Stock Code: 600153 stock abbreviation: Xiamen C&D Inc(600153) Announcement No.: 2022-010
Bond Code: 175228 bond abbreviation: 20 Jianfa Y1
Bond Code: 175878 bond abbreviation: 21 CCF Y1
Bond Code: 188031 bond abbreviation: 21 CCF Y2
Bond Code: 185248 bond abbreviation: 22 Jianfa 01
Announcement on public solicitation of entrusted voting rights of 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:
Time of collecting voting rights: February 18, 2022 to February 21, 2022 (8:45-12:00 a.m. and 14:00-17:30 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with 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”) and the entrustment of other independent directors of Xiamen Xiamen C&D Inc(600153) Co., Ltd. (hereinafter referred to as the “company” or the “company”), As the collector, Mr. Dai Yiyi, an independent director, solicited 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 24, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
1. The current independent director of the company, Mr. Dai Yiyi, is the person soliciting voting rights. The basic information is as follows:
Dai Yiyi, male, born in 1967, doctor of economics. He once served as director of the EMBA center of Xiamen University and vice president of the school of management. He is now a professor of economics and finance in the school of management of Xiamen University and a doctoral supervisor. He is also an independent director of Xiamen C&D Inc(600153) , Fujian Septwolves Industry Co.Ltd(002029) , an independent director of Xiamen International Trade Group Co., Ltd., Xiamen Bank Co.Ltd(601187) .
2. At present, Mr. Dai Yiyi does not hold 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. There is no circumstance stipulated in the company law and the Xiamen C&D Inc(600153) articles of association that you are not allowed to serve as a director of the company.
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.
(II) solicit the voting opinions and reasons of the voting matters
As an independent director of the company, Mr. Dai Yiyi attended the eighth meeting of the company on January 26, 2022
The second interim meeting of the board of directors in 2022, And voted in favor of the proposal on and its summary, the proposal on < Xiamen C&D Inc(600153) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 fixed-term stock incentive plan, And expressed independent opinions on the implementation of the restricted stock incentive plan by the company.
The company’s implementation of this incentive plan can improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the work enthusiasm of the company’s directors, senior managers, middle managers and core backbone personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and realize the high-quality and long-term development of the company. The implementation of equity incentive plan by the company will not damage the interests of the company and all its shareholders.
2、 Basic information of this shareholders’ meeting
(I) meeting time:
Date and time of on-site meeting: 14:30, February 24, 2022
Online voting time: February 24, 2022
The company adopts the online voting system of Shanghai Stock Exchange. 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: 23 / F, Jianfa international building, No. 1699, Huandao East Road, Siming District, Xiamen City, Fujian Province
Conference room 3.
(III) the shareholders’ meeting deliberated relevant proposals on the incentive plan for restricted shares in 2022
Voting Shareholder Class serial number proposal name type
A-share shareholders
Non cumulative voting motion
1 proposal on and its summary
2. Proposal on the management measures for the implementation of the √ plan of restricted stock incentive in 2022
3 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 √ stock incentive plan of the company
3、 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 plan for the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: the shareholders of the company who have been registered with China Securities Depository and Clearing Co., Ltd. Shanghai company and have gone through the registration procedures for attending the meeting after the completion of the transaction on February 15, 2022.
(II) collection time: February 18, 2022 to February 21, 2022 (8:45-12:00 a.m. and 14:00-17:30 p.m.).
(III) solicitation method: it is publicly available on cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the CSRC An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
1. 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”).
2. The entrusted voting shareholder shall submit the power of attorney and other relevant documents signed by him to the Securities Department of the company; The Securities Department of the company entrusted by the collector to sign and receive the power of attorney and other relevant documents for the collection of entrusted voting rights: (1) if the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license (with official seal), the original certificate of legal representative, the original power of attorney and the copy of the shareholder 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 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.
Attention: Huang Liqiong
Contact address: 29th floor, Jianfa international building, No. 1699, Huandao East Road, Siming District, Xiamen
Postal Code: 361008
Tel.: 0592-2263297
Fax: 0592-2592459
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 independent directors to solicit voting rights” in a prominent position.
(V) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting 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 a shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the last power of attorney signed by the shareholder shall be valid. If the signing time cannot be judged, the last power of attorney received shall be valid. If the order of receipt cannot be judged, the soliciter shall ask the authorizer to confirm by inquiry, If the authorization content cannot be confirmed in this way, the authorization delegation is invalid.
(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, but has no voting right on the solicitation.
(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; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization;
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.
(IX) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and related documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
It is hereby announced.
Soliciter: Dai Yiyi February 9, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Xiamen C&D Inc(600153)
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 announcement of Xiamen C&D Inc(600153) public solicitation of entrusted voting rights of independent directors, Xiamen C&D Inc(600153) notice on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, 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 voting rights solicitation of independent directors.
As the authorized principal, I / the company hereby authorize Mr. Dai Yiyi, an independent director of Xiamen C&D Inc(600153) to attend the first extraordinary general meeting of shareholders in Xiamen C&D Inc(600153) 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:
No. voting content: Yes, no, abstention
1. On the restrictive provisions of < Xiamen C&D Inc(600153) 2022
Stock incentive plan (Draft) > proposal on its summary
2 about < Xiamen C&D Inc(600153) 2
