Securities code: 301028 securities abbreviation: Xiamen East Asia Machinery Industrial Co.Ltd(301028) Announcement No.: 2021-043
Xiamen East Asia Machinery Industrial Co.Ltd(301028)
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 content tips:
Time for soliciting voting rights: January 5, 2022 to January 6, 2021 (9:00-11:30 a.m. and 14:00-17:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with 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”), and in accordance with Xiamen East Asia Machinery Industrial Co.Ltd(301028) (hereinafter referred to as the “company”) ）Entrusted by other independent directors, independent director Mr. Liu Zhiyun, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the equity incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 12, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(i) Basic information of the recruiter
1. The current independent director of the company, Mr. Liu Zhiyun, is the person soliciting voting rights. The basic information is as follows:
Liu Zhiyun: male, Chinese nationality, without permanent residency abroad, born in April 1977, doctoral degree, professor. He has worked in Xiamen University since September 2004. At present, he is also a legislative consulting expert of the Judicial Bureau of Xiamen municipal government, executive director of the Banking Law Research Society of China law society, chairman of Fujian Youth Federation Huanchuang (Xiamen) Technology Co., Ltd., director of Xiamen Youshen Network Technology Co., Ltd., independent director of Xiamen Jiarong Technology Co., Ltd., Yuanxiang (Xiamen) International Airlines Beijing Airport High-Tech Park Co.Ltd(600463) Independent director of the company, independent director of GUKE Energy Saving Technology Co., Ltd. and independent director of Yuanxin Yongfeng Fund Management Co., Ltd. He has been an independent director of the company since January 2020.
2. The collector does not hold the company’s shares, has not been punished for securities violations, and has not been 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 the solicitation.
（2） Solicitation of voting opinions and reasons on voting matters
As an independent director of the company, the recruiter attended the 22nd Meeting of the second board of directors held by the company on December 23, 2021 and
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, all of which voted for approval, and expressed independent opinions on the implementation of the restricted stock incentive plan.
The collector believes that the company’s restricted stock incentive plan is conducive to promoting the sustainable development of the company, forming a long-term incentive mechanism for core personnel, and does not damage the interests of the company and all shareholders, especially minority shareholders. The incentive objects of the company’s restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents.
2、 Basic information of the general meeting of shareholders
(i) Meeting time:
Date and time of on-site meeting: 14:30 on Wednesday, January 12, 2022
Online voting time: Wednesday, January 12, 2022
The company’s general meeting of shareholders adopts the online voting system of Shenzhen Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform of Shenzhen stock exchange is 9:15-15:00 on the day of the shareholders’ meeting.
（2） Place of meeting
Room 102, office building 1 Xiamen East Asia Machinery Industrial Co.Ltd(301028) No. 611, Xike street, Xike Town, Tong’an District, Xiamen City, Fujian Province.
（3） Proposals requiring proxy voting rights
No. proposal name
Non cumulative voting motion
1 about the company
<2021 年限制性股票激励计划（草案）>
And its abstract
2 about the company
<2021 年限制性股票激励计划实施考核管理办法>
Proposal for
3. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive
For details of the convening of the general meeting of shareholders, see the company’s announcement on cninfo.com on December 23, 2021（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-042) disclosed on the.
3、 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:
(i) Solicitation object: all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and having gone through the registration procedures for attending the meeting by the end of the transaction on the afternoon of January 4, 2021.
（2） Solicitation time: January 5, 2022 to January 6, 2021 (9:00-11:30 a.m. and 14:00-17:00 p.m.).
（3） Solicitation method: open on cninfo.com（ http://www.cn.info.com..cn. ）An announcement was issued on the to solicit voting rights.
（4） Solicitation procedure
1. If the shareholder decides to entrust the collector to vote, The power of attorney for public solicitation of voting rights by 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 ）。 2. Submit the power of attorney and other relevant documents signed by me to the Secretary Office of the board of directors entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the Secretary Office of the board of directors of the company for the solicitation of voting rights:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit the copy of the business license of the legal person unit, the copy of the legal representative certificate, the original power of attorney and the securities account card; the legal person shareholder shall provide it in accordance with the provisions of this article
(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 securities 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.
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 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 announcement; 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 addresses and recipients of the power of attorney and related documents delivered by the voting shareholder are as follows:
Contact address: No. 611, Xike street, Xike Town, Tong’an District, Xiamen City, Fujian Province Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Postal Code: 361100
Tel.: 0592-7395006
Contact: Han Wenhao
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 public solicitation of entrusted voting rights by independent directors” in a prominent position.
（5） After the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorization that meets all the following conditions will be confirmed to be valid: 1. The power of attorney and relevant documents have been delivered to the designated place according to the requirements of the solicitation procedure of this announcement; 2. The power of attorney and relevant documents have been submitted within the solicitation time; 3. The shareholders have filled in the form specified in the appendix of this announcement Write and sign the power of attorney with clear authorization content, and submit relevant documents completely and effectively; 4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders; 5. Failing to entrust the voting right of the solicitation matters to anyone other than the soliciter. If a shareholder repeatedly authorizes its voting rights on the solicitation matters to the soliciter and 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 order of receipt cannot be judged, the soliciter shall ask the authorized trustor for confirmation by inquiry, If the authorization content cannot be confirmed through this method, the authorization delegation is invalid; 6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy, but has no voting right on the solicitation.
（6） Under the following circumstances of the confirmed valid authorization, the collector can deal with it in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, the collector will recognize that its authorization to the collector will automatically become invalid if it expressly revokes the authorization to the collector in writing before the deadline of the registration of the on-site meeting; 2. The shareholder will cancel the collection If a person other than the collector is authorized to exercise and attend the meeting, and the authorization to the collector is expressly revoked in writing before the deadline of on-site meeting registration, the collector will recognize that its authorization to the collector will automatically become 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 select one of the consents, objections and waivers and tick “√”. If more than one item is selected or not selected, the solicitor will deem its authorization invalid.
（7） Due to the particularity of soliciting voting rights, when reviewing the power of attorney, only the power of attorney submitted by the shareholder according to this announcement shall be formally reviewed, and whether the signature and seal on the power of attorney and related documents are indeed signed or sealed by the shareholder himself or issued by the shareholder himself or the shareholder’s authorized agent shall not be substantially reviewed The power of attorney and relevant supporting documents meeting the formal requirements specified in this announcement are confirmed to be valid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
Collected by: Liu Zhiyun December 23, 2021 attachment:
Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that before signing this power of attorney, I / we have carefully read the Xiamen East Asia Machinery Industrial Co.Ltd(301028) announcement on public solicitation of entrusted voting rights by independent directors, Xiamen East Asia Machinery Industrial Co.Ltd(301028) notice on convening the first temporary 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 voting rights solicitation and other relevant situations.
As the authorized principal, I / the enterprise hereby authorize Mr. Liu Zhiyun, an independent director of Xiamen East Asia Machinery Industrial Co.Ltd(301028) , to attend the first extraordinary general meeting of shareholders in Xiamen East Asia Machinery Industrial Co.Ltd(301028) 2022 as my / the enterprise’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 enterprise’s voting opinions on the matters of this solicitation of voting rights:
No. voting content: Yes, no, abstention
About the company
<2021 年限制性股票激励计划（草 1 案）>
And its abstract
About the company
<2021 年限制性股票激励计划实 2 施考核管理办法>
Proposal for
Notice on requesting the general meeting of shareholders of the company to authorize the board of directors to handle share
three
Proposal on matters related to incentive rights
(the client shall express authorization opinions on each proposal, and 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 Xiamen East Asia Machinery Industrial Co.Ltd(301028) 2022.
