Securities code: 300604 securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) Announcement No.: 2022-007 Hangzhou Chang Chuan Technology Co.Ltd(300604)
Announcement of independent directors on public solicitation of voting rights
Huang Ying, 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 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 in accordance with the law, and the collector Huang Ying meets the solicitation conditions specified in Article 90 of the securities law, 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 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 Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as the “company”), As the collector, Huang Ying, an independent director, solicited voting rights from all shareholders of the company on the proposals related to the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) considered at the first extraordinary general meeting of the company in 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 the announcement on public solicitation of voting rights by independent directors (hereinafter referred to as “the announcement”), and are not responsible for the contents of the announcement. Any statement to the contrary is a false statement.
1、 Statement of the collector
As the collector, Huang Ying, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, made and signed this announcement to solicit shareholders’ voting rights on the proposals related to the incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and will bear separate and joint legal liabilities for its authenticity, accuracy and integrity, and will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of voting rights is publicly conducted free of charge. This announcement is on cninfo.com, an information disclosure website designated by the China Securities Regulatory Commission on the gem（ http://www.cn.info.com.cn. ）No unauthorized release of information. 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, misleading statements or major omissions.
The soliciter has obtained the consent of other independent directors of the company to solicit voting rights this time. The performance of this announcement will not violate or conflict with any provisions of laws, regulations, the articles of association or internal system.
2、 Basic information of the recruiter
(I) Huang Ying, the current independent director of the company, is the person soliciting voting rights. Her basic information is as follows: Ms. Huang Ying, born in February 1974, Chinese nationality, has no permanent right of residence abroad, has a doctoral degree, professor and doctoral supervisor, has been engaged in research and teaching in American universities for a long time, and once served as the director of the Department of Finance and accounting of Zhejiang University. He is currently a professor in the school of management of Zhejiang University, a doctoral supervisor in accounting and finance, the director of the capital market research center of Zhejiang University, and an independent director of Zhejiang Yingte Group Co., Ltd. Ningbo Fuda Intelligent Technology Co., Ltd.
(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 company’s equity; As an independent director of the company, he has no relationship with the company’s directors, 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
(I) matters of this solicitation
The solicitors openly solicit voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary; Proposal 2: proposal on the company’s measures for the assessment and management of the implementation of the 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 equity incentive.
(II) basic information of the general meeting of shareholders
For details on the convening of this extraordinary general meeting of shareholders, please refer to the company’s website cninfo (www.cn. Info. Com. CN.) designated by China Securities Regulatory Commission on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022.
(III) solicitation proposal
Voting intention of the collector: as an independent director of the company, the collector attended the fourth meeting of the third board of directors held by the company on January 21, 2022 and commented on the proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary Both the proposal on the company’s measures for the implementation and assessment of the 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 voted in favour.
Voting reason of the collector: the collector believes that the company’s restricted stock incentive plan is conducive to establishing the benefit sharing mechanism between the company’s employees and shareholders, improving the company’s long-term incentive mechanism, and there is no damage to the interests of the company and all shareholders.
(III) collection scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, the soliciter has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
1. Solicitation object: 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 as of January 30, 2022.
2. Solicitation time: January 28, 2022 to January 29, 2022 (9:00-11:00 a.m.; 14:00-17:00 p.m.).
3. Solicitation method: open on cninfo (www.cn. Info. Com. CN.) Make an announcement on the to solicit voting rights.
4. Solicitation procedures and steps
(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 announcement (hereinafter referred to as the “power of attorney”).
(2) Submit the power of attorney and other relevant documents signed by me to the office of the board of directors of the company entrusted by the collector; The office of the board of directors of the company shall sign and receive the power of attorney and other relevant documents 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 and the shareholder account card; 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 shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her 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.
(3) After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 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 office of the board of directors of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Attention: Hangzhou Chang Chuan Technology Co.Ltd(300604) Board Office
Contact address: No. 410 Jucai Road, Binjiang District, Hangzhou City, Zhejiang Province Hangzhou Chang Chuan Technology Co.Ltd(300604)
Postal Code: 310051
Tel.: 0571-85096193
Contact Fax: 0571-88830180
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 independent directors to solicit voting rights” in a prominent position.
5. After the documents submitted by the entrusted voting shareholders are delivered, the witness lawyer of the law firm hired by the company will review the documents listed above submitted by the corporate shareholders or individual shareholders. 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 announcement;
(2) Submit the power of attorney and relevant documents within the collection 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.
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.
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 the following circumstances in the confirmed valid authorization, the collector can deal with them in accordance with 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 cancels the authorization to the collector in writing before the deadline of the on-site meeting registration;
(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 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.
Annex: power of attorney for public solicitation of voting rights by independent directors
Collected by: Huang Ying January 21, 2022 Annex:
Hangzhou Chang Chuan Technology Co.Ltd(300604)
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 announcement on public solicitation of voting rights by Hangzhou Chang Chuan Technology Co.Ltd(300604) independent directors, the notice on convening the first 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 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 announcement of independent directors’ solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director Huang Ying as my / the company’s agent to attend the first extraordinary general meeting of shareholders in Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 and entrust the voting rights corresponding to all the shares held by Hangzhou Chang Chuan Technology Co.Ltd(300604) to Hangzhou Chang Chuan Technology Co.Ltd(300604) independent director Huang Ying to exercise.
My / our company’s voting opinions on this solicitation of voting rights are as follows:
Remarks: agree to oppose the abstention proposal No. the content of the proposal shall be printed in this column
Ticked column
Objective can
vote
Non cumulative voting proposal
100 total proposal √
1.00 incentive plan for restricted shares of the company in 2022 (D √)
Proposal and its summary
2.00 implementation of the company’s restricted stock incentive plan in 2022 √
Proposal on assessment management measures
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive √
Proposal on relevant matters
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,
