Securities code: Zhejiang Yinlun Machinery Co.Ltd(002126) securities abbreviation: Zhejiang Yinlun Machinery Co.Ltd(002126) Announcement No.: 2022019
Bond Code: 127037 bond abbreviation: Silver wheel convertible bond
Zhejiang Yinlun Machinery Co.Ltd(002126)
Announcement on public solicitation of entrusted voting rights by independent directors
Independent director Yu Xiaoli guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
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”), Yu Xiaoli, an independent director of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as the “company” or “the company”), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company for relevant proposals to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on March 25, 2022. The CSRC, 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, Yu Xiaoli, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report to solicit shareholders’ entrusted voting rights for the proposals related to the incentive plan considered at the second extraordinary general meeting of shareholders to be held in 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 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 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 of the listed company, and the information released is free of false, misleading statements or major omissions. 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.
2、 Basic information of the company and matters of this solicitation
1. Basic information
(1) Company name: Zhejiang Yinlun Machinery Co.Ltd(002126)
(2) English Name: Zhejiang Yinlun Machinery Co., Ltd
(3) Date of establishment: March 10, 1999
(4) Registered address: No. 8, Shifeng East Road, Fuxi street, Tiantai County, Zhejiang Province
(5) Stock listing time: April 18, 2007
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Zhejiang Yinlun Machinery Co.Ltd(002126)
(8) Stock Code: Zhejiang Yinlun Machinery Co.Ltd(002126)
(9) Legal representative: Xu Xiaomin
(10) Secretary of the board of directors: Chen Min
(11) Office address: No. 8, Shifeng East Road, Fuxi street, Tiantai County, Zhejiang Province
(12) Postal Code: 317200
(13) Tel.: 057683938250
(14) Fax: 057683938806
(15) Internet address: www.yinlun.com cn.
(16) Email: Zhejiang Yinlun Machinery Co.Ltd(002126) @yinlun.cn.
2. Matters of this solicitation
The soliciter will publicly solicit the entrusted voting rights from the company’s shareholders for the following proposals considered at the company’s second extraordinary general meeting in 2022:
(1) Proposal on 2022 stock option incentive plan (Draft) and its summary;
(2) Proposal on the management measures for the implementation and assessment of stock option incentive plan in 2022;
(3) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan. 3、 Basic information of this shareholders’ meeting
For details on the convening of this shareholders’ meeting, please refer to the information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）The disclosed notice on convening the second extraordinary general meeting of shareholders in 2022. 4、 Basic information of the recruiter
1. The current independent director of the company, Yu Xiaoli, is the one who collects the entrusted voting rights. The basic information is as follows: Yu Xiaoli, female, born in January 1963, Chinese nationality, no permanent right of residence abroad, CPC member, doctor and professor. Since 1985, he has been teaching in Zhejiang University, successively serving as the independent director of the sixth and seventh board of directors of the company, the president of the engineering branch of City College of Zhejiang University, the professor and doctoral supervisor of Zhejiang University, the president of Zhejiang automotive engineering society, the director of Zhejiang Bozhong Automotive Technology Co., Ltd., the independent director of Hangzhou Fute Technology Co., Ltd Independent director of Zhejiang Fenglong Electric Co., Ltd. Weifu High-Technology Group Co.Ltd(000581) independent director and independent director of the 8th board of directors of the company.
2. At present, the collector has not held the shares of the company, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The solicitor 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 19th meeting of the 8th board of directors held on March 9, 2022, They also voted in favor of the proposal on 2022 stock option incentive plan (Draft) and its summary, the proposal on measures for the implementation and assessment of 2022 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to 2022 stock option incentive plan.
6、 Solicitation scheme
In accordance with the current laws, regulations, normative documents and the provisions of the articles of association of the company, the collector has formulated the scheme for the collection of entrusted voting rights. The specific contents are as follows:
(I) solicitation object: all 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 as of the afternoon of March 21, 2022.
(II) collection time: from March 22, 2022 to March 23, 2022 (9:00-12:00 and 14:00-17:00 every day).
(III) solicitation method: it is publicly available on cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the CSRC An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, it 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.
Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the Securities Department of the company entrusted by the collector; The power of attorney and other relevant documents signed and received by the Securities Department of the company for the collection of entrusted voting rights are as follows: 1. If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the legal person’s business license, the original identity certificate of the legal representative, the original power of attorney and the stock account card; 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and the 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 the 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 deliver them at the address specified in this report; In case of fax, registered mail or express mail, the time of receipt shall be subject to the time of receipt by the Securities Department of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Mailing address: No. 8, Shifeng East Road, Fuxi street, Tiantai County, Zhejiang Province
Attention: Zhejiang Yinlun Machinery Co.Ltd(002126) Board Office
Tel: 057683938250
Fax: 057683938806
Postal Code: 317200
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 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.
(V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
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 solicitation 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 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.
(VI) if a shareholder entrusts his / her voting rights 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.
You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting and online voting), the last voting result shall prevail.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VIII) in case of the following circumstances in 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, if the shareholder expressly revokes 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 registration 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.
Annex: power of attorney for public solicitation of voting rights of independent directors
Collected by: Yu Xiaoli March 9, 2022 attachment:
Zhejiang Yinlun Machinery Co.Ltd(002126)
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 report of Zhejiang Yinlun Machinery Co.Ltd(002126) on public solicitation of voting rights of independent directors, the notice of Zhejiang Yinlun Machinery Co.Ltd(002126) on convening the second extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of entrusted voting rights, We have fully understood the relevant conditions such as the solicitation of entrusted voting rights.
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.
I / the company, as the authorized principal, hereby authorize Yu Xiaoli, an independent director of Zhejiang Yinlun Machinery Co.Ltd(002126) to attend the second extraordinary general meeting of shareholders in Zhejiang Yinlun Machinery Co.Ltd(002126) 2022 as my / the company’s agent, and exercise the right to vote on the matters to be 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:
Table 3 voting opinions on proposals of the general meeting of shareholders
Proposal code proposal name remarks
Agree against abstention
100 total proposals: all proposals except cumulative voting proposals
Non cumulative voting proposal
1.00 about 2022 stock option incentive plan (Draft) and its abstract
A motion to amend the Constitution
