Malion New Materials Co.Ltd(300586)
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”), Mr. Rui Yiping, an independent director of Malion New Materials Co.Ltd(300586) (hereinafter referred to as the “company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the second 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, Rui Yiping, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, collects the entrusted voting rights of shareholders for the relevant proposals of the company’s restricted stock incentive plan in 2022 discussed at the second extraordinary general meeting of shareholders to be held in 2022, and signs this report.
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 voting rights to engage in securities fraud activities such as insider trading and market manipulation.
This solicitation of 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 of the listed company, and the information released is free of false and misleading statements. The performance of this report will not violate or conflict with any provision of relevant laws and regulations, the articles of association or internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
Company name: Malion New Materials Co.Ltd(300586)
Listing place of the company’s shares: Shenzhen Stock Exchange
Stock abbreviation: Malion New Materials Co.Ltd(300586)
Stock Code: 300586
Legal representative: Huang Weishan
Secretary of the board of directors: Duan Wenyong
Contact address: No. 1, Meilian Road, Shantou City, Guangdong Province
Postal Code: 515064
Tel: 0754-89831918
Fax No.: 0754-89837887
Email: [email protected].
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 in 2022. The proposals are as follows: (1) proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary; (2) Proposal on the management measures for the implementation and assessment of the company’s restricted stock 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 restricted stock incentive plan in 2022.
3、 Basic information of this shareholders’ meeting
For details on the convening of this extraordinary general meeting, see the notice on convening the second extraordinary general meeting in 2022 published on cninfo.com on the same day.
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Rui Yiping, is the person soliciting voting rights. The basic information is as follows:
Mr. Rui Yiping, Chinese nationality, born in February 1954, has a postgraduate degree, senior auditor and senior accountant. From November 1975 to June 1992, he served as the director of the financial accounting office of Shantou Port Construction Corporation; From June 1992 to December 1992, served as the deputy chief of the audit section of Shantou Jian’an (Group) Company; From December 1992 to October 2004, he served as director, executive vice president and chief financial officer of Shantou Hongye (Group) Co., Ltd; From November 2004 to April 2007, served as the deputy general manager of Shantou Sun City Investment Co., Ltd; From May 2007 to December 2007, served as the chief financial officer of Guangdong Longtai Real Estate Group Co., Ltd; From January 2008 to March 2013, served as Wave Cyber (Shanghai) Co.Ltd(688718) director, deputy general manager and Secretary of the board of directors; Since February 2018, he has served as an independent director of Guangdong taienkang Pharmaceutical Co., Ltd; From December 2019 to now, he has served as Guangdong Enpack Packaging Co.Ltd(002846) independent director; He has been an independent director of the company since December 2021.
2. At present, the solicitors do not hold shares of the company, have not been punished for securities violations, have not been punished for major securities violations related to economic disputes, and have 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 sixth meeting of the Fourth Board of directors held on February 8, 2022, They also voted in favor of the proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
6、 Solicitation scheme
In accordance with the current laws and regulations, normative documents and the articles of association of the company of China, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
1. Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of 15:00 p.m. on Thursday, February 17, 2022.
2. Solicitation time: February 18, 2022 to February 21, 2022 (9:00-12:00 a.m. and 14:00-17:00 p.m.)
3. Solicitation method: publish an announcement on cninfo, the gem information disclosure website designated by the CSRC, to solicit voting rights.
4. Solicitation 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 company’s director office entrusted by the collector; The power of attorney and other relevant documents signed by the company’s director office for the collection of entrusted voting rights are as follows:
(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 submitted by corporate shareholders in accordance with the provisions of 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 at the address specified in this report: if the power of attorney and relevant documents are delivered by registered letter or express mail, the receiving time shall be subject to the receiving time of the office of the board of directors of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: Office of the board of directors, No. 1, Meilian Road, Shantou
Contact: Xu Yansheng
Postal Code: 515064
Tel: 0754-89831918
Fax No.: 0754-89837887
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark “power of attorney for public solicitation of 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 power of attorney after review will be submitted to the collector by the witness lawyer.
5. After the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment meeting all the following conditions will be confirmed to be valid after review:
(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.
6. 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 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.
7. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
8. Under the following circumstances of the confirmed valid authorization, the collector can deal with it in accordance with 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 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 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.
Collected by: Rui Yiping February 9, 2022
enclosure:
Malion New Materials Co.Ltd(300586)
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 Malion New Materials Co.Ltd(300586) independent directors prepared and announced by the collector for this solicitation of voting rights, the notice on convening the second extraordinary general meeting of shareholders in 2022 and other relevant documents, We 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 authorization of independent directors of Guangdong Malion New Materials Co.Ltd(300586) Material Co., Ltd. to publicly solicit voting rights.
I / the company, as the authorized principal, hereby authorize Rui Yiping, an independent director of Malion New Materials Co.Ltd(300586) to attend the second extraordinary general meeting of shareholders in Malion New Materials Co.Ltd(300586) 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. the content of the proposal is agreed, opposed and waived
100 general proposal: all the following proposals 1.00 deliberated on the company’s restricted stock incentive plan in 2022 (Draft) >
And its abstract
To review the regulations on the implementation of the company’s restricted stock incentive plan in 2022
2.00 proposal on “management method”
Deliberation on the proposal to the general meeting of shareholders to authorize the board of directors to handle restrictive measures in 2022
3.00 proposal on matters related to stock incentive plan
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, disagree or abstain from the above deliberation items according to the opinions of the authorized client, and
Check in the corresponding form, and only one of the three can be selected. If more than one item is selected or not selected, it is deemed that the client is authorized to abstain from voting on the matters under consideration
Tickets. The copy of this power of attorney is valid; The entrustment of the unit shall be signed by the legal representative of the unit and stamped with the official seal of the unit.
