Securities code: 603690 securities abbreviation: Pnc Process Systems Co.Ltd(603690) Announcement No.: 2022-014 Pnc Process Systems Co.Ltd(603690) announcement of independent directors on public solicitation of voting rights for voting matters of equity incentive
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:
The starting and ending time of solicitation of voting rights: 9:00 ~ 16:00 on working days from February 24, 2022 to February 25, 2022
Solicitation of voting opinions on all voting matters: agreed
The solicitor, Mr. Zhou Guohua, does not hold shares in the company
In accordance with the relevant provisions of the company law and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures"), Mr. Zhou Guohua, an independent director of Pnc Process Systems Co.Ltd(603690) (hereinafter referred to as the "company"), is the solicitor, Solicit voting rights from all shareholders on the proposal on equity incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 28, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
The current independent director of the company, Mr. Zhou Guohua, born in 1960 and without overseas permanent residency, is the person soliciting voting rights this time. He is a Chinese national and does not hold shares of the company.
(II) opinions and reasons of the collector on voting matters
During the 15th meeting of the 4th board of directors of the company, Mr. Zhou Guohua, the collector, made a clear consent to the voting opinions on relevant matters and believed that the implementation of equity incentive plan by the company is conducive to the sustainable development of the company and does not damage the interests of listed companies and all shareholders, Agree to implement the equity incentive plan and submit the above proposal to the general meeting of shareholders for deliberation. The specific reasons are as follows:
1. It is not found that the company is prohibited from implementing equity incentive as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement equity incentive plan.
2. The draft incentive plan (hereinafter referred to as "the draft of the company's incentive plan") and the regulations on the qualification of the company's stock option (hereinafter referred to as "the company's incentive plan") are in line with the relevant provisions of the company's law and the Securities Law on the qualification of 690 candidates "; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective.
3. The contents of the incentive plan (Draft) comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents; The equity granting arrangement and the arrangement for lifting the restriction on sale / exercise of each incentive object (including the amount of grant / exercise, the date of grant, the period of restriction on sale, the period of lifting the restriction on sale, the conditions for lifting the restriction on sale, the vesting period and other matters) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance to incentive objects.
5. The company's implementation of equity incentive is conducive to further optimize the corporate governance structure, improve the corporate incentive mechanism, combine the interests of shareholders, the company and the personal interests of employees, mobilize the enthusiasm of the company's directors, senior managers, core business (Technology) and other key personnel, and promote the realization of the company's long-term strategic objectives. 6. When the board of directors of the company deliberates the incentive plan (Draft), it does not involve the avoidance of voting by the directors who are the incentive object or the directors who have an associated relationship with them.
2、 Basic information of this shareholders' meeting
The first extraordinary general meeting of shareholders in 2022 will be held in conference room 170, Zihai Road, Minhang District, Shanghai on February 28, 2022. The proposals to be considered are as follows:
1. Proposal on the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan (Draft) and its abstract
2. Proposal on the administrative measures for the implementation and assessment of the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the fourth phase of stock option and restricted stock incentive plan of the company
Please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) for details of the convening of the general meeting of shareholders Notice on convening the first extraordinary general meeting of shareholders in 2022. 3、 Solicitation scheme
In accordance with the current laws and regulations of China, normative documents and the articles of association, the soliciter has formulated the scheme for soliciting voting rights. The specific contents of the scheme are as follows:
(I) solicitation object: all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of 15:00 on February 23, 2022.
(II) collection time: 9:00 ~ 16:00 on working days from February 24 to February 25, 2022. (III) solicitation method: a public announcement is issued on the website of Shanghai Stock Exchange 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 public solicitation of voting rights of independent directors (hereinafter referred to as the "power of attorney") according to the format and content determined in the annex to this announcement. Step 2: submit the power of attorney and other relevant documents signed by myself to the office of the board of directors of the company entrusted by the collector; The power of attorney and related documents will be signed and received by the office of the board of directors of the company.
Corporate shareholders must provide the following documents:
a. A copy of the current valid business license of the legal person;
b. Copy of ID card of legal representative;
c. The original power of attorney (signed by the legal representative; if it is signed by someone authorized by the legal representative, the notarized power of attorney authorized by the legal representative to sign the power of attorney must be provided at the same time);
d. Copy of account card of legal person shareholder;
e. On the afternoon of February 23, 2022, the shareholding list after the transaction is completed (the original with the official seal of the custody business department).
(Note: Please affix the official seal of the legal person shareholder and the signature of the legal representative on all the above documents)
Individual shareholders must provide the following documents:
a. A copy of the shareholder's ID card;
b. Copy of shareholder account card;
c. The original power of attorney signed by the shareholder (signed by me; if it is signed by someone authorized by me, a notarized power of attorney authorized by me to sign the power of attorney must be provided at the same time);
d. On the afternoon of February 23, 2022, the shareholding list after the transaction is completed (the original with the official seal of the custody business department).
(Note: please sign all documents in person)
Before the deadline for the registration of this shareholders' meeting, the above-mentioned documents of corporate shareholders and individual shareholders can be delivered to the office of the board of directors of the company by registered letter or by entrusted person.
Among them, the letter shall be deemed to have been received by the receipt signed by the office of the board of directors of the company; If it is delivered by hand, the receipt issued by the office of the board of directors to the sender shall be deemed to have been received. Please properly seal all the documents submitted, indicate the contact number and contact person, and mark "power of attorney for independent directors to solicit voting rights" in a prominent position. The designated address for the power of attorney and relevant documents to be delivered to the company is as follows:
Address: 5th floor, No. 170, Zihai Road, Minhang District, Shanghai
Attention: Pnc Process Systems Co.Ltd(603690) Board Office
Postal Code: 200241
Tel: 021-80238290
Email: [email protected].
Step 3: the witness lawyer will confirm the valid votes, and the witness lawyer will conduct formal review on the documents listed in step 2 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. The authorization and entrustment of shareholders shall be valid if they meet the following conditions:
1. The power of attorney and relevant documents submitted by the shareholders shall be delivered by letter and person to the designated address before the deadline for the solicitation of voting rights (16:00 on February 25, 2022).
2. The documents submitted by shareholders are complete and meet the document requirements listed in step 2 above.
3. The power of attorney and relevant documents submitted by shareholders are consistent with the information recorded in the register of shareholders on the date of equity registration.
4. The content of the power of attorney is clear, and the shareholders do not entrust the voting rights of voting matters to anyone other than the collector at the same time.
4、 Other
(I) after the shareholder entrusts the voting right to the collector, if the shareholder registers and attends the meeting in person or by proxy, or explicitly withdraws the original authorization in writing before the deadline of meeting registration, the authorization made will automatically become invalid.
(II) in case of repeated entrustment by shareholders and different authorization contents, the entrustment signed by the trustor for the last time shall be valid. If the signing time of the client cannot be judged, the last trust received shall be valid.
(III) due to the particularity of soliciting voting rights, the witness lawyer only reviews the power of attorney submitted by the shareholders according to this solicitation announcement in form, and does not review whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves, The power of attorney and relevant supporting documents that meet the formal requirements specified in this solicitation announcement will be confirmed to be valid. Therefore, shareholders are reminded to protect their voting rights from being infringed by others
It is hereby announced.
Collected by: Zhou Guohua February 8, 2022 Annex:
Pnc Process Systems Co.Ltd(603690)
Power of attorney for independent directors to solicit voting rights
The trustor declares that I entrust the collector to exercise the voting right under the condition that I am fully informed of the relevant conditions of Pnc Process Systems Co.Ltd(603690) independent directors' solicitation of voting right. I reserve the right to withdraw this entrustment at any time before the deadline for the registration of the third extraordinary general meeting of shareholders in 2020 of Shanghai zhichunjing System Technology Co., Ltd. After the voting right is entrusted to the collector, if I register and attend the meeting in person (excluding online voting) or by proxy, or explicitly withdraw the original authorization in writing before the deadline of meeting registration, the following entrustment will automatically become invalid.
As the principal, the company / I hereby authorize Mr. Zhou Guohua, an independent director of Pnc Process Systems Co.Ltd(603690) , to attend the 2020 third extraordinary general meeting of shareholders of Shanghai zhichunjing System Technology Co., Ltd. held on December 1, 2020 on behalf of the company / I, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
Voting opinions of the company / myself on the matters of this solicitation of voting rights:
No. voting items agree against abstention
1. About Pnc Process Systems Co.Ltd(603690) phase III shares
Proposal on option and restricted stock incentive plan (Draft) and its abstract
2. About Pnc Process Systems Co.Ltd(603690) phase III shares
Proposal on the administrative measures for the implementation and assessment of incentive plans for options and restricted stocks
3. About requesting the general meeting of shareholders to authorize the board of directors to handle the third stock issue of the company
Proposal on matters related to the incentive plan of rights and restricted shares
(Note: for each voting matter, please choose to agree, disagree and abstain according to the shareholders' own opinions, and mark "√" in the corresponding column. One of the three must be selected. If you choose more than one or do not choose, it will be deemed as invalid entrustment.)
Validity period of this authorization: from the signing date to the end of the third extraordinary general meeting of shareholders in 2020.
Name of client:
Account number of the principal's shareholder:
Number of shares held by the client: shares
Principal's ID number or business license number: client's telephone number: client (signature confirmation, legal person shareholder's legal seal): date of entrust:
