Securities code: 000789 securities abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) Announcement No.: 2022-12
Bond Code: 127017 bond abbreviation: Wanqing convertible bond
Jiangxi Wannianqing Cement Co.Ltd(000789)
Announcement on the report on public solicitation of entrusted voting rights by independent directors (updated draft)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
important clause
1. This solicitation of voting rights is a public solicitation according to law, and the soliciter Zhou Xuejun 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”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Zhou Xuejun, an independent director of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as the “company”), is entrusted by other independent directors as the soliciter, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 24, 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
As the collector, Zhou Xuejun, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report by soliciting shareholders’ entrusted voting rights for the proposals related to the incentive plan considered at the first extraordinary general meeting of shareholders to be held in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this 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 entrusted 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 and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false, misleading statements or major omissions. The performance of this 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
Chinese Name: Jiangxi Wannianqing Cement Co.Ltd(000789)
English Name: Jiangxi Wannianqing Cement Co., Ltd
Registered address: Shangrao City, Jiangxi Province
Stock listing time: September 23, 1997
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789)
Stock Code: 000789
Legal representative: Lin Rong
Secretary of the board of directors: Peng Renhong
Office address: Science and Technology Park Jiangxi Wannianqing Cement Co.Ltd(000789) No. 399 Jingdong Avenue, high tech Development Zone, Nanchang City, Jiangxi Province
Postal Code: 330096
Tel: 0791-88120789
Fax: 0791-88160230
e-mail address: [email protected].
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:
(1) Proposal on the company’s 2022 stock option incentive plan (Revised Draft) and its summary;
(2) Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022;
(3) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan.
3、 Basic information of this shareholders’ meeting
For details about the convening of this general meeting of shareholders, please refer to the company’s website for information disclosure designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (updated version).
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Zhou Xuejun, is the person soliciting voting rights. The basic information is as follows:
Zhou Xuejun, male, born in December 1970, has a doctor’s degree and is now a professor in the school of economics and management of East China Jiaotong University. He once served as a teacher of East China Jiaotong University, manager of human resources department and assistant to the president of Shanghai port international container freight company.
2. As of the disclosure date of this announcement, the collector has not held shares of the company, 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 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.
4. The subject qualification of soliciting entrusted voting rights meets the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the second interim meeting of the ninth board of directors and the third interim meeting of the ninth board of directors respectively held on January 25 and February 8, 2022, and made comments on the proposal on the company’s stock option incentive plan in 2022 (Revised Draft) and its summary The proposal on the management measures for the implementation and assessment of the 2022 stock option incentive plan of the company and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan voted in favour, and expressed independent opinions on the relevant proposals.
6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and the provisions of 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 been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of the afternoon of February 21, 2022.
(II) collection time: February 22, 2022 to February 23, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m.).
(III) solicitation method: it is publicly available on the information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) 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 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 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:
Address: Science and Technology Park Jiangxi Wannianqing Cement Co.Ltd(000789) No. 399 Jingdong Avenue, high tech Development Zone, Nanchang, Jiangxi Province
Attention: Jiangxi Wannianqing Cement Co.Ltd(000789) Securities Department
Postal Code: 330096
Tel: 0791-88120789
Fax: 0791-88160230
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer confirms 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 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: Zhou Xuejun February 8, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Jiangxi Wannianqing Cement Co.Ltd(000789)
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 report on public solicitation of voting rights by independent directors (updated version) Jiangxi Wannianqing Cement Co.Ltd(000789) notice on convening the first extraordinary general meeting of shareholders in 2022 (updated version) and other relevant documents prepared and announced by the collector for this solicitation of entrusted voting rights, We have fully understood the relevant conditions such as the solicitation of entrusted 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 Jiangxi Wannianqing Cement Co.Ltd(000789) independent director Zhou Xuejun to attend the first extraordinary general meeting of shareholders in Jiangxi Wannianqing Cement Co.Ltd(000789) 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 entrusted voting rights:
Code of proposal name of proposal agree against abstain
1. About the company’s 2022 stock option incentive plan (Draft Revision)
Draft) > and its summary
2. Assessment on the implementation of the company’s stock option incentive plan in 2022
