Securities code: Hunan Yujing Machinery Co.Ltd(002943) securities abbreviation: Hunan Yujing Machinery Co.Ltd(002943) Announcement No.: 2022013 Hunan Yujing Machinery Co.Ltd(002943)
Announcement 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:
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 Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as the “company” or ” Hunan Yujing Machinery Co.Ltd(002943) “) and other independent directors, As the collector, Mr. Jiang Yunhui, an independent director, publicly solicited the entrusted voting rights from all shareholders of the company on the relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on March 21, 2022.
To the contrary, the Shenzhen Stock Exchange shall be liable for the untruthfulness of the contents of this announcement, the inaccuracy of any statement made by the CSRC and any other department, and for the untruthfulness of any statement made by the CSRC.
1、 Statement of the collector
I, Jiang Yunhui, as the soliciter, have made and signed this announcement in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to solicit shareholders’ entrusted voting rights for relevant proposals in the first extraordinary general meeting of shareholders in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we 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 was publicly conducted free of charge, and was published in the securities times, Shanghai Securities News, China Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）Make an announcement on the Internet. 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 announcement does not violate or conflict with any provision of laws, regulations, the articles of association or the company’s internal system. This announcement is only for the purpose of soliciting voting rights this time, and shall not be used for any other purpose.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: Hunan Yujing Machinery Co.Ltd(002943)
Registered address: No. 01, north of Ziyang Avenue, Changchun Economic Development Zone, Yiyang City, Hunan Province
Stock listing date: November 29, 2018
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Hunan Yujing Machinery Co.Ltd(002943)
Stock Code: Hunan Yujing Machinery Co.Ltd(002943)
Legal representative: Yang Yuhong
Secretary of the board of directors: Zhou Boping
Contact address: No. 01, north of Ziyang Avenue, Changchun Economic Development Zone, Yiyang City, Hunan Province
Tel.: 07372218141
Contact Fax: 07374322165
Email: zhouboping@yj -cn. com.
(II) matters of this solicitation
The soliciter will publicly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
1. Proposal on the company’s 2022 stock option incentive plan (Draft) and its summary;
2. Proposal on the management measures for the implementation and assessment of the company’s stock option 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 2022 stock option incentive plan.
(III) signing date of the announcement of soliciting entrusted voting rights: March 2, 2022
3、 Basic information of this shareholders’ meeting
The specific contents of this shareholders’ meeting are detailed in the company’s disclosure on cninfo (www.cn. Info. Com. CN) Notice on convening the first extraordinary general meeting of shareholders in 2022 on Securities Daily, China Securities News, securities times and Shanghai Securities News.
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Jiang Yunhui, is the person soliciting voting rights. The basic information is as follows:
Born in December 1963, Chinese nationality, without permanent residency abroad, bachelor degree, major in law,
He began to work in the Judicial Bureau of Yiyang District in July 1982, served as the chief of the grass-roots work section in February 1987, transferred to work as a lawyer in 1989, obtained the lawyer qualification certificate in May 1991, served as the director of Yiyang Legal Aid Center in 2007, and established Hunan wanwei law firm (partner) and practiced in the firm since November 2012, Transferred to Hunan Yincheng law firm (partner) in January 2021; He has served as an independent director of the company since May 20, 2021.
2. At present, the collector has not held the 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.
3. 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 with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 8th meeting of the 4th board of directors held by the company on February 24, 2022, and made comments on the proposal on the company’s stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan voted in favour and expressed independent opinions on the relevant proposals.
6、 Solicitation scheme
In accordance with the current laws and regulations, normative documents and the articles of association of the company of China, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(I) solicitation objects: shareholders of the company who have been registered in the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and have gone through the registration procedures for attending the meeting after the end of the stock market trading on the afternoon of March 14, 2022.
(II) collection time: March 15, 2022 to March 16, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m. every day)
(III) method of solicitation: publicly published in securities times, Shanghai Securities News, China Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）An announcement was issued on the 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 Hunan Yujing Machinery Co.Ltd(002943) 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: submit the power of attorney and other relevant documents signed by myself to the Securities Affairs Department of the company entrusted by the collector; The Securities Affairs Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of entrusted voting rights:
1. If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, the original certificate of legal representative, the original power of attorney and the shareholder 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 shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney and the shareholder 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 hand, registered letter or express mail within the collection time, and deliver them 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 Affairs 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:
Address: No. 01, north of Ziyang Avenue, Changchun Economic Development Zone, Yiyang City, Hunan Province
Attention: Liu Tuofu
Postal Code: 413001
Tel.: 07372218141
Fax: 07374322165
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 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 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 entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization 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 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 attends in person or 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 on-site meeting registration, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
3. If a shareholder chooses not to vote or abstains from voting, it shall be deemed invalid in one of the matters it chooses or objects to in the proxy solicitation.
It is hereby announced.
Soliciter: Jiang Yunhui March 2, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Hunan Yujing Machinery Co.Ltd(002943)
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that I / we have carefully read the announcement of public solicitation of entrusted voting rights, the notice of Hunan Yujing Machinery Co.Ltd(002943) on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights before signing this power of attorney, and 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.
I / the company, as the authorized principal, hereby authorize Mr. Jiang Yunhui, an independent director of Hunan Yujing Machinery Co.Ltd(002943) to attend the first extraordinary general meeting of shareholders in Hunan Yujing Machinery Co.Ltd(002943) 2022 as my / the company’s agent, and exercise the right to vote on the matters to be considered at the following meeting according to the instructions of this power of attorney.
proposal
Voting content: agree against abstention
code
About the company’s 2022 stock option incentive plan (Draft) and
one
Proposal on its summary
Regulations on the assessment of the implementation of the company’s stock option incentive plan in 2022
two
Proposal on management measures
Notice on submitting to the general meeting of shareholders to authorize the board of directors to handle the stock transactions in 2022
3.00 proposal on matters related to option incentive plan
General voting theory
