Securities code: 603918 securities abbreviation: Shanghai Golden Bridge Infotech Co.Ltd(603918) Announcement No.: 2022-025 Shanghai Golden Bridge Infotech Co.Ltd(603918)
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 this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Starting and ending time of solicitation of voting rights: March 3, 2022 – March 4, 2022 (9:30 a.m. – 11:30 p.m., 14:00-17:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as the “company”) 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, Mr. Guan Dongjie, an independent director, is entrusted by other independent directors as 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 9, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
As an independent director of the company, Guan Dongjie did not hold the company’s shares. I attended the 28th meeting of the Fourth Board of directors held by the company on February 21, 2022, and discussed the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2022 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan voted in favour for the following reasons:
1. The formulation and review process of the company’s 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the management measures.
2. It is not found that the company is prohibited from implementing equity incentive as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement equity incentive plan.
3. The incentive objects in the incentive plan (Draft) comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures and other laws, regulations and normative documents, as well as the provisions on subject qualification in the articles of Association; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective.
4. The contents of the incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the management measures; The granting arrangements, exercise / lifting of restrictions on the sale of stock options and restricted shares granted to each incentive object comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the legitimate rights and interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance to incentive objects.
6. The company’s implementation of equity incentive plan is conducive to further optimize the corporate governance structure, promote the company to establish and improve the incentive mechanism, improve the company’s salary assessment system, and enhance the overall cohesion of the company. It is also conducive to fully mobilize the initiative and creativity of the company’s operation and management team and core technical / business personnel, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
I believe that the company’s implementation of equity incentive plan is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. I agree that the company will implement this stock option and restricted stock incentive plan.
2、 Basic information of this shareholders’ meeting
(I) date, time and place of the general meeting of shareholders
Date and time: 13:00 on March 9, 2022
Venue: conference room on the 4th floor of the company, building 25, gem garden, No. 487 Tianlin Road, Xuhui District, Shanghai
(II) proposals considered at the general meeting of shareholders
1. Proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary;
2. Proposal on the management measures for the implementation and assessment of the company’s 2022 stock option and restricted stock incentive plan;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan; 4. Proposal on the company’s employee stock ownership plan (Draft) from 2022 to 2024 and its summary; 5. Proposal on the management measures of the company’s employee stock ownership plan from 2022 to 2024;
6. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s employee stock ownership plan from 2022 to 2024.
7. Proposal on the company’s performance bonus scheme for directors and senior managers in 2021
For details on the convening of this general meeting of shareholders, please refer to the notice of Shanghai Golden Bridge Infotech Co.Ltd(603918) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-024)
3、 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 the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the afternoon of March 2, 2022.
(II) starting and ending time of solicitation: March 3, 2022 – March 4, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.).
（3） Solicitation method: open on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Issue an announcement to solicit voting rights.
(IV) collection procedures and steps
The content of the power of attorney and the form of solicitation of voting rights of the independent director shall be determined one by one according to the form of the power of attorney (hereinafter referred to as “the first notice”).
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 (hereinafter referred to as the “Board Office”); The power of attorney and other relevant documents signed by the Board Office of the company for the solicitation of entrusted voting rights are 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;
And submit the notarial certificate 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 hand, registered letter or express mail to the address specified in this announcement within the collection time; If registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Board Office 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 shareholders entrusted to vote are as follows:
Address: building 25, No. 487, Tianlin Road, Xuhui District, Shanghai
Attention: Shao le
Email: 200233
Tel.: 021-33674396
Fax: 021-647869
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 public solicitation of entrusted voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer confirms 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 entrusted voting shareholders are delivered, the power of attorney meeting all the following conditions will be confirmed to be 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.
(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 authorizes the voting right of the solicitation matters to the solicitation client, if the shareholder expressly revokes the authorization of the solicitation client in writing before the deadline of the registration of the on-site meeting, the solicitation client will be deemed as its authorization to the solicitation client 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.
Soliciter: guandongjie February 21, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Shanghai Golden Bridge Infotech Co.Ltd(603918)
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 announcement of Shanghai Golden Bridge Infotech Co.Ltd(603918) public solicitation of entrusted voting rights by independent directors, the notice of Shanghai Golden Bridge Infotech Co.Ltd(603918) 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 report and 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 by the announcement of independent directors’ solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Guan Dongjie, an independent director of Shanghai Golden Bridge Infotech Co.Ltd(603918) to attend the second extraordinary general meeting of shareholders in Shanghai Golden Bridge Infotech Co.Ltd(603918) 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 are as follows:
The content of the proposal agrees to oppose the abstention No
1. About the company’s 2022 stock option and restricted stock incentive plan (Draft)
(proposal) > and its summary
2. Implementation of the company’s 2022 stock option and restricted stock incentive plan
Proposal on assessment management measures
3. Notice on requesting the general meeting of shareholders to authorize the board of directors to handle the company’s equity incentive plan
Proposal on Relevant Issues
4 about the company’s employee stock ownership plan from 2022 to 2024 (Draft) > and
Proposal on its summary
5. Measures for the management of the company’s employee stock ownership plan from 2022 to 2024 >
Proposal for
6. Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s business from 2022 to 2024
Proposal on matters related to employee stock ownership plan in
7. About the company’s performance award for directors and senior managers in 2021
Proposal of the people’s Republic of China
Note: 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 client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it will be deemed as an authorization
