Securities code: 300846 securities abbreviation: Capitalonline Date Service Co.Ltd(300846) Announcement No.: 2022-037
Capitalonline Date Service Co.Ltd(300846)
Report on public solicitation of entrusted voting rights by independent directors
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”), Geng Jianxin, an independent director of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as the “company” or the “company”), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company for relevant proposals to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on March 4, 2022.
China Securities Regulatory Commission, 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, Geng Jianxin, as the soliciter, guarantee that there are no false records, misleading statements or major omissions in this solicitation report, and 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 entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false and misleading statements. The performance of this solicitation report does not violate or conflict with any provision of laws, regulations, the Capitalonline Date Service Co.Ltd(300846) articles of association or the company’s internal system. 2、 Basic information of the company and matters of this solicitation
1. Basic information
(1) Chinese Name: Capitalonline Date Service Co.Ltd(300846)
(2) English Name: capitalonline Database Service Co., Ltd
(3) Date of establishment: July 13, 2005
(4) Registered address: Room 101, building 9, yard 18, ziyue Road, Chaoyang District, Beijing
(5) Stock listing time: July 1, 2020
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Capitalonline Date Service Co.Ltd(300846)
(8) Stock Code: 300846
(9) Legal representative: Qu Ning
(10) Secretary of the board of directors: Yang Liping
(11) Office address: Building 9, yard 18, ziyue Road, Chaoyang District, Beijing
(12) Postal Code: 100012
(13) Tel: 010-51995976
(14) Fax: 010-88862121
(15) Internet address: www.capitalonline.com net.
(16) Email: CDs- [email protected].
2. Solicitation matters
The collector solicits voting rights from all shareholders of the company for the following proposals considered at the second extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on and its summary;
Proposal 2: proposal on formulating the administrative measures for the assessment of the implementation of Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan;
Proposal 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 general meeting of shareholders, please refer to the information disclosure website cninfo.com designated by the CSRC for details（ http://www.cn.info.com.cn. ）The Capitalonline Date Service Co.Ltd(300846) notice of the second extraordinary general meeting of shareholders in 2022 disclosed. 4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Geng Jianxin, is the person to solicit voting rights. His basic information is as follows: Mr. Geng Jianxin, born in 1954, Chinese nationality, has no right of permanent residence abroad, enjoys the special government allowance of the State Council, has a master’s degree in economics from Central South University of Finance and economics and a doctor’s degree in management from Renmin University of China; Since 1993, he has successively served as associate professor, Professor, doctoral supervisor, director of teaching and Research Office, deputy director of executive department, Party Secretary of business school and chairman of Academic Committee of business school. Former vice president and consultant of China audit society; Deputy director of China accounting academic committee, distinguished professor of Hebei University of economics and trade and distinguished professor of Northern University of technology. He has been an independent director of the company since 2018. 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 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 third meeting of the Fifth Board of directors held on February 15, 2022, And voted to approve the proposal on and its summary, the proposal on formulating the measures for the assessment and management of the implementation of < Capitalonline Date Service Co.Ltd(300846) 2022 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 2022 restricted stock incentive plan. 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: the 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 28, 2022.
(II) collection time: from March 1 to March 3, 2022 (9:30-11:30 a.m. and 13:30-17:30 p.m. every day).
(III) solicitation method: the information is publicly disclosed on cninfo.com, the information disclosure media designated by the CSRC（ http://www.cn.info.com.cn. ）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. Submit the power of attorney and other relevant documents signed by me 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 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, 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 time of receipt shall be subject to the time of receipt at the office of the board of directors of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Attention: Capitalonline Date Service Co.Ltd(300846) Securities Investment Department
Contact address: Room 401, building 9, yard 18, ziyue Road, Chaoyang District, Beijing
Postal Code: 100012
Tel: 010-51995976
Fax: 010-88862121
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 voting rights” in a prominent position.
4. 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 entrusted voting shareholders are delivered, the authorized entrustment that meets 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 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 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 solicitation to the collector, and 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. If a shareholder chooses not to vote or abstains from voting, it shall be deemed invalid in one of the matters it chooses or objects to in the proxy solicitation.
It is hereby announced.
Soliciter: Geng Jianxin February 15, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Capitalonline Date Service Co.Ltd(300846)
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 have carefully read the full text of the report on public solicitation of entrusted voting rights by Capitalonline Date Service Co.Ltd(300846) independent directors prepared and announced by the collector for this solicitation of voting rights, the notice of the second extraordinary general meeting in 2022 and other relevant documents, and 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. Geng Jianxin, an independent director of Capitalonline Date Service Co.Ltd(300846) to attend the second extraordinary general meeting of shareholders in Capitalonline Date Service Co.Ltd(300846) 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:
Proposal remarks column printing
The column ticked in the name of the coding proposal agrees to abstain
Voting
100 total proposal √
Non cumulative voting proposal
About < Capitalonline Date Service Co.Ltd(300846)
1.00 restricted stock incentive plan in 2022 (Draft) > and √
Proposal on its summary
On the formulation of < Beijing Capitalonline Date Service Co.Ltd(300846) Technology Co., Ltd
2.00 test on the implementation of the company’s restricted stock incentive plan in 2022 √
Proposal on nuclear management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle
3.00 2022 restricted stock incentive plan √
Proposal
This general meeting of shareholders is a non cumulative voting proposal, and the voting symbol of this power of attorney is “√”. Please choose to agree, oppose or abstain from the above deliberation items according to the opinions of the authorized trustee and write them in the corresponding table
