Securities code: 300909 securities abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Announcement No.: 2022-008
Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Report on public solicitation of entrusted voting rights by independent directors
Independent director Ma Yingbing guarantees that the information provided by 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.
Special statement:
1. This solicitation of voting rights is a public solicitation in accordance with the law, and the collector Ma Yingbing 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 solicitor 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”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Ma Yingbing, an independent director of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (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 11, 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 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
Mr. Ma Yingbing, the collector, only solicited the shareholders’ entrusted voting rights for the relevant proposals of the company’s 2022 restricted stock incentive plan considered at the company’s first extraordinary general meeting in 2022, and made and signed this report. The solicitor guarantees that there are no false records, misleading statements or major omissions in this solicitation 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
(1) Chinese Name: Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
(2) English Name: Shenzhen Hui Chuang Da Technology Co., Ltd
(3) Date of establishment: February 2, 2004
(4) Registered address: building 2-2 (5), tongfuyu Industrial Zone, Aiqun Road, Shiyan street, Bao’an District, Shenzhen, Guangdong province stock listing time: November 18, 2020
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
(8) Stock Code: 300909
(9) Legal representative: Li Ming
(10) Secretary of the board of directors: Xu Wenlong
(11) Office address: building 2-2 (12), tongfuyu Industrial Zone, Aiqun Road, Shiyan street, Bao’an District, Shenzhen, Guangdong Province postcode: 518108
(13) Tel: 0755-27356897
(14) Fax: 0755-27356884
(15) Internet address: www.hcdtechnology.com com.
(16) Email: ir@cn -hcd. com.
2. Solicitation matters
The soliciter will 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:
Proposal 1: proposal on and its summary;
Proposal 2: proposal on the administrative measures for the implementation and assessment 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 the company’s restricted stock incentive plan in 2022.
3、 Basic information of this shareholders’ meeting
For details on the convening of the general meeting of shareholders, see the information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）The disclosed notice of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007).
4、 Basic information of the recruiter
(I) MA Yingbing, the independent director of the company, is the person who solicits voting rights. The basic information is as follows: Mr. Ma Yingbing, Chinese nationality, has no permanent right of residence abroad, was born in January 1968 and has a master’s degree. From July 1990 to May 1995, he served as secretary of the Youth League Committee of Zhongbei University (North China Institute of Technology); From June 1995 to October 1998, he served as the manager of the Foreign Cooperation Department of Nanfang Software Park (Zhuhai) Development Co., Ltd; From October 1998 to October 1999, he served as the general manager of Guangzhou Panyu Yunguang Software Co., Ltd; From January 2002 to May 2003, served as the deputy general manager of Guangzhou Xuanyuan Network Engineering Co., Ltd; From June 2003 to December 2004, served as the assistant general manager of Guangzhou Zhengdao Technology Co., Ltd; From January 2005 to October 2006, served as the general manager of South China of Kesen information technology (Asia) Co., Ltd; From November 2006 to February 2011, he served as the regional manager of industrial and commercial enterprise application software in South China of Oracle (China) Software System Co., Ltd; From March 2011 to April 2019, served as vice president of Wensi Haihui Technology Co., Ltd. Guangzhou Branch; From November 2014 to June 2019, he served as Szzt Electronics Co.Ltd(002197) independent director. Since July 2017, he has served as an independent director of the company.
(II) as of the disclosure date of this announcement, the collector has not held 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.
(III) 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, 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.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 23rd Meeting of the second board of directors held on January 19, 2022, And voted in favor of the proposal on and its summary, the proposal on < Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 restricted stock incentive plan, And expressed independent opinions on relevant motions.
6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and 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 the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and have gone through the registration procedures for attending the meeting as of February 7, 2022.
(II) collection time: February 7, 2022 – February 9, 2022 (9:30-11:30 a.m. and 13:30-17:30 p.m.).
(III) solicitation method: it is publicly available on cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the CSRC 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 Shenzhen Hui Chuang Da Technology Co.Ltd(300909) independent directors to publicly solicit voting rights (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 solicitation 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 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 the 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 deliver them 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 relevant documents delivered by the shareholder who entrusts to vote are:
Attention: Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Contact address: building 2-2, tongfuyu Industrial Zone, Aiqun Road, Shiyan street, Bao’an District, Shenzhen, Guangdong Province
Postal Code: 518108
Tel: 0755-27356972
Fax: 0755-27356884
Please properly seal all the documents submitted, indicate the contact number and contact person of the entrusted voting shareholder, and mark “report on public solicitation of entrusted voting rights by independent directors” in a prominent position.
The lawyer of the law firm hired by the company to witness the first 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.
(V) 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 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 the shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is 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) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can 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, and expressly 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 deadline of the registration of the on-site meeting, the solicitor will determine 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.
Soliciter: Ma Yingbing January 26, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
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 Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 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, We have fully understood the relevant conditions of this solicitation of voting rights.
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