Securities code: 600905 securities abbreviation: China Three Gorges Renewables (Group) Co.Ltd(600905) Announcement No.: 2022-008 China Three Gorges new energy (Group) Co., Ltd
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Starting and ending time of solicitation of voting rights: from February 18, 2022 to February 21, 2022
(9:30-11:30 am, 13:00-15:00 PM)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
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, Wang Yonghai, an independent director of China Three Gorges new energy (Group) Co., Ltd. (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 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 23, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
Wang Yonghai, the independent director of the company, is the person who collects voting rights this time. The basic information is as follows:
Mr. Wang Yonghai, male, born in July 1965, postdoctoral, CPC member, Han nationality. From July 1986 to now, he has successively served as teaching assistant, lecturer, associate professor and professor of Wuhan University.
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.
Wang Yonghai, the recruiter, has attended the 35th meeting of the first board of directors of the company held on November 26, 2021, And the company’s proposal on the restricted stock long-term incentive plan (Draft) of China Three Gorges new energy (Group) Co., Ltd. and its summary, the proposal on the restricted stock incentive plan (Draft) of China Three Gorges new energy (Group) Co., Ltd. in 2021 and its summary, and the proposal on China Three Gorges new energy (Group) Proposal on measures for the administration of restricted stock long-term incentive plan of China Three Gorges new energy (Group) Co., Ltd.; proposal on measures for the performance evaluation of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021; proposal on measures for the administration of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock long-term incentive plan, the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 and other proposals voted in favor, and expressed independent opinions on the implementation of the incentive plan of the company.
The collector believes that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no damage to the rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
2、 Basic information of this shareholders’ meeting
(I) meeting time
On site meeting time: 10:00 on February 23, 2022
Online voting time: February 23, 2022
The online voting system of Shanghai Stock Exchange is adopted. 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, 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) venue of the on-site meeting: room 1203, building T1, poly Duhui, No. 156, Xinhua North Street, Tongzhou District, Beijing
(III) proposal to solicit voting rights:
No. proposal name
Non cumulative voting motion
Long term incentive plan for restricted stock of China Three Gorges new energy (Group) Co., Ltd. (Draft)
Proposal and its abstract
2 proposal on 2021 restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. (Draft) and its abstract
3. Proposal on the measures for the administration of restricted stock long-term incentive plan of China Three Gorges new energy (Group) Co., Ltd
4 proposal on the performance evaluation measures for the restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021
5 proposal on the measures for the administration of restricted stock incentive plan of China Three Gorges new energy (Group) Co., Ltd. in 2021
6. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the long-term incentive plan for restricted shares of the company
7 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021
The notice of the company’s first extraordinary general meeting in 2022 is detailed in the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 8, 2022 Notice of China Three Gorges new energy (Group) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007).
3、 Solicitation scheme
(I) object of solicitation: all shareholders of the company who have been registered in the Shanghai Branch of China Securities Depository and Clearing Corporation Limited and have gone through the registration procedures for attending the meeting as of the afternoon of February 17, 2022.
(II) collection time: February 18, 2022 – February 21, 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 public solicitation of voting rights of independent directors (hereinafter referred to as the power of attorney) item by item according to the format and content determined in the annex to this announcement.
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 shareholder entrusted to vote is a legal person shareholder, it shall submit a copy of the business license, a copy of the identity certificate of the legal representative, 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 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 a copy of the shareholder’s 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.
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 deliver them at the address specified in this announcement; If a registered letter or express mail is adopted, the date stamped by the post office at the place of arrival shall be the date of service.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: building T1, poly Duhui, No. 156, Xinhua North Street, Tongzhou District, Beijing
Attention: Zhao Xing
Tel: 010-58689199
Contact Fax: 010-58689734
Postal Code: 101100
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.
(IV) 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 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, and the authorization content 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 repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his 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.
(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 the following circumstances in the confirmed valid authorization, the collector can deal with it according to the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, if the shareholder expressly revokes the authorization to the collector in writing before the deadline of the on-site meeting registration, the collector will recognize that its authorization to the collector 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 registration time of the on-site meeting, the solicitor will consider its authorization to the solicitor to be automatically 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: Wang Yonghai February 8, 2022 attachment: power of attorney for public solicitation of voting rights of independent directors of China Three Gorges new energy (Group) Co., Ltd
enclosure
China Three Gorges new energy (Group) Co., Ltd
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 of China Three Gorges new energy (Group) Co., Ltd. on public solicitation of entrusted voting rights by independent directors made and announced by the solicitor for this solicitation of voting rights before signing this power of attorney The notice of China Three Gorges new energy (Group) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents have fully understood the relevant conditions such as the solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Wang Yonghai, an independent director of China Three Gorges new energy (Group) Co., Ltd., to attend the first extraordinary general meeting of shareholders of China Three Gorges new energy (Group) Co., Ltd. in 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 non cumulative voting proposal agree against abstain
Restricted stock of China Three Gorges new energy (Group) Co., Ltd
1. Proposal on long term incentive plan (Draft) and its summary
2021 life of China Three Gorges new energy (Group) Co., Ltd
2. Proposal on institutional stock incentive plan (Draft) and its summary
Restricted stock of China Three Gorges new energy (Group) Co., Ltd
3. Proposal on measures for the administration of long-term incentive plans
2021 life of China Three Gorges new energy (Group) Co., Ltd
4. Proposal on performance appraisal measures of institutional stock incentive plan
2021 life of China Three Gorges new energy (Group) Co., Ltd
5. Proposal on the measures for the administration of institutional stock incentive plans
About requesting the general meeting of shareholders of the company to authorize the board of directors to handle the restrictive measures of the company
6. Proposal on matters related to long-term stock incentive plan
About requesting the general meeting of shareholders of the company to authorize the board of directors to handle the company’s 2021
7. Proposal on matters related to restricted stock incentive plan
(Note: for each proposal, there are three options: “agree”, “oppose” and “abstain”. When voting, please mark “√” in the corresponding column of voting opinions. For the same proposal, you can only mark “√” in one place. Multiple or omitted choices are regarded 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 first extraordinary shareholders’ meeting in 2022
