Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Report on public solicitation of entrusted voting rights by independent directors
Important:
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 Zhengxi, an independent director of Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as the “company”), is entrusted by other independent directors as the soliciter, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on February 14, 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
I, Liu Zhengxi, as the soliciter, have prepared and signed this report by soliciting shareholders’ entrusted voting rights for the second extraordinary general meeting of shareholders to be held in 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors. 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 published on cninfo, the gem information disclosure website 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 of laws, regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
corporate name; Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Stock exchange of the company: Shenzhen Stock Exchange
Stock abbreviation: Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Stock Code: 300393
Legal representative: Lin Jianwei
Secretary of the board of directors: Li Na
Contact address: Qingnian Road, Changkun Industrial Park, Shajiabang Town, Changshu City, Jiangsu Province Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Tel: 86-512-52933702
Contact Fax: 86-512-52334544
Internet address: www.jolywood.com cn.
mail box: [email protected].
Postal Code: 518133
2. Matters of this solicitation
The solicitors publicly solicit the entrusted voting rights from all shareholders of the company for the proposals related to the restricted stock incentive plan considered at the second extraordinary general meeting of shareholders in 2022. The proposals are as follows:
Proposal 1: proposal on the company’s 2022 restricted stock incentive plan (Draft) > 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 the company’s restricted stock incentive plan in 2022.
3、 Basic information of this shareholders’ meeting
For details on the convening of this extraordinary general meeting, please refer to the gem information disclosure website designated by the CSRC on the same day (www.cn. Info. Com. CN.) Notice on convening the second extraordinary general meeting of shareholders in 2022.
4、 Basic information of the recruiter
1. Liu Zhengxi, the current independent director of the company, is the person who solicits voting rights. His basic information is as follows: Mr. Liu Zhengxi, Chinese nationality, has no right of abode abroad, was born in June 1964, is a first-class lawyer, director of Zhejiang Taiwen law firm, executive director of Zhejiang Lawyers Association, President of Taizhou Lawyers Association, and deputy to the 12th and 13th National People’s Congress of Zhejiang Province, Thousands of good secretaries in Zhejiang Province. He has won the title of national excellent lawyer, the model of Party member lawyer in the national initiative for excellence in the lawyer industry, the excellent lawyer in Zhejiang Province, the top ten lawyers in Zhejiang Province, the outstanding contribution award for the lawyer industry in Zhejiang Province, the model Party member lawyer in the lawyer industry in Zhejiang Province, and the “second hundred outstanding figures” of the judicial administration system in Zhejiang Province. He has been rated as the top talent of Taizhou City for three consecutive times, Member of the legislative expert pool of Taizhou Municipal People’s Congress, who once made a collective second-class merit and an individual third-class merit, and vice president of Taizhou Arbitrators Association. He has served as an independent director of the company since July 2017.
2. At present, the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. 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 with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 21st Meeting of the Fourth Board of directors held on January 26, 2022 and made comments on the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock 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 incentive plan in 2022 voted for approval.
6、 Solicitation scheme
In accordance with the current laws, administrative 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: all shareholders of the company who have registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and gone through the registration procedures for attending the meeting as of the afternoon of February 7, 2022.
(II) collection time: February 10, 2022 to February 11, 2022 (9:00-12:00 a.m. and 14:00-17:00 p.m.).
(III) solicitation method: it is publicly available on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Issue an announcement 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 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: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the Securities Affairs Department of the company entrusted by the collector; The Securities Affairs 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 business license of the legal person, the original identity certificate of the legal representative, the original power of attorney and the stock 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 the stock 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 Affairs 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:
Address: Qingnian Road, Changkun Industrial Park, Shajiabang Town, Changshu, Jiangsu Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Attention: Jolywood (Suzhou) Sunwatt Co.Ltd(300393) Securities Department
Postal Code: 215542
Tel: 86-512-52933702
Fax: 86-512-52334544
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 entrusted voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer shall confirm the valid vote: the witness lawyer of the law firm hired by the company will conduct formal review on the documents listed above submitted by corporate shareholders and individual 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 shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
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.
(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.
Soliciter: Liu Zhengxi January 26, 2022 Annex: power of attorney of independent directors on public solicitation of voting rights for equity incentive
enclosure:
Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
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 have carefully read the full text of the report on public solicitation of entrusted voting rights by independent directors, the notice on convening the second extraordinary general meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, 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 in the report on the solicitation of voting rights by independent directors.
As the authorized principal, I / the company hereby authorize Mr. Liu Zhengxi, an independent director of Jolywood (Suzhou) Sunwatt Co.Ltd(300393) to attend the second extraordinary general meeting of shareholders in Jolywood (Suzhou) Sunwatt Co.Ltd(300393) 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:
No. name of proposal: agree, oppose and abstain
100 general proposals: represent all the following proposals
1.00 about the company’s restricted stock incentive plan in 2022 (Draft) > and its summary
Proposal for
2.00 management measures for the assessment of the implementation of the company’s restricted stock incentive plan in 2022 >
Proposal for
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s restricted shares in 2022
Proposal on matters related to incentive plan
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, it will be deemed that the authorized client abstains from voting on the deliberation items. The copy of this power of attorney is valid; The entrustment of the unit must be signed by the legal representative of the unit and stamped with the official seal of the unit.
Name of the client (signature and seal):
Principal’s ID number (business license number):
Number of shares held by the principal:
Account number of the principal’s shareholder:
Contact information of the client:
trustee:
The ID number of the trustee:
Contact information of the trustee:
Date of authorization: the term of validity of this authorization: from the date of signing this power of attorney to the end of the second extraordinary general meeting of shareholders in 2022.
(there is no text on this page, which is the signature page of the report on public solicitation of entrusted voting rights by independent directors of Suzhou Zhonglai Xincai Co., Ltd.)
Signature of independent director:
Date: January 26, 2022
