Securities code: 002758 securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2021-070
Bond Code: 128040 bond abbreviation: Huatong convertible bond
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.
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 in accordance with Zjamp Group Co.Ltd(002758) (hereinafter referred to as the “company” or ” Zjamp Group Co.Ltd(002758) ” ）Entrusted by other independent directors, Mr. Weng Guomin, as the collector, publicly solicits entrusted 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 10, 2022. 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, Weng Guomin, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, prepare and sign this report on soliciting shareholders’ entrusted voting rights for the relevant proposals of the equity incentive plan in the first extraordinary general meeting of shareholders in 2022 held on January 10, 2022. 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 such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge, and this report is 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 and misleading statements. The soliciter has obtained the consent of other independent directors of the company to solicit entrusted voting rights this time. The performance of this solicitation report does not violate or conflict with any provision 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: Zjamp Group Co.Ltd(002758)
Registered address: 1605 Zhejiang China Light & Textile Industrial City Group Co.Ltd(600790) Avenue, Keqiao District, Shaoxing City
Stock listing date: May 27, 2015
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Zjamp Group Co.Ltd(002758)
Stock Code: 002758
Legal representative: Bao Zhonghai
Secretary of the board of directors: Jin Ding
Contact address: 8th floor, building 3, Zhejiang Agricultural Science Innovation Park, No. 768, Jianghong Road, Changhe street, Binjiang District, Hangzhou, Zhejiang Province
Tel.: 0571-87661645
Contact Fax: 0571-87661217
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 first extraordinary general meeting of shareholders in 2022:
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>
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） Signing date of the report on soliciting proxy voting rights: December 23, 2021
3、 Basic information of the general meeting of shareholders
For details on the convening of this extraordinary general meeting, see the notice on convening the first extraordinary general meeting in 2022 (Announcement No.: 2021-073) published on cninfo.com.cn and securities times on December 24, 2021.
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Weng Guomin, is the person soliciting voting rights. The basic information is as follows:
Mr. Weng Guomin: male, born in September 1964, Chinese nationality, without permanent residency abroad, doctoral degree. From September 1985 to July 1998, he served as a teaching assistant, lecturer and associate professor in the law department of Hangzhou University; From July 1998 to July 2009, he served as a professor in the school of law of Zhejiang University; From July 2009 to now, he has served as a professor in the school of economics of Zhejiang University; From September 2007 to now, part-time lawyer of Zhejiang Tiance law firm; He has been an independent director of the company since October 2019. He is now an independent director of Zhejiang Chunhui environmental protection and energy Co., Ltd., Zhejiang Zhenlei Technology Co., Ltd. and Hangzhou Yongsheng High Fiber Co., Ltd.
2. At present, the collector has not held 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 with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 18th meeting of the 4th board of directors held on December 23, 2021
<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>
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 and expressed independent opinions on relevant matters.
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 voting rights. The specific contents are as follows:
(i) Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for attending the meeting as of the afternoon of January 4, 2022.
（2） Collection time: January 5, 2022 to January 7, 2022 (9:30-11:30 a.m. and 13:30-17:30 p.m. every day)
（3） Solicitation method: publicly announce the solicitation of entrusted voting rights on the information disclosure website cninfo (www.cn. Info. Com.. CN) and the securities times designated by the CSRC. (4) solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney of Zjamp Group Co.Ltd(002758) independent directors on public solicitation of entrusted voting rights for equity incentive (hereinafter referred to as “power of attorney”) item by item according to the format and content determined in the annex to this report.
Step 2: submit the power of attorney and other relevant documents signed by myself to the Securities Department of the company entrusted by the collector; The Securities 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 a copy of the shareholder’s 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 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 the shareholder’s 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 the relevant documents according to the requirements of step 2 above, they can deliver the power of attorney and relevant documents by personal delivery or registered letter or express mail within the collection time and at the address specified in this report. If the power of attorney and relevant documents are delivered by registered letter or express mail, the time of receipt shall be subject to the time of receipt by the Securities Department of the company. The shareholder who entrusts to vote may also send the power of attorney and relevant documents to the email address designated by the company within the solicitation time（ [email protected]. ）If e-mail is adopted, the time of receipt shall be subject to the time of e-mail delivery.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Address: 8th floor, building 3, Zhejiang agricultural science and Technology Innovation Park, No. 768, Jianghong Road, Changhe street, Binjiang District, Hangzhou, Zhejiang attention: Zjamp Group Co.Ltd(002758) Securities Department
Post code: 310052
Tel.: 0571-87661645
Contact Fax: 0571-87661217
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 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 corporate shareholders and individual 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 after review:
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.
（6） If a shareholder entrusts his / her voting right to the solicitor 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. The same matter cannot be voted more than once. If there are multiple votes (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
（7） After the shareholder authorizes the proxy collector to solicit the voting rights of the matters, the shareholder may attend the meeting in person or by proxy.
（8） 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, and explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will deem 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 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.
Collected by: Weng Guomin appendix: power of attorney for public solicitation of voting rights by independent directors (newspaper clipping, photocopying or self-made in the following format are valid)
Zjamp Group Co.Ltd(002758)
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 Zjamp Group Co.Ltd(002758) independent directors, the notice on convening the first extraordinary general 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. 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.
As the authorized principal, I / the company hereby authorize Weng Guomin, an independent director of Zjamp Group Co.Ltd(002758) to attend the first extraordinary general meeting of shareholders in Zjamp Group Co.Ltd(002758) 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.
My / our company’s voting opinions on this solicitation of voting rights:
Voting opinion
No. proposal name
Agree against waiver
About the company
<2021 年限制性股 1票激励计划（草案）>
Its pick
Proposal to be
About the company
<2021 年限制性股 2票激励计划实施考核管理办 法>
Proposal for
Proposal for the general meeting of shareholders to authorize the board of directors
3. The board will handle the restricted shares in 2021
Proposal on matters related to incentive plan
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, disagree or abstain from the above deliberation items according to the opinions of the authorized client, and tick in the corresponding form
