Securities code: 688260 securities abbreviation: Suzhou Gyz Electronic Technology Co.Ltd(688260) Announcement No.: 2022-004 Suzhou Gyz Electronic Technology Co.Ltd(688260)
Announcement on public solicitation of entrusted voting rights by independent directors
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
● starting and ending time of solicitation of voting rights: from February 17, 2022 to February 18, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.)
● 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 (hereinafter referred to as the "measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Liu Haiyan, an independent director of Suzhou Gyz Electronic Technology Co.Ltd(688260) (hereinafter referred to as the "company"), is the collector, Solicit voting rights from all shareholders of the company on the proposals related to the equity incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 22, 2022. 1、 Basic information of the collector, voting opinions on voting matters and reasons
Liu Haiyan, the independent director of the company, is the person who collects voting rights this time. The basic information is as follows:
Ms. Liu Haiyan, born in December 1965, Chinese nationality, without permanent residency abroad, has a master's degree. From July 1987 to now, he has been a teacher of Soochow Business School of Suzhou University; Since September 2013, he has also served as the director of the Department of Finance and accounting of the school of business, School of applied technology, Suzhou University; From September 2010 to September 2013, he served as an independent director of Suzhou Kuaike photovoltaic Electronics Co., Ltd; From September 2010 to March 2012, he served as an independent director of AEM Technology (Suzhou) Co., Ltd; From December 2014 to August 2018, he served as an independent director of Jiangsu Zhongming Xianghe Precision Industry Co., Ltd; From October 2015 to November 2021, he served as Suzhou Jinhong Gas Co.Ltd(688106) independent director; Since October 2016, he has served as an independent director of Suzhou Huazhijie Telecom Co., Ltd; Since June 2017, he has served as an independent director of Suzhou Kuaike photovoltaic Electronics Co., Ltd; Since June 2017, he has served as an independent director of Suzhou xingnuoqi Technology Co., Ltd; He has been an independent director of the company since December 2019.
The collector does not hold the company's shares, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
The solicitor 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 the solicitation.
The solicitors have attended the 17th meeting of the first board of directors of the company held on January 21, 2022, And voted in favor of the company's proposal on the company's restricted stock incentive plan in 2022 (Draft) > and its summary, the proposal on the company's assessment and management measures for the implementation of the restricted stock incentive plan in 2022, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, As an independent director, he expressed his agreed independent opinions.
The collector believes that 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:
1. Date and time of on-site meeting: 14:30, February 22, 2022
2. Online voting time: February 22, 2022
The company's general meeting of shareholders adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. (II) the venue of the on-site meeting is the company's conference room (III) on the first floor of office building, 269 songjiagang Road, Zhoushi Town, Kunshan City, Suzhou City, Jiangsu Province. It is necessary to solicit the entrusted voting rights
No. proposal name
Non cumulative voting motion
1 proposal on the company's restricted stock incentive plan (Draft) in 2022 and its summary
2 proposal on the company's management measures for the implementation and assessment of the restricted stock incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive
The above proposal has been deliberated and adopted at the 17th meeting of the first board of directors of the company, and the announcement of relevant resolutions was published on the website of Shanghai Stock Exchange (www.sse. Com. CN) on January 21, 2022.
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 16, 2022.
(II) collection time: from February 17, 2022 to February 18, 2022 (9:00-11:30 a.m. and 14:00-17:30 p.m.).
(III) collection method:
It is publicly available on China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) An announcement was issued on the to solicit voting rights.
(IV) 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 the business license, a copy of the legal representative certificate, the original power of attorney and a copy of the shareholder's 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of the shareholder's account card;
And submit the notarial certificate 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 addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: No. 269, songjiagang Road, Zhoushi Town, Kunshan City, Suzhou City, Jiangsu Province
Attention: Wang Shengnan
Tel.: 0512-36831116
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.
(V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after review:
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.
(VI) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the authorized contents 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.
(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.
(VIII) 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 matters to the solicitor, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of 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.
(IX) due to the particularity of soliciting voting rights, when reviewing the power of attorney, only the power of attorney submitted by the shareholders according to this announcement shall be formally reviewed, and whether the signature and seal on the power of attorney and related documents are indeed signed or sealed by the shareholders themselves or issued by the shareholders themselves or their authorized agents shall not be substantially reviewed. The power of attorney and relevant supporting documents that meet the formal requirements specified in this report are confirmed to be valid.
It is hereby announced.
Collected by: Liu Haiyan January 22, 2022
Annex: power of attorney for public solicitation of voting rights of independent directors
Suzhou Gyz Electronic Technology Co.Ltd(688260)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the full text of the report on public solicitation of entrusted voting rights by Suzhou Gyz Electronic Technology Co.Ltd(688260) legislative 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, We have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Suzhou Gyz Electronic Technology Co.Ltd(688260) independent director Liu Haiyan to attend the first extraordinary general meeting of shareholders in Suzhou Gyz Electronic Technology Co.Ltd(688260) 2022 as the agent of the company, 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:
No. name of non cumulative voting proposal agree against abstain
1 about the company's restricted stock incentive plan in 2022 (Draft) >
And its abstract
2 assessment on the implementation of the company's restricted stock incentive plan in 2022
Proposal on management measures
3. On submitting to the general meeting of shareholders of the company to authorize the board of directors to handle 2022
Proposal on issues related to institutional stock incentive plan
(Note: for each proposal, there are three options: "agree", "oppose" and "abstain". Please tick "√" in the corresponding column of voting opinions during voting. For the same proposal, you can only tick "√" in one place. Multiple or omitted choices are deemed as abstaining.)
Name of the client (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:
Validity period of this authorization: from the signing date to the end of the first extraordinary general meeting of shareholders in 2022.
