Securities code: 600884 securities abbreviation: Ningbo Shanshan Co.Ltd(600884) Announcement No.: pro 2022-019 Ningbo Shanshan Co.Ltd(600884)
Announcement on public solicitation of voting rights by independent directors
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Important content tips:
Starting and ending time of solicitation of voting rights: March 9, 2022 to March 11, 2022 (9:00-11:00 a.m. and 13:00-15:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company's shares
According to 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"), Mr. Xu Yanxiu, an independent director of Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as the "company"), is the soliciter, Solicit voting rights from all shareholders of the company on the proposals related to the 2022 stock option and restricted stock incentive plan (hereinafter referred to as the "equity incentive plan") to be considered at the first extraordinary general meeting of 2022 to be held on March 14, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
The current independent director of the company, Mr. Xu Yanxiu, who does not hold shares of the company, is the person soliciting voting rights this time.
(II) voting opinions and reasons for voting matters
The recruiter Mr. Xu Yanxiu held the 25th meeting of the 10th board of directors on February 23, 2022
At the meeting, the company voted in favor of the proposals on the stock option and restricted stock incentive plan in 2022 (Draft) and its abstract, the measures for the administration of the implementation and assessment of the stock option and restricted stock incentive plan in 2022, and the proposal that the general meeting of shareholders of the company authorize the board of directors to handle matters related to the stock option and restricted stock incentive plan in 2022. The specific reasons are as follows:
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
2. The first phase incentive objects determined by the company's equity incentive plan have the qualifications specified in 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; At the same time, the incentive objects are not prohibited from being granted stock options and restricted shares as stipulated in the administrative measures, and the subject qualification of the incentive objects is legal and effective.
3. The contents and deliberation procedures of the company's equity incentive plan comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granted rights and interests of each incentive object and the arrangement for exercising rights and interests do not violate the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders.
4. The company does not provide any guarantee for the loan or other forms of incentive interest of the company under the plan.
5. The company has formulated corresponding assessment management measures for this equity incentive plan. Its assessment system is comprehensive, comprehensive and operable. The setting of assessment indicators is scientific and reasonable. At the same time, it has a restrictive effect on Incentive objects, which can achieve the purpose of this equity incentive plan.
6. The company's implementation of this equity incentive plan can further improve the company's long-term incentive mechanism, fully mobilize the initiative, enthusiasm and creativity of the company's directors, main managers of subsidiaries and core technicians, improve team cohesion, maintain enterprise vitality, and more closely combine the interests of employees with the interests of the company and shareholders, Make all parties concerned and promote the long-term sustainable development of the company without damaging the interests of the company and all shareholders.
7. When the board of directors of the company deliberated the relevant proposals of the equity incentive plan, the related directors have avoided voting, and the deliberation and voting procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and effective. 2、 Basic information of this shareholders' meeting
(I) meeting time
On site meeting time: 13:30, March 14, 2022
Online voting time: March 14, 2022
The shareholders' meeting 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) Venue: conference room, 26th floor, Shanshan building, No. 777, Rili Middle Road, Yinzhou District, Ningbo City, Zhejiang Province
(III) proposals to be deliberated at this shareholders' meeting
No. proposal name
Non cumulative voting motion
Proposal on Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan 1 (Draft) and its abstract
Proposal on the administrative measures for the implementation and assessment of Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan 2
Proposal on the general meeting of shareholders authorizing the board of directors to handle matters related to the company's 2022 stock option and restricted stock incentive plan with three votes
For details about the convening of this general meeting of shareholders, please refer to the company's website (www.sse. Com. CN.) in Shanghai Securities News, Securities Daily, securities times and Shanghai Stock Exchange on the same day Notice of Ningbo Shanshan Co.Ltd(600884) on convening the first extraordinary general meeting of shareholders in 2022 issued on.
3、 Solicitation scheme
（1） Solicitation object
As of the afternoon of March 8, 2022, after the transaction, 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.
（2） Collection time
From March 9, 2022 to March 11, 2022 (9:00-11:00 a.m. and 13:00-15:00 p.m.) (III) solicitation procedure
1. If the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for soliciting voting rights item by item according to the format and content determined in the annex to this report.
2. The client shall provide the soliciter with a list of documents proving its shareholder identity and the expression of entrustment intention, 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 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 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 entrusted voting shareholders 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 report; If registered mail or express mail is adopted, the date stamped by the post office at the place of arrival shall be the date of service. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: 26th floor, Shanshan building, No. 777, Rili Middle Road, Yinzhou District, Ningbo, Zhejiang
Contact: Chen Yinglin Feibo
Tel.: 0574-88208337
Fax: 0574-88208375
Postal Code: 315100
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.
(IV) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting 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.
(V) if a 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 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 authorizer to confirm by inquiry, If the authorization content cannot be confirmed in this way, the authorization delegation is invalid.
(VI) after the shareholder authorizes the collector to vote on the solicitation, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VII) 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 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. 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.
(VIII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholder according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholder himself or issued by the shareholder's authorized agent. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
It is hereby announced.
Collected by: Xu Yanxiu February 23, 2022
enclosure:
Power of attorney for soliciting voting rights
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the Ningbo Shanshan Co.Ltd(600884) announcement on public solicitation of entrusted voting rights by independent directors, Ningbo Shanshan Co.Ltd(600884) notice on convening the first extraordinary shareholders' meeting 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.
As the authorized principal, I / the company hereby authorize Mr. Xu Yanxiu, an independent director of Ningbo Shanshan Co.Ltd(600884) to attend the first extraordinary general meeting of shareholders in Ningbo Shanshan Co.Ltd(600884) 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.
No. name of non cumulative voting proposal agree against abstain
About Ningbo Shanshan Co.Ltd(600884) 2022 stock options and restrictions
one
Proposal on the stock incentive plan (Draft) and its summary
About Ningbo Shanshan Co.Ltd(600884) 2022 stock options and restrictions
two
Proposal on the measures for the administration of the implementation and assessment of incentive stock plans
The general meeting of shareholders of the company authorizes the board of directors to handle the stock issue of the company in 2022
three
Proposal on matters related to the incentive plan of rights and restricted shares
(the client shall express authorization opinions on each proposal. The specific authorization shall be subject to "√" in the corresponding box, and failure to fill in shall be deemed as waiver)
Name of the client (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares held by entrusted shareholders:
Entrusted shareholder's securities account No.:
Signed on:
Validity period of this authorization: from the signing date to the end of the first extraordinary general meeting of shareholders in 2022.
