Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022-022 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Report on public solicitation of entrusted voting rights by independent directors
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 in accordance with the law. The soliciter, Mr. Yan Lei, meets the solicitation conditions specified in Article 90 of the securities law, 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. As of the disclosure date of this announcement, the solicitors did 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”), Yan Lei, an independent director of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as ” Muyuan Foods Co.Ltd(002714) ” or “the company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 28, 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
I, Yan Lei, as the soliciter, have prepared and signed this report in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to solicit shareholders’ entrusted voting rights for the relevant proposals to be considered at the first extraordinary general meeting of shareholders to be held in 2022.
The solicitor guarantees that there are no false records, misleading statements or major omissions in this solicitation 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.
The solicitation of voting rights was conducted publicly free of charge. This report was announced on cninfo.com, an information disclosure website designated by the CSRC, and securities times, China Securities News, Shanghai Securities News and Securities Daily. There was no unauthorized release of information. This solicitation is entirely based on the responsibilities of independent directors of listed companies, and the information released is free of false and misleading statements. The soliciter has obtained the consent of other independent directors of the company to solicit voting rights this time. The performance of this report will not violate or conflict with any provisions in relevant laws and regulations, the articles of association or internal systems.
2、 Basic information of the company and matters of this solicitation
1. Basic information
Company name: Muyuan Foods Co.Ltd(002714)
Securities abbreviation: Muyuan Foods Co.Ltd(002714)
Securities code: 002714
Legal representative: Qin Yinglin
Secretary of the board of directors: Qin Jun
Contact address: conference room of Longsheng industrial park company, Wolong District, Nanyang City, Henan Province
Postal Code: 473000
Tel: 0377-65239559
Fax: 0377-66100053
Email: [email protected].
2. Solicitation matters
The collector solicits voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal No. proposal name
Proposal 1 proposal on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) and its summary
Proposal 2 proposal on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan implementation assessment management measures
Proposal 3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
3. This report is signed on February 11, 2022.
3、 Basic information of this shareholders’ meeting
The details of this shareholders’ meeting are detailed in the notice on convening the first interim shareholders’ meeting in 2022 published on cninfo.com, the information disclosure website designated by the CSRC, and China Securities News, Shanghai Securities News, securities times and Securities Daily.
4、 Basic information of the recruiter
1. Yan Lei, the current independent director of the company, is the person soliciting voting rights. The basic information is as follows:
Yan Lei, Chinese nationality, born in June 1973, has no right of permanent residence abroad. He holds a doctorate in civil and commercial law from Wuhan University. He is a postdoctoral and practicing lawyer jointly trained by the Supreme People’s court and the Chinese Academy of social sciences. Since December 2015, he has served as executive director and general manager of Shenzhen brothers football Investment Development Holding Co., Ltd; From January 2019 to now, he has served as the chief partner of Chongqing traceability (Shenzhen) law firm; He is now a legal expert of Shenzhen SASAC, Shenzhen Click Technology Co.Ltd(002782) independent director, Sharetronic Data Technology Co.Ltd(300857) independent director, Eastern Pioneer Driving School Co.Ltd(603377) independent director and Muyuan Foods Co.Ltd(002714) independent director.
2. At present, the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The collector does not hold shares of the company, 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 participated in the fifth meeting of the Fourth Board of directors held on February 11, 2022, and made comments on the proposal on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan implementation assessment management measures The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive voted in favor.
6、 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: 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 February 18, 2022. (II) collection time: February 21, 2022 (9:00-12:00 a.m. and 14:00-18:00 p.m.).
(III) method of solicitation: make public announcement on cninfo, an information disclosure website designated by the CSRC, to solicit voting rights.
(IV) collection procedures and steps
1. If the solicitation object decides to entrust the soliciter to vote, it shall 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. Submit the power of attorney and other relevant documents signed by myself 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 business license, the original certificate of legal representative, the original power of attorney and 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 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.
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, e-mail, 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 date of receipt by the Securities Department of the company shall prevail. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Contact address: conference room of Longsheng industrial park company, Wolong District, Nanyang City, Henan Province
Attention: Cao Fang
Postal Code: 473000
Tel: 0377-65239559
Fax: 0377-66100053
mail box: [email protected].
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for independent directors to solicit entrusted voting rights” in a prominent position.
(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 has been delivered to the designated place and relevant documents in accordance with the requirements of the power of attorney;
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.
(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 select one of the “agree”, “disagree” or “abstain” intentions and tick “√”. If the trustor does not make specific instructions in this power of attorney, the trustee has the right to vote according to its own wishes.
Collected by:
February 11, 2022
Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Muyuan Foods Co.Ltd(002714)
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 independent directors, Muyuan Foods Co.Ltd(002714) notice on convening the first extraordinary general meeting 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 public solicitation of voting rights by independent directors.
As the authorized principal, I / the company hereby authorize Muyuan Foods Co.Ltd(002714) independent director Yan Lei to attend the first extraordinary general meeting of Muyuan Foods Co.Ltd(002714) 2022 held on February 28, 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:
Voting opinion
Agreed to abstain from deliberation
Proposal 1 on Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft)
(proposal) and its summary
Proposal 2 on the implementation of Muyuan Foods Co.Ltd(002714) restricted stock incentive plan in 2022
Proposal on assessment management measures
Proposal 3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
If more than one item is selected or not selected, it shall be deemed that the client is authorized to abstain from voting on the matters under consideration. Name or name of the client (signature and seal): legal representative of the client (signature and seal)
