Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2021-070 Beijing Baolande Software Corporation(688058)
Announcement on public solicitation of entrusted voting rights by independent directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Starting and ending time of solicitation of voting rights: January 10, 2022 to January 11, 2022
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
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”), and in accordance with Beijing Baolande Software Corporation(688058) (hereinafter referred to as the “company” or ” Beijing Baolande Software Corporation(688058) ” ）Entrusted by other independent directors, Mr. Zhang Wei, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2021 restricted stock incentive plan considered by the first extraordinary general meeting of 2022 to be held on January 12, 2022.
China Securities Regulatory Commission, Shanghai 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 Zhang Wei, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, publicly solicit the entrusted voting rights of shareholders on the relevant proposals of the equity incentive plan in the first extraordinary general meeting of the company in 2022. I am not allowed to publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions on the management of shareholders’ rights of listed companies by companies issued by the CSRC, and promise to continuously meet the conditions as a soliciter from the solicitation date to the exercise date. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and is legally responsible for its authenticity, accuracy and integrity, and that it will not use the voting rights collected this time 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 announced on the website of Shanghai Stock Exchange. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, 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 the entrusted voting rights this time. The performance of this announcement will not violate or conflict with any provisions of laws and regulations, the articles of association or the internal system of the company.
2、 Basic information of the company
Company name: Beijing Baolande Software Corporation(688058)
Stock abbreviation: Beijing Baolande Software Corporation(688058)
Stock Code: 688058
Legal representative: Yi Cundao
Secretary of the board of directors: Zhang Jianhui
Contact address: room 803-806, Zhongqing building, No. 19, North East Third Ring Road, Chaoyang District, Beijing
Postal Code: 100020
Tel.: 010-65936966-8032
mail box: [email protected].
3、 Basic information of the collector, voting opinions on voting matters and reasons
(i) Basic information of the recruiter
The current independent director of the company, Mr. Zhang Wei, is the person to solicit voting rights. His basic information is as follows: 1. Mr. Zhang Wei, born in August 1968, Chinese nationality, has no permanent right of residence abroad, has a master’s degree, and served as the project manager of China Aviation Service Co., Ltd. from January 1999 to March 2000, From April 2002 to May 2004, he served as the director of Beijing penglian Investment Consulting Co., Ltd., from June 2004 to January 2006, and from January 2006 to January 2006, he served as the investment director of Beijing Zhongji wenbang Investment Co., Ltd
In August, he served as the investment director of Beijing Huizhong Taide Investment Co., Ltd. and the Department Manager of Beijing olanzide International Travel Agency Co., Ltd. from September 2006 to November 2007, From November 2007 to July 2009, he served as Beijing field Venture Capital Co., Ltd (formerly known as Beijing Zhongji Hanbang Investment Co., Ltd.), vice president, served as deputy general manager of Equity Investment Department of Bangxin Asset Management Co., Ltd. from August 2010 to September 2011, executive director of China new investment promotion Equity Investment Co., Ltd. from October 2011 to November 2012, deputy general manager of China Hisense Guarantee Co., Ltd. from August 2013 to July 2014, and from September 2014 to 2015 He served as deputy general manager of Beijing Hongshi Asset Management Co., Ltd. in March, deputy general manager of Beijing Guoyi Zhengtong Investment Fund Management Co., Ltd. from April 2015 to September 2016, deputy general manager of Beijing Hongshi Asset Management Co., Ltd. from October 2016 to January 2017, and deputy general manager of Beijing Jiahe Zhengsheng investment Fund Management Co., Ltd. from February 2017 to September 2018, From July 2020 to now, he has served as the executive director of Beijing jianglai Guanghui Technology Co., Ltd. He has been an Beijing Baolande Software Corporation(688058) independent director since August 2021.
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 sixth meeting of the third board of directors held by the company on December 24, 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>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, all of which voted for approval, and expressed independent opinions on the implementation of the company’s 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, and agree to the company’s implementation of the restricted stock incentive plan
Submit the above proposal to the general meeting of shareholders of the company for deliberation.
4、 Basic information of the general meeting of shareholders
(i) Meeting time
1. On site meeting time: 14:00 on January 12, 2022
2. Online voting time: January 12, 2022
The company’s general meeting of shareholders adopts the online voting system of Shanghai 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 is 9:15-15:00 on the day of the general meeting of shareholders. （2） Place of meeting
Room 803-806, Zhongqing building, No. 19, North East Third Ring Road, Chaoyang District, Beijing
（3） Proposals requiring proxy voting rights
Proposal name
Serial number
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 to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021
See the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-071) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on December 25, 2021.
5、 Solicitation scheme
(i) Solicitation object
As of the afternoon of January 7, 2022, all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and went through the registration procedures for attending the meeting.
（2） Collection time
From January 10, 2022 to January 11, 2022 (10:00-12:00 a.m. and 14:00-17:00 p.m.) (III) collection method
A public announcement shall be published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) in a public manner to solicit entrusted voting rights.
（4） Solicitation procedure
1. If the shareholders decide to entrust the soliciter to vote, they shall fill in the power of attorney for public solicitation of voting rights of 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 report.
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 shareholder entrusted to vote is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the 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 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 stock 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 report; If registered letter or express mail is adopted, the delivery time shall be subject to the receipt time of the Securities Department of the company. The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholder are as follows:
Address: room 803-806, Zhongqing building, No. 19, North East Third Ring Road, Chaoyang District, Beijing
Postal Code: 100020
Tel: 010-65936966-8032
Contact: Zhang Jianhui, Guo Xing
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 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 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 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, and the authorized content is clear, and the relevant documents submitted are complete and effective;
4. The basic information of the shareholders submitting the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders; 5. The voting right of the solicitation matters is not entrusted 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） In case of the following circumstances in the confirmed valid authorization, the collector will deal with them in accordance with the following measures: 1. After the shareholders entrust the voting right of the collection to the collector, and explicitly revoke 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; 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 “agree”, “oppose” or “abstain” and tick “√”. If more than one 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 report are confirmed to be valid.
It is hereby announced.
