Securities code: 688366 securities abbreviation: Shanghai Haohai Biological Technology Co.Ltd(688366) Announcement No.: 2022-006 Shanghai Haohai Biological Technology Co.Ltd(688366)
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Starting and ending time of solicitation of voting rights: March 2, 2022 to March 3, 2022
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 incentives of listed companies (hereinafter referred to as the "measures") and the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies (hereinafter referred to as the "Interim Provisions") promulgated by the China Securities Regulatory Commission, and in accordance with the entrustment of other independent directors of Shanghai Haohai Biological Technology Co.Ltd(688366) (hereinafter referred to as the "company"), Independent director Li Yingqi, as the soliciter, solicited voting rights from all A-share shareholders of the company on the proposals related to equity incentive considered by the first extraordinary general meeting of shareholders in 2022 and the first A-share general meeting of shareholders in 2022 to be held on March 7, 2022.
1、 Statement of the collector
I, Li Yingqi, as the soliciter, made and signed this announcement in accordance with the relevant provisions of the administrative measures, the Interim Provisions and the entrustment of other independent directors to publicly solicit the entrusted voting rights of shareholders on the relevant proposals of the equity incentive plan in the first extraordinary general meeting of shareholders in 2022 and the first A-share general meeting in 2022. I am not allowed to publicly solicit voting rights as a solicitor as stipulated in Article 3 of the Interim Provisions, and promise to continue to meet the conditions as a solicitor between the solicitation date and the exercise date. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge on the website of Shanghai Stock Exchange (www.sse. Com. CN) Make an announcement on the Internet. 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 soliciter has obtained the consent of other independent directors of the company and signed this announcement. The performance of this announcement will not violate laws and regulations, the Shanghai Haohai Biological Technology Co.Ltd(688366) articles of Association (hereinafter referred to as the "articles of association") or any provisions in the internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: Shanghai Haohai Biological Technology Co.Ltd(688366)
Stock abbreviation: Shanghai Haohai Biological Technology Co.Ltd(688366)
Stock Code: 688366
Legal representative: Hou Yongtai
Secretary of the board of directors: Tian min
Contact address: 23rd floor, Wenguang building, 1386 Hongqiao Road, Changning District, Shanghai
Postal Code: 200366
Tel: + 86-021-5229 3555
Fax number: + 86-021-5229 3558
Website: www.3healthcare.com com.
mail box: [email protected].
(II) matters of this solicitation
The soliciter will publicly solicit the entrusted voting rights for the following proposals considered at the first extraordinary general meeting of shareholders in 2022 and the first general meeting of A-share shareholders in 2022:
The first extraordinary general meeting of shareholders in 2022
No. proposal name
1. About the company's 2021 A-share restricted stock incentive plan (Draft) and its summary
Motion to be
2. Assessment management office on the implementation of the company's 2021 A-share restricted stock incentive plan
Bill on the law of the people's Republic of China
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan
2. Proposal of the first class a shareholders' meeting in 2022
No. proposal name
1. About the company's 2021 A-share restricted stock incentive plan (Draft) and its summary
Motion to be
2. Assessment management office on the implementation of the company's 2021 A-share restricted stock incentive plan
Bill on the law of the people's Republic of China
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan
3、 Basic information of this shareholders' meeting
(I) meeting time
1. On site meeting time: 14:00 on March 7, 2022
2. Online voting time: March 7, 2022 to March 7, 2022
The shareholders' meeting of 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 shareholders' meeting, 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) meeting place
24 / F, Wenguang building, 1386 Hongqiao Road, Changning District, Shanghai
(III) proposal of the general meeting of shareholders
1. The first extraordinary general meeting of shareholders in 2022
No. proposal name
Non cumulative voting motion
1 proposal on the company's 2021 A-share restricted stock incentive plan (Draft) and its summary
2 proposal on the management measures for the implementation and assessment of the company's 2021 A-share 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 company's equity incentive plan
case
2. The first class a shareholders' meeting in 2022
No. proposal name
Non cumulative voting motion
1 proposal on the company's 2021 A-share restricted stock incentive plan (Draft) and its summary
2 proposal on the management measures for the implementation and assessment of the company's 2021 A-share 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 company's equity incentive plan
case
3. The first H-share general meeting in 2022
No. proposal name
Non cumulative voting motion
1 proposal on the company's 2021 A-share restricted stock incentive plan (Draft) and its summary
2 proposal on the management measures for the implementation and assessment of the company's 2021 A-share 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 company's equity incentive plan
case
For details of the general meeting, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day And the notice of Shanghai Haohai Biological Technology Co.Ltd(688366) on convening the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 (Announcement No.: 2022-005) published on the designated information disclosure media.
4、 Basic information of the recruiter
The current independent director of the company, Li Yingqi, is the candidate for the solicitation of voting rights. The basic information is as follows: Li Yingqi, female, born in July 1976, doctor of management of Fudan University, professor and doctoral supervisor of Shanghai National Institute of accounting, and senior member of China Institute of Certified Public Accountants (non practicing). Lecturer and associate professor of Shanghai Institute of accounting from February to July, 2017. He has served as an independent non-executive director of the company since June 29, 2020.
At present, the solicitors do not hold shares of the company, are not punished for securities violations, are not involved in major civil litigation or arbitration related to economic disputes, and are not allowed to serve as directors of the company as stipulated in the company law and the articles of association.
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, supervisors, senior managers, shareholders holding more than 5% of the shares, actual controllers and their affiliates, and has no interest in the solicitation.
5、 Solicit the voting opinions and reasons of the voting matters
As an independent director of the company, the recruiter attended the 31st meeting of the Fourth Board of directors held on December 29, 2021, In addition, they voted for the proposal on the company's 2021 A-share restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 A-share restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan, And expressed independent opinions on the implementation of the restricted stock incentive plan by the company.
The collector believes that the implementation of the company's restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The incentive objects of the company's restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. It is agreed that the company will implement this restricted stock incentive plan and submit the matter to the general meeting of shareholders for deliberation.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the provisions of the articles of association, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
(I) collection object
As of the afternoon of February 28, 2022, the shareholders of A-Shares registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. This announcement is not applicable to the collection of entrusted voting rights by independent non-executive directors of H-share shareholders of the company.
(II) collection time
March 2, 2022 to March 3, 2022 (9:00-12:00 a.m. and 13:00-17:00 p.m. every day).
(III) collection method
It is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities News, Shanghai Securities News, securities times and Securities Daily issued announcements to solicit entrusted voting rights. (IV) collection procedure
1. If the shareholders decide to entrust the solicitors to vote, they 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 announcement.
2. The client shall submit the power of attorney and other relevant documents signed by itself to the office of the board of directors of the company entrusted by the collector; The office of the board of directors of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of voting rights:
(1) If the voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney signed by the legal representative and a copy of the shareholder account card (if any); 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 shall submit a copy of his ID card (signed by himself), the original power of attorney and a copy of his stock account card (if any);
(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 hand, registered letter or express mail within the collection time, and deliver them at the address specified in this announcement; If registered letter or express mail is adopted, the delivery time shall be subject to the time of receipt at the office of the board of directors of the company. If the service is overdue, it shall be deemed invalid.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholders are as follows:
Address: 23rd floor, Wenguang building, 1386 Hongqiao Road, Changning District, Shanghai
Postal Code: 200336
Tel: + 86-021-5229 3555
Contact: Tian min
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 voting rights by independent directors" 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 solicitation procedure of this announcement;
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 announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
