Zhejiang Tiantie Industry Co.Ltd(300587)
Independent director’s proposal on 2022 restricted stock incentive plan
Report on public solicitation of entrusted voting rights
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”), Kong Jin, an independent director of Zhejiang Tiantie Industry Co.Ltd(300587) (hereinafter referred to as the “company”, “the company” or ” Zhejiang Tiantie Industry Co.Ltd(300587) “), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the proposals related to the restricted stock incentive plan to be considered at the third extraordinary general meeting of shareholders in 2022 to be held on March 7, 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
As the soliciter, Kong Jin, 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 shareholders’ entrusted voting rights on the relevant proposals of the restricted stock incentive plan of the third extraordinary general meeting of shareholders to be held in 2022. If there is any material misrepresentation, omission or misrepresentation in this report, the collector shall not be jointly and severally liable for its truthfulness, accuracy or solicitation; I guarantee that I 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 and announced on the gem information disclosure website 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 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: Zhejiang Tiantie Industry Co.Ltd(300587)
(2) English Name: Zhejiang Tiantie Industry Co., Ltd
(3) Date of establishment: December 26, 2003
(4) Registered address: No. 928, Renmin East Road, Tiantai County, Zhejiang Province
(5) Stock listing time: January 5, 2017
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587)
(8) Stock Code: 300587
(9) Legal representative: Xu Jiding
(10) Secretary of the board of directors: Fan Weiwei
(11) Office address: No. 928, Renmin East Road, Tiantai County, Zhejiang Province
(12) Postal Code: 317200
(13) Tel.: 0576-83171218
(14) Fax: 0576-83990868
(15) Internet address: www.tiantie.com cn.
(16) Email: [email protected].
2. Solicitation matters
The collector solicits voting rights from all shareholders of the company for the following proposals considered at the third extraordinary general meeting of shareholders in 2022:
Proposal name
number
Proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (draft amendment 1.00) and its summary
Proposal on Zhejiang Tiantie Industry Co.Ltd(300587) measures for assessment and management of the implementation of restricted stock incentive plan in 2022 (Revised Version)
3、 The general meeting of shareholders
For the basic information about the holding of the third extraordinary general meeting of shareholders in 2022, please refer to the notice on holding the third extraordinary general meeting of shareholders in 2022 in the relevant announcement of the company on the gem information disclosure website designated by the CSRC.
4、 Basic information of the recruiter
The current independent director of the company, Kong Jin, is the person who solicits voting rights. The basic information is as follows:
Born in October 1983, Chinese nationality, without overseas permanent residency, graduated from the school of law of Zhejiang University, with a master of economic law. From July 2008 to November 2010, he served as auditor of Ernst & Young Huaming certified public accountants; He is now a partner and lawyer of Zhejiang Tiance law firm. He has been an independent director of Zhejiang Tiantie Industry Co.Ltd(300587) since December 19, 2017. At present, Kong Jin has not held 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; The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the company’s equity; 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, Kong Jin attended the 14th meeting of the 4th board of directors held on February 16, 2022 by means of communication, And voted in favor of the two proposals considered at the meeting, namely, the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan implementation assessment management measures (Revised Draft).
Kong Jin believes that the content of the restricted stock incentive plan for 2022 implemented by the company this time complies with the provisions of the administrative measures and other relevant laws, regulations and normative documents. The implementation of the incentive plan is conducive to further improving the corporate governance structure of the company and establishing and perfecting the long-term incentive and restraint mechanism of the company, Attract and retain professional management talents and core technology (business) backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives. 6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and the provisions of the articles of association of the company, the collector has formulated the scheme 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 15:00 p.m. on February 28, 2022.
(II) collection time: March 1, 2022 to March 2, 2022 (8:30-11:30 a.m. and 13:00-17:00 p.m.).
(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. 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 legal department of the company entrusted by the collector. The power of attorney and other relevant documents shall be signed and received by the securities legal department of the company. (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 a copy of the shareholder’s 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 entrusted voting shareholder is a natural person shareholder, it shall submit a copy of its own 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 requirements of item 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 by the securities legal department 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: Zhejiang Tiantie Industry Co.Ltd(300587) fan Weiwei, securities legal department
Postal Code: 317200
Tel.: 0576-83171218
Contact Fax: 0576-83990868
Contact address: No. 928, Renmin East Road, Tiantai County, Zhejiang Province
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.
4. The witness lawyer shall confirm the valid vote. The witness lawyer of the law firm will formally review the documents listed above submitted by corporate shareholders and individual shareholders, and the valid authorization confirmed by the review will be submitted by the witness lawyer to the collector.
(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 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;
4. The shareholders submitting the power of attorney and relevant documents are consistent with the contents recorded in the register of shareholders.
(VI) if the shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his authorization are different, the power of attorney signed by the shareholder for the last time shall be valid; If the signing time cannot be determined, the last power of attorney received shall be valid.
(VII) after the shareholder authorizes the proxy collector to vote on the solicitation, the shareholder may 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 “agree”, “oppose” or “abstain” and tick “√”. If the trustor selects more than one item or does not choose in this power of attorney, the collector will deem its authorization invalid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced
Collected by: Kong Jin February 16, 2022 Annex:
Zhejiang Tiantie Industry Co.Ltd(300587)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the authorized principal, confirm that I / we have carefully read the full text of the report of Zhejiang Tiantie Industry Co.Ltd(300587) independent directors on public solicitation of entrusted voting rights for the restricted stock incentive plan in 2022, the notice of Zhejiang Tiantie Industry Co.Ltd(300587) on convening the third extraordinary general meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights before signing this power of attorney, 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 Kong Jin, an independent director of Zhejiang Tiantie Industry Co.Ltd(300587) to attend the third extraordinary general meeting of shareholders in Zhejiang Tiantie Industry Co.Ltd(300587) 2022 as my / the company’s agent, and exercise the voting right 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 No. proposal Name: agree, oppose and abstain
Restrictions on Zhejiang Tiantie Industry Co.Ltd(300587) 2022
1.00 proposal on the stock incentive plan (Revised Draft) and its summary
About Zhejiang Tiantie Industry Co.Ltd(300587) 202
