Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-022
Sichuan Development Lomon Co.Ltd(002312)
Report on public solicitation of entrusted voting rights by independent directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and
Shall be jointly and severally liable for false records, misleading statements or major omissions in the contract.
Important:
1. Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Interim Provisions on the Administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions”), Mr. Zhou Yousu, the independent director of the company, is entrusted by other independent directors as the collector to solicit voting rights from all shareholders of the company on the proposals related to equity incentive considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 25, 2022.
2. 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 Yousu, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report to solicit the entrusted voting rights of all shareholders for the relevant proposals on equity incentive 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 voting rights to engage in securities fraud activities such as insider trading and market manipulation.
The solicitation of voting rights is publicly conducted free of charge on the information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Notice. This solicitation action is entirely based on the responsibilities of the soliciter as an independent director of the listed company. The information released is free of false and misleading statements. The performance of this solicitation report will not violate or conflict with relevant laws and regulations, the articles of association or any provisions of the internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
1. Company name: Sichuan Development Lomon Co.Ltd(002312)
2. Listing place of the company’s shares: Shenzhen Stock Exchange
3. Stock abbreviation: Sichuan Development Lomon Co.Ltd(002312)
4. Stock Code: 002312
5. Legal representative: Mao Fei
6. Secretary of the board of directors: Song Huamei
7. Contact address: Block B, territory global financial center, No. 151, Tianfu Second Street, high tech Zone, Chengdu, Sichuan
8. Tel.: 028-87579929
9. Contact Fax: 028-85250639
10. Email: [email protected].
(II) matters of this solicitation
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 and its summary;
2. Proposal on the management measures for the implementation and assessment of restricted stock incentive plan in 2021;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
3、 Basic information of this shareholders’ meeting
For details on the convening of this extraordinary general meeting, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on February 15, 2022 And the announcement on the addition of interim proposals and supplementary notice of the first extraordinary general meeting of shareholders in 2022 (Announcement No. 2022-021) announced on China Securities News, Shanghai Securities News, securities times and Securities Daily.
4、 Basic information of the recruiter
(I) the current independent director of the company, Mr. Zhou Yousu, is the person soliciting voting rights. The basic information is as follows:
Zhou Yousu, male, born in November 1953, Chinese nationality, without the right of residence in other countries or regions. Since July 1983, he has been engaged in legal research in Sichuan Academy of social sciences. He is now a researcher, Professor, Sichuan Development Lomon Co.Ltd(002312) , Wuliangye Yibin Co.Ltd(000858) , Sichuan Road & Bridge Co.Ltd(600039) and Chengdu Huasun Technology Group Inc.Ltd(000790) independent directors. Up to now, no shares of the company have been held.
(II) the directors who have not been punished for the major illegal acts in the company’s articles of association or have not been involved in the civil disputes related to the company’s economic solicitation law. The collector promises that there is no situation that it is not allowed to publicly solicit voting rights as a collector as stipulated in Article 3 of the Interim Provisions of the CSRC, and will continue to meet the conditions as a collector between the collection date and the exercise date. 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 to solicit the entrusted voting rights this time, and will not violate or conflict with any provisions in laws and regulations, the articles of association or internal system.
(III) the collector 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 10th meeting of the 6th board of directors held on November 7, 2021 and voted in favor of the proposal on the measures for the administration of the implementation of the restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; Attended the 15th meeting of the 6th board of directors held on February 14, 2022 and voted in favor of the proposal on and its summary. The solicitor, as an independent director, expressed an independent opinion on the company’s restricted stock incentive plan.
6、 Solicitation scheme
In accordance with the current laws and regulations of China, 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 registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of February 22, 2022.
(II) starting and ending time of solicitation: February 23, 2022 – February 24, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.).
(III) solicitation method: it is publicly available on the information disclosure website designated by the CSRC, http://www.cn.info.com.cn Issue an announcement 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 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 collection of entrusted voting rights, 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 time of receipt shall be subject to the time of receipt by the Securities Department of the company.
The designated addresses and recipients of the power of attorney and other relevant documents delivered by the shareholders entrusted to vote are as follows:
Address: Block B, territory global financial center, No. 151, Tianfu Second Street, high tech Zone, Chengdu, Sichuan
Attention: Song Xiaoxia
Postal Code: 610091
Tel.: 028-87579929
Contact Fax: 028-85250639
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 authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
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 power of attorney has been completed and signed in accordance with the provisions of the power of attorney, and the relevant contents of the power of attorney have been completed and valid;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(VI) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the authorization contents 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.
(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 the following circumstances in 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; 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; If the authorization of the collector is not explicitly revoked in writing before the deadline of the registration time of the on-site meeting, but he attends the general meeting of shareholders and independently exercises the voting right before the collector exercises the voting right on his behalf, the authorization of voting right shall be deemed to have been revoked, and the voting result shall be subject to the voting opinion submitted by the shareholder to the general meeting of shareholders;
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. 7、 Documents for future reference
1. Report on public solicitation of entrusted voting rights by independent directors signed by Mr. Zhou Yousu, an independent director.
It is hereby announced.
Annex: power of attorney for public solicitation of voting rights of independent directors
Collected by: Zhou Yousu February 14, 2002
enclosure:
Sichuan Development Lomon Co.Ltd(002312)
Power of attorney for public solicitation of voting rights by independent directors
Statement of the authorized client: I / our company have carefully read the solicitation before signing this power of attorney
The system of soliciting voting rights
