Securities code: 001205 securities abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Announcement No.: 2021-042 Nanjing Shenghang Shipping Co.Ltd(001205)
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.
According to 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”), Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as the “company”) ）Entrusted by other independent directors, Ms. Liu Rong, an independent director, as the collector, publicly solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “2021 incentive plan”) to be considered at the fourth extraordinary general meeting of shareholders in 2021 to be 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 the company’s report on public solicitation of entrusted voting rights by independent directors (hereinafter referred to as “the report”), and are not responsible for the contents of the report. Any statement to the contrary is a false statement.
1、 Statement of the collector
As the collector, I, Liu Rong, 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 shareholders’ entrusted voting rights for the related proposals of the company’s restricted stock incentive plan in 2021 to be considered by the company’s fourth extraordinary general meeting 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 entrusted 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 published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com..cn. ）。 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 soliciter has obtained the consent of other independent directors of the company for the solicitation of entrusted voting rights, and has signed this report. The performance of this report will not violate or conflict with any provisions of laws, regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
(i) Basic information of the company
Company name: Nanjing Shenghang Shipping Co.Ltd(001205)
Registered address: No. 388, ganjiaxiang street, Qixia street, Qixia District, Nanjing
Stock exchange of the company: Shenzhen Stock Exchange
Stock abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205)
Stock Code: 001205
Legal representative: Li Taoyuan
Secretary of the board of directors: Chen shushai
Office address: Building 10, No. 30, GuangYue Road, Qixia District, Nanjing
Postal Code: 210033
Tel.: 025-85668787
Fax: 025-85668989
Company website: www.njshsh.com com.
Email: [email protected].
（2） Matters of this solicitation
The solicitors publicly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the fourth extraordinary general meeting of shareholders in 2021:
Proposal 1: proposal on Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) and its summary
Proposal 2: proposal on the administrative measures for the implementation and assessment of Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan
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 2021
3、 Basic information of the general meeting of shareholders
For details on the convening of this general meeting of shareholders, see the company’s publication on cninfo.com on December 15, 2021（ http://www.cn.info.com..cn. ）Notice on convening the fourth extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-043).
4、 Basic information of the recruiter
(i) The current independent director of the company, Ms. Liu Rong, is the person soliciting the entrusted voting rights. The basic information is as follows:
Ms. Liu Rong, Chinese nationality, has no right of permanent residence abroad. Born in 1980, lawyer. From July 2002 to January 2006, he was a full-time lawyer of Haida law firm; From January 2006 to September 2014, he was the senior partner of Yuhai law firm; From September 2014 to now, he is the director and senior partner of Beijing Gaowen (Dalian) law firm and an independent director of the company.
As of the signing date of this report, Ms. Liu Rong did not hold any shares of the company; There is no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; There are no circumstances prohibited by the company law; Nor has he been punished by the CSRC and other relevant departments or the stock exchange, nor is he the person subject to execution for breach of faith.
（2） At present, the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
（3） The solicitors and their 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, they have no interest with the directors, senior managers, major shareholders and their affiliates of the company and with the solicitation. The subject qualification of the solicitors to solicit entrusted voting rights complies with laws, administrative regulations Provisions of departmental rules, normative documents and articles of association.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the solicitor attended the 13th meeting of the third board of directors held on December 14, 2021 and believed that the relevant contents of the restricted stock incentive plan to be implemented by the company in 2021 were in line with relevant laws and regulations, conducive to the sustainable and healthy development of the company and did not harm the interests of shareholders of the company. Based on the above reasons, the solicitors
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its abstract
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
Both the 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 2021 voted in favour. 6、 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 entrusted voting rights, which is as follows:
(i) Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of December 24, 2021.
（2） Solicitation time: 9:00-11:30 a.m. and 13:30-17:00 p.m. from December 27, 2021 to December 28, 2021.
（3） Solicitation method: in an open manner on the information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com..cn. ）An announcement was issued on the to solicit voting rights.
（4） Solicitation procedures and steps:
Step 1: if the solicitation object decides to entrust the soliciter to vote, The power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) shall be filled in item by item according to the format and content determined in the annex to this report ）。 Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the company’s secretary office entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the company’s secretary office for the collection of entrusted voting rights:
1. If the voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the ID card of the legal representative, the original identity certificate of the legal representative, the original power of attorney and the certificate of shareholding; All documents of 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 an individual shareholder, he shall submit a copy of his ID card, the original power of attorney and the certificate of shareholding;
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 by the company’s secretary office.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Address: Secretary Office Nanjing Shenghang Shipping Co.Ltd(001205) No. S11, science and Innovation Park, October commune, GuangYue Road, Qixia street, Qixia District, Nanjing
Attention: Wang Lu
Tel.: 025-85668787
Postal Code: 210033
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 lawyer of the law firm hired by the company to witness the fourth extraordinary general meeting of shareholders in 2021 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.
The authorization and entrustment of shareholders shall be valid if they meet the following conditions:
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 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.
（5） If a shareholder entrusts his / her voting right to the soliciter repeatedly, but the contents of the 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 same matter cannot be voted more than once, and there are multiple votes (including on-site voting and online voting), the last voting result shall prevail.
（6） In case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following measures:
1. After the shareholder entrusts the voting right of the solicitation to the solicitor, if the shareholder explicitly 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;
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 registration time 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 matters to be solicited in the power of attorney submitted, and choose one of the consent, objection and waiver. If they alter or fill in other symbols, the voting shall be deemed as abstention. If the shareholders do not give clear instructions on the voting opinions on a certain matter to be considered or have two or more instructions on the same matter to be considered, Then the solicitors can vote according to their own wishes.
It is hereby announced.
Soliciter: Liu Rong December 15, 2021 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Nanjing Shenghang Shipping Co.Ltd(001205)
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 independent directors, the notice on convening the fourth extraordinary general meeting of shareholders in 2021 and other relevant documents prepared and announced by the collector for this solicitation of entrusted voting rights, We have fully understood the collection of entrusted voting rights and other relevant information.
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 the solicitation of voting rights by independent directors.
As the authorized principal, I / the company hereby authorize Ms. Liu Rong, an independent director of Nanjing Shenghang Shipping Co.Ltd(001205) to attend the fourth extraordinary general meeting of shareholders in Nanjing Shenghang Shipping Co.Ltd(001205) 2021 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 entrusted voting rights are as follows:
Remarks voting opinions
The proposal is printed in this column
Code proposal name check box
You may agree against the waiver
vote
Non cumulative voting proposal
About Nanjing Shenghang Shipping Co.Ltd(001205) 2021
1.00 restricted shares
