Securities code: 301046 securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2021-028 Shanghai Nenghui Technology Co.Ltd(301046)
Report on public solicitation of entrusted voting rights by independent directors
Important:
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”), Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as the “company”) ）Liu Dunnan, an independent director, is entrusted by other independent directors as the collector to solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) deliberated at the fifth extraordinary general meeting of 2021 held on December 30, 2021.
China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
As the collector, I, Liu Dunnan, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, have prepared and signed this report to solicit the shareholders’ entrusted voting rights for the proposals related to the restricted stock incentive plan in 2021 discussed at the fifth extraordinary general meeting of the company in 2021. The collector guarantees that there are no false records, misleading statements or major omissions in this report, 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 activities such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false records and misleading statements.
The performance of this report does not violate or conflict with any provision of laws, regulations, the articles of association or the company’s internal system. This report 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
1. Basic information
(1) Company name: Shanghai Nenghui Technology Co.Ltd(301046)
(2) Stock listing time: August 17, 2021
(3) Stock Exchange: Shenzhen Stock Exchange
(4) Stock abbreviation: Shanghai Nenghui Technology Co.Ltd(301046)
(5) Stock Code: 301046
(6) Legal representative: Luo Chuankui
(7) Secretary of the board of directors: Luo Lianming
(8) Office address: Room 305, building 2, Lane 288, Tongxie Road, Changning District, Shanghai
(9) Postal Code: 200335
(10) Tel.: 021-50896255
(11) Fax: 021-50896256
(12) Internet address: www.nhet.com.. CN
(13) Email: [email protected] I. collection items
The collector publicly solicits the entrusted voting rights from all shareholders of the company for the proposals related to the restricted stock incentive plan considered at the fifth extraordinary general meeting of shareholders in 2021. The proposals are as follows:
No. proposal name
1 about the company
<2021 年限制性股票激励计划（草案）>
And its summary
2 about the company
<2021 年限制性股票激励计划实施考核管理办法>
Motion
2 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021
3、 Basic information of the general meeting of shareholders
For details on the convening of this extraordinary general meeting, please refer to the announcement on the notice on convening the fifth extraordinary general meeting of the company in 2021 (Announcement No.: 2021-030) published on cninfo.com.cn on the same day.
4、 Basic information of the recruiter
1. Liu Dunnan, the current independent director of the company, is the candidate for the solicitation of voting rights. His basic information is as follows: male, born in July 1979, Chinese nationality, no overseas permanent residence right, and doctor of power system automation of Tsinghua University. From July 2008 to now, he has worked as a teacher in the school of economics and management of North China Electric Power University. Currently Shanghai Nenghui Technology Co.Ltd(301046) independent director.
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 collector 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 20th meeting of the second board of directors held on December 14, 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan Both of them voted in favour and expressed their independent opinions on the relevant motions.
6、 Solicitation scheme
The soliciter has formulated the scheme for soliciting voting rights in accordance with the current laws, administrative regulations, normative documents and the articles of association of the company. The specific contents are as follows:
1. Solicitation object: the shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting after the end of the transaction on Wednesday, December 22, 2021.
2. Collection time: from December 23 to December 24, 2021 (9:30-11:30 a.m. and 13:30-16:30 p.m. on working days).
3. Solicitation method: publish an announcement on the information disclosure media cninfo website designated by the CSRC in an open manner to solicit entrusted voting rights.
4. Solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
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; The power of attorney and other relevant documents shall be signed and received by the office of the board of directors of the company for the collection 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 voting shareholder is a natural person shareholder, he shall submit a copy of his 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 a 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 report; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt at the office of the board of directors of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Attention: Luo Lianming
Contact address: Room 305, building 2, Lane 288, Tongxie Road, Changning District, Shanghai
Tel.: 021-50896255
Fax: 021-50896256
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate the words “power of attorney for independent directors to solicit voting rights” in a prominent position.
Step 4: the witness lawyer shall confirm the valid votes.
The witness lawyer of the law firm hired by the company will conduct formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer. 5. After the documents submitted by the entrusted voting shareholders are delivered, 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 according to the requirements of the collection procedure of this report; (2) the power of attorney and relevant documents have been submitted within the collection time;
(3) The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, 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.
6. If a shareholder entrusts his / her voting right to the soliciter repeatedly, but the contents of his / her 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.
7. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy.
8. In case of the following circumstances in the confirmed valid authorization, the collector can deal with them in accordance with the following methods: (1) after the shareholder entrusts the voting right of the collection to the collector, and explicitly cancels the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will recognize that its authorization to the collector 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 on-site meeting registration, the solicitor will deem 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: Shanghai Nenghui Technology Co.Ltd(301046) power of attorney for public solicitation of voting rights by independent directors collected by: Liu Dunnan December 14, 2021 Annex:
Shanghai Nenghui Technology Co.Ltd(301046)
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 Shanghai Nenghui Technology Co.Ltd(301046) independent directors prepared and announced by the collector for this solicitation of voting rights, the announcement of Shanghai Nenghui Technology Co.Ltd(301046) on the Notice of convening the fifth extraordinary general meeting of shareholders in 2021 and other relevant documents, We have fully understood the voting rights solicitation and other relevant situations.
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 report on voting rights solicitation of independent directors.
I / the company, as the authorized principal, hereby authorize Shanghai Nenghui Technology Co.Ltd(301046) independent director Liu Dunnan as my / the company’s agent to attend the fifth extraordinary general meeting of shareholders in Shanghai Nenghui Technology Co.Ltd(301046) 2021 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:
Remarks voting opinions
Proposal code proposal name check this column
The column may agree to abstain from voting
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting
proposal
1.00 about the company
<2021 年限制性股票激励计划（草√ 案）>
And its summary
2.00 about the company
<2021 年限制性股票激励计划实施√ 考核管理办法>
Motion
2.00 about requesting the general meeting of shareholders of the company to authorize the board of directors to handle 2021 √
Proposal on matters related to the restricted stock incentive plan in
Note: 1. Shareholders are requested to select one of their voting opinions with “√” in the column of “agree”, “oppose” or “abstain”. Multiple choices are invalid, and multiple choices or do not fill in the form
