Securities code: 603626 securities abbreviation: Kunshan Kersen Science & Technology Co.Ltd(603626) Announcement No.: 2022-005 Kunshan Kersen Science & Technology Co.Ltd(603626)
Announcement of independent directors on public solicitation of entrusted voting rights
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● time for collecting voting rights: February 14, 2022 to February 16, 2022
● solicit the voting opinions of the person on all voting matters: agree
● the collector does not hold shares of the company
According to the relevant provisions of the measures for the administration of equity incentive of listed companies issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Wang Shulin, an independent director of Kunshan Kersen Science & Technology Co.Ltd(603626) (hereinafter referred to as “the company” or “the company”), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company on the proposals related to the stock option and restricted stock incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 18, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
I, Wang Shulin, as the recruiter, am currently an independent director of the company and do not hold any shares of the company. I have attended the 23rd Meeting of the third board of directors held by the company on January 21, 2022 and commented on the company’s proposal on and its summary The proposal on the administrative measures for the implementation of the stock option and restricted stock incentive plan in Kunshan Kersen Science & Technology Co.Ltd(603626) 2022, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option and restricted stock incentive plan in 2022, and the proposal on changing the company’s registered capital and amending the articles of association voted in favour, Voting reason: the implementation of equity incentive plan can improve the incentive and restraint mechanism of the company and improve the sustainable development ability of the company; Make operators and shareholders form a community of interests, improve management efficiency and operators’ enthusiasm, creativity and sense of responsibility, and finally improve the company’s performance. The company’s implementation of the equity incentive plan will not harm the interests of the company and all its shareholders. 2、 Basic information of the general meeting of shareholders
(I) meeting time:
Date and time of on-site meeting: 14:00, February 18, 2022
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange. Starting and ending time of online voting: February 18, 2022 to February 18, 2022
(II) site meeting place: 1st floor, administrative building, No. 155, Xinxing South Road, Kunshan Development Zone
(III) proposals considered at the general meeting of shareholders:
1. Deliberating the proposal on and its summary;
2. Deliberating the proposal on the administrative measures for the implementation and assessment of stock option and restricted stock incentive plan in 2022;
3. Review the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option and restricted stock incentive plan in 2022;
4. Review the proposal on changing the registered capital of the company and amending the articles of association.
See the notice on convening the first extraordinary general meeting of shareholders in 2022 Kunshan Kersen Science & Technology Co.Ltd(603626) disclosed by the company in the designated information disclosure media on the same day for the specific contents of this general meeting of shareholders
3、 Solicitation scheme
(I) solicitation object: all shareholders of the company who have been registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and have gone through the registration procedures for attending the meeting as of the afternoon of February 11, 2022.
(II) collection time: February 14, 2022 to February 16, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.).
(III) collection procedure
1. Please 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).
2. The client shall provide the solicitor with a list of documents proving its shareholder identity and the expression of entrustment intention, including but not limited to:
(1) If the voting shareholder is a legal person shareholder, it shall submit a copy of its business license, a copy of its legal representative certificate and the original power of attorney. 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 voting shareholder is an individual shareholder, he shall submit a copy of his ID card and the original power of attorney;
(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 above requirements, 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 date stamped by the post office at the place of arrival shall prevail.
The designated address and recipient information of the power of attorney and related documents delivered by the voting shareholder are as follows:
Address: No. 155, Xinxing South Road, development zone, Kunshan City, Jiangsu Province
Attention: Xu Ning / LV Hongying
Tel: 0512-36688666
Fax: 0512-57478678
Postal Code: 215300
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 voting rights by independent directors” in a prominent position.
(IV) 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 according to the format specified in the annex to this report, and 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.
(V) if a shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the last power of attorney signed by the shareholder is valid. If the signing time cannot be judged, the last power of attorney received is valid.
(VI) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VII) in case of any of the following circumstances in the confirmed valid 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 on-site meeting registration, the solicitor will deem 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 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.
Collector: Wang Shulin attachment: power of attorney for public solicitation of voting rights of independent directors on January 22, 2022
enclosure:
Kunshan Kersen Science & Technology Co.Ltd(603626)
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 announcement of Kunshan Kersen Science & Technology Co.Ltd(603626) independent directors’ public solicitation of entrusted voting rights, the notice of Kunshan Kersen Science & Technology Co.Ltd(603626) on convening the first extraordinary general meeting in 2022 and other relevant documents prepared and announced by the collector for the solicitation of voting rights before signing this power of attorney, We have fully understood the relevant conditions of this solicitation of voting rights. As the authorized principal, I / the company hereby authorize Kunshan Kersen Science & Technology Co.Ltd(603626) independent director Wang Shulin to attend the first extraordinary general meeting of shareholders in Kunshan Kersen Science & Technology Co.Ltd(603626) 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 are as follows:
Name of the proposal: agree against abstention
On stock options and restrictions in 2022
Stock incentive plan (Draft) > proposal on its summary
On stock options and restrictions in 2022
Proposal on the management measures for the implementation and assessment of incentive stock plans
Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s 2022 stock options
Proposal on matters related to restricted stock incentive plan
Proposal on changing the registered capital of the company and amending the articles of Association (Note: for each proposal, there are three options: “agree”, “oppose” and “abstain”. Please tick “√” in the corresponding column of voting opinions when voting. For the same proposal, you can only tick “√” in one place, and multiple or omitted choices are deemed as abstaining.)
Name of entrusted shareholder (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares held by entrusted shareholders:
Entrusted shareholder’s securities account No.:
Signed on:
