Securities code: 688408 securities abbreviation: Arctech Solar Holding Co.Ltd(688408) Announcement No.: 2022-011 Arctech Solar Holding Co.Ltd(688408)
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 the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law.
Important content tips:
Starting and ending time of solicitation of voting rights: March 4, 2022 to March 9, 2022
The collector solicits approval votes for proposals 1, 2 and 3 of the general meeting of shareholders
The collector does not hold the company's shares
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and entrusted by other independent directors of Arctech Solar Holding Co.Ltd(688408) (hereinafter referred to as the "company" and the company), Mr. Wang huaiming, an independent director, is the collector, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive considered at the third extraordinary general meeting of shareholders in 2022 to be held on March 10, 2022. 1、 Statement of the collector
As the collector, I, Wang huaiming, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, publicly solicit the entrusted voting rights of shareholders for the relevant proposals of the equity incentive plan in the third extraordinary general meeting of the company in 2022 and sign this announcement.
I do not have the situation that I shall not solicit voting rights as a soliciter in public as stipulated in Article 3 of the Interim Provisions on the administration of the public solicitation of shareholders' rights of listed companies issued by the CSRC, and promise to continue to meet the conditions as a soliciter from the solicitation date to 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 or conflict with any provisions of laws and regulations, the articles of association or the internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: Arctech Solar Holding Co.Ltd(688408)
Stock abbreviation: Arctech Solar Holding Co.Ltd(688408)
Stock Code: 688408
Legal representative: Cai Hao
Secretary of the board of directors: Liu Yijun
Contact address: No. 190, Huayang Road, Lujia Town, Kunshan City, Jiangsu Province
Postal Code: 215300
Tel.: 0512-57353472-8088
(II) matters of this solicitation
The solicitors publicly solicit the entrusted voting rights for the following proposals considered at the third extraordinary general meeting of shareholders in 2022:
No. proposal name
Non cumulative voting motion
1. Proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022
(III) the signing date of the announcement of soliciting entrusted voting rights: February 18, 2022.
3、 Basic information of this shareholders' meeting
(I) meeting time
1. On site meeting time: 14:00 PM, March 10, 2022
2. Online voting time: March 10, 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: conference room on the second floor of the company, No. 190 Huayang Road, Lujia Town, Kunshan City, Jiangsu Province
(III) proposals requiring proxy voting rights
No. proposal name
Non cumulative voting motion
1. Proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
3 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022
For details on the convening of this general meeting of shareholders, please refer to the official website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 18, 2022 And the notice of Arctech Solar Holding Co.Ltd(688408) on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-010) disclosed in China Securities News, Shanghai Securities News, securities times and Securities Daily.
4、 Basic information of the recruiter
1. Mr. Wang huaiming, an independent director of the company, is the candidate for the solicitation of voting rights. His basic information is as follows: Mr. Wang huaiming, male, born in 1963, Chinese nationality, no permanent right of residence abroad, doctoral degree and professor. Mr. Wang huaiming once worked in the Party Committee Office of Nanjing Agricultural University and the school of economics and management of Nanjing Agricultural University. From August 2014 to November 2021, he served as Jiangsu Zijin Rural Commercial Bank Co.Ltd(601860) independent director; From December 2014 to June 2021, he served as Wuxi Rural Commercial Bank Co.Ltd(600908) independent director; From February 2016 to March 2019, served as the chairman of the board of supervisors of Nanjing Agricultural University Asset Management Co., Ltd; From October 2016 to February 2018, he served as an independent director of Jiangsu haisida power supply Co., Ltd. From January 2013 to now, he has been a professor in the school of finance of Nanjing Agricultural University; From November 2021 to now, he has been Chengdu Ald Aviation Manufacturing Corporation(300696) an independent director; Since September 2017, he has served as an independent director of the company.
2. At present, the solicitors do not hold the company's shares, 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 interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and the solicitation.
5、 Solicit the voting opinions and reasons of the voting matters
As an independent director of the company, Mr. Wang huaiming attended the 28th meeting of the second board of directors held on February 17, 2022, And the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary and the proposal on the measures for the administration of the implementation of the company's 2022 restricted stock incentive plan related to the implementation of the company's 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan") All three proposals in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022 voted for approval, and expressed independent opinions on the implementation of the incentive plan by the company.
The solicitors believe that this incentive plan of the company is conducive to promoting the sustainable development of the company, forming a long-term incentive mechanism for the core backbone of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects of the company's incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents.
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 scheme for soliciting voting rights. The specific contents are as follows:
(I) collection object
As of the afternoon of March 3, 2022, all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and went through the registration procedures for attending the meeting.
(II) collection time
From March 4, 2022 to March 9, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m.) (III) collection method
It is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And Shanghai Securities News, China Securities News, securities times and Securities Daily issued announcements to solicit entrusted voting rights. (IV) collection procedure
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 announcement. 2. The trustor shall provide the office of the board of directors of the company entrusted by the collector with a list of documents proving the identity of its shareholders and the expression of intention of entrustment, including (but not limited to):
(1) If the entrusted 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 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 legal person shareholder;
(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 a copy of its 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.
3. After the shareholders who entrust to vote have prepared relevant documents according to the above requirements, 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 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:
Contact address: No. 190, Huayang Road, Lujia Town, Kunshan City, Jiangsu Province, Arctech Solar Holding Co.Ltd(688408) company
Postal Code: 215300
Attention: Hang Chunhua, securities affairs department
Tel.: 0512-57353472 ext. 8088
Contact email: investor [email protected].
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 entrusted 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 power of attorney meeting all the following conditions is confirmed to be 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;
4. The basic information of the shareholders who submitted the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders on March 3, 2022;
5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter. If a shareholder repeatedly authorizes the collector of his voting rights on the solicitation and the contents of his authorization are different, the power of attorney signed by the shareholder last time shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid. If the order of receiving time cannot be judged, the collector shall ask the authorized trustee for confirmation by inquiry, If the authorization content cannot be confirmed in this way, the authorization delegation is invalid.
6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VI) in case of any of the following circumstances in the confirmed valid power of attorney, 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 a shareholder authorizes a person other than the collector to exercise and attend the meeting, and expressly revokes the authorization to the collector in writing before the deadline of the registration of the on-site meeting, the collector will determine that its authorization to the collector is automatically 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;
3. Shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of "agree", "disagree" and "abstain"
