: fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
Step 2: submit the power of attorney and other relevant documents signed by me to the company secretary office entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the company’s secretary office for the solicitation of voting rights:
① If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, the original certificate of legal representative, the original power of attorney, Shenzhen a securities account card (or the documents issued by the securities business department that can prove the identity of the account holder, such as the confirmation of account opening, application form for account opening, etc.); All documents provided by 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, Shenzhen a securities account card (or the documents issued by the securities business department that can prove the identity of the account holder, such as account opening confirmation, account opening application form, etc.);
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 period and at the address specified in this report; In case of fax, registered mail or express mail, the time of receipt shall be subject to the time of receipt by the Secretary Office of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders with voting rights are:
Attention: Zeng Yu, Liu Rongbo
Contact address: No. 2, Yihe Road, Shilong community, Shiyan street, Bao’an District, Shenzhen
Postal Code: 518108
Tel: 0755-27352064
Company fax: 0755-29517735
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted with voting rights, and indicate “power of attorney for independent directors to solicit voting rights” in a prominent position.
Step 4: the witness lawyer shall confirm the valid votes
The lawyer of the law firm hired by the company to witness the second 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. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(5) After the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment 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 announcement;
② Submit the power of attorney and relevant documents within the collection period;
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 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.
(6) If a shareholder entrusts his / her voting right to the soliciter repeatedly, but the contents of his / her 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. 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.
(7) After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy.
(8) In case of any of the following circumstances in the confirmed valid authorization, the collector can handle it according to the following methods: ① after the shareholder entrusts the voting right of the collection to the collector, the collector will recognize that its authorization to the collector will automatically become invalid if it expressly revokes the authorization to the collector in writing before the deadline of the on-site meeting registration;
② After the shareholder entrusts the voting right authorization of the solicitation to the solicitor, if the shareholder fails to revoke the authorization before the solicitor exercises the voting right on his behalf, but attends the general meeting of shareholders and independently exercises the voting right before the solicitor exercises the voting right on his behalf, it shall be deemed that the voting right authorization has been revoked;
③ 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;
④ 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. 4、 Legal opinions issued by lawyers
The legal opinion issued by the lawyer hired by the collector shall include the following concluding opinions:
1. Whether the soliciter meets the conditions specified in Article 3 of the Interim Provisions on the administration of the rights of shareholders of publicly solicited listed companies;
2. Whether the solicitation procedure is legal and compliant;
3. Other matters required to be explained by the applicant or the exchange.
It is hereby announced.
Recruiter: Liu Zhengbing
January 20, 2022
Annex: power of attorney for independent directors to solicit voting rights
enclosure:
Sunwoda Electronic Co.Ltd(300207)
Power of attorney for independent directors to solicit voting rights
As the principal, I / we confirm that I / we have carefully read the full text of the announcement on public solicitation of voting rights by Sunwoda Electronic Co.Ltd(300207) independent directors, the notice on convening the second extraordinary general meeting of shareholders in 2022 and other relevant documents prepared by the collector for this solicitation of voting rights before signing this power of attorney, and have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Liu Zhengbing, an independent director of Sunwoda Electronic Co.Ltd(300207) to attend the second extraordinary general meeting of shareholders in 2022 as my / the company’s agent, and exercise the voting right on the matters of proposals 1-3 according to the instructions of this power of attorney; Exercise the voting right of consent to the matters in proposal 4-7.
My / our company’s voting opinions on this solicitation of voting rights are as follows:
No. the content of the proposal is agreed, opposed and waived
About the company’s restricted shares and
1 stock option incentive plan (Draft) > and its summary
Proposal to be
《
