Stock Code: 300428 stock abbreviation: Lizhong Sitong Light Alloys Group Co.Ltd(300428) Announcement No.: 2022-018 Lizhong Sitong Light Alloys Group Co.Ltd(300428)
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. Mr. Li Liang meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China, 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. The collector promises not to transfer its shares from the collection date to the announcement of the resolution of the general meeting of shareholders deliberating the collection proposal.
In accordance with 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”) and the entrustment of other independent directors of Lizhong Sitong Light Alloys Group Co.Ltd(300428) (hereinafter referred to as the “company”), Mr. Li Liang, an independent director, is the collector, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on March 8, 2022.
The CSRC, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents of this announcement, and are not responsible for the contents of this announcement. Any statement to the contrary is a false statement.
1、 Basic information of the solicitor, opinions and statements on the solicitation matters
(I) basic information of the recruiter
1. The current independent director of the company, Mr. Li Liang, is the person soliciting voting rights. The basic information is as follows:
Mr. Li Liang: born in 1967, Chinese nationality, without the right of abode abroad. He obtained the bachelor’s degree and master’s degree of law from Jilin University in China. He obtained an MBA degree from York University (shulich School of business, York University). He once served as the business manager of Jilin native products and livestock import and Export Corporation and the trade representative of the representative office of Jilin Provincial Department of foreign trade in South Africa. He has worked as a lawyer since returning to China in 2005. He has successively worked in Beijing BOC law firm, Beijing Deheng Law Firm and Beijing Jindu law firm. Now he works in Beijing longshuo law firm and is one of the founding partners of Beijing longshuo law firm. Since 2020, he has served as an independent director of the company.
2. At present, the collector does not hold shares of the company, is not punished for securities violations, and is not 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 company’s equity; As an independent director of the company, he has no interest relationship with other directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
4. The soliciter is not the incentive object of the company’s equity incentive plan, and has no other interest relationship with the solicitation.
5. The subject qualification of soliciting entrusted voting rights meets the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) opinions of the soliciter on the solicitation matters
As an independent director of the company, Mr. Li Liang, the recruiter, attended the 24th Meeting of the Fourth Board of directors held on February 18, 2022, Voted in favor of the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 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, And expressed independent opinions on relevant matters.
The solicitors believe that the company’s implementation of the restricted stock incentive plan in 2022 is conducive to the sustainable development of listed companies and will not damage the interests of listed companies and all shareholders.
(III) statement of the collector
I, Li Liang, as the soliciter, have prepared and signed this report by soliciting shareholders’ entrusted voting rights for the second extraordinary general meeting of shareholders to be held in 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors. I do not have the situation that I shall not publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies issued by the CSRC, and I promise to continue to comply with the provisions of this article from the solicitation date to the exercise date of this report. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and will bear separate and joint legal liabilities for its authenticity, accuracy and integrity, and will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
This solicitation of voting rights is publicly conducted free of charge. This report is announced on cninfo (www.cn. Info. Com. CN), an information disclosure website designated by the CSRC. 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, misleading statements or major omissions. The soliciter has obtained the consent of other independent directors of the company to solicit the voting rights entrusted by shareholders this time. The performance of this report will not violate or conflict with any provisions in 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: Lizhong Sitong Light Alloys Group Co.Ltd(300428)
(2) English Name: Lizhong Sitong Light Alloys Group Co., Ltd
(3) Date of establishment: July 28, 1998
(4) Registered address: No. 359, Fazhan West Street, Qingyuan District, Baoding City, Hebei Province
(5) Stock listing time: March 19, 2015
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Lizhong Sitong Light Alloys Group Co.Ltd(300428)
(8) Stock Code: 300428
(9) Legal representative: Zang Yongxing
(10) Secretary of the board of directors: Li Zhiguo
(11) Office address: No. 359, Fazhan West Street, Qingyuan District, Baoding City, Hebei Province
(12) Postal Code: 071000
(13) Tel.: 0312-5806816
(14) Fax: 0312-5806515
(15) Email: [email protected].
(16) Internet address: www.lizhonggroup.com com.
2. Solicitation matters
The collector solicits the entrusted 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 the company’s 2022 restricted stock incentive plan (Draft) and its summary;
Proposal 2: proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022;
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 notice on convening the second extraordinary general meeting of shareholders in 2022 announced by the company on cninfo.com, an information disclosure website designated by the CSRC.
4、 Solicitation scheme
In accordance with the current laws and regulations of China, normative documents and the articles of association, the collector has formulated the scheme for soliciting 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 March 1, 2022.
(II) starting and ending time of collection: March 2, 2022 – March 3, 2022 (9:30-11:30 a.m. and 14:00-17:00 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
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 announcement.
Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the Securities Department of the company entrusted by the collector; The power of attorney and other relevant documents signed and received by the Securities Department of the company for the solicitation of entrusted voting rights are as follows:
(1) The original of the shareholder’s legal person’s certificate of identity and the copy of the proxy card of the shareholder’s legal person’s legal representative and voting account shall be submitted; 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 announcement; If registered letter or express mail is adopted, 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 related documents delivered by the shareholders entrusted to vote are as follows:
Address: Lizhong building, No. 948, Qiyi East Road, Baoding
Attention: Feng Yuqi
Postal Code: 071000
Tel.: 0312-5806816
Fax: 0312-5806515
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 will confirm the valid vote, and 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 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 power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(VI) if the shareholder repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents 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. You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
(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, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of 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 choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
It is hereby announced.
Annex: power of attorney for public solicitation of voting rights of independent directors
Collected by: Li Liang February 18, 2022 attachment:
Lizhong Sitong Light Alloys Group Co.Ltd(300428)
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 Lizhong Sitong Light Alloys Group Co.Ltd(300428) independent directors, the notice on convening the second extraordinary general meeting of shareholders 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 announcement of independent directors’ solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Li Liang, an independent director of Lizhong Sitong Light Alloys Group Co.Ltd(300428) to attend the second extraordinary general meeting of shareholders in Lizhong Sitong Light Alloys Group Co.Ltd(300428) 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.
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