Securities code: Hpf Co.Ltd(300350) securities abbreviation: Hpf Co.Ltd(300350) announcement Code: (2022) No. 014 Hpf Co.Ltd(300350)
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.
Special statement:
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Gong Kaisong, meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China, Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies;
2. As of the disclosure date of this announcement, the collector does not hold shares of the company.
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 the entrustment of other independent directors of Hpf Co.Ltd(300350) (hereinafter referred to as the “company”), As the collector, Mr. Gong Kaisong, an independent director, publicly solicited the entrusted voting rights from all shareholders of the company on the relevant proposals of the 2022 fixed-term stock incentive plan (hereinafter referred to as the “incentive plan”) to be considered at the first extraordinary general meeting of 2022 to be held on March 17, 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, Gong Kaisong, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, publicly solicits the entrusted voting rights of shareholders on the matters related to the restricted stock incentive plan in 2022 deliberated at the first extraordinary general meeting in 2022 and signs this report.
The collector guarantees that there are no false records, misleading statements or major omissions in this report, and its securities fraud such as true market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge on the gem information disclosure website cninfo (www.cn. Info. Com. CN.) designated by the CSRC Make an announcement on the Internet. 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 and signed this report. The performance of this report will not violate or conflict with any provisions of laws and 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
Company name: Hpf Co.Ltd(300350)
Securities code: Hpf Co.Ltd(300350)
Legal representative: Zhang Jingyu
Secretary of the board of directors: Cheng Yuqi
Registered address: 4308, building T2, Shenye Shangcheng (South District), No. 5001 Huanggang Road, Lianhua Yicun community, Huafu street, Futian District, Shenzhen, Guangdong Province
Postal Code: 518037
Tel: 075584190988
Contact Fax: 075584160867
Email: [email protected].
(II) collection items
The soliciter solicits the following proposals to be considered at the first extraordinary general meeting of the company in 2022 from the shareholders of the company, and publicly solicits the entrusted voting rights from all shareholders of the company:
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its abstract 2. Proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan 3. Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan
(III) signing date of this proxy voting right report: February 28, 2022
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the company’s gem information disclosure website cninfo (www.cn. Info. Com. CN.) designated by the CSRC Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the.
4、 Basic information of the recruiter
(I) the current independent director of the company, Mr. Gong Kaisong, is the person soliciting voting rights. The basic information is as follows:
Mr. Gong Kaisong: male, Chinese nationality, without permanent residency abroad, born in December 1965, doctoral candidate of Sun Yat sen University, non practicing member of Chinese certified public accountants. He once worked as a cadre of Tianjin automobile wiper factory, an independent director of Guangzhou Sanjing Electric Co., Ltd. and Zhuhai Yuansheng Electronic Technology Co., Ltd. he is now an associate professor of the Department of accounting of the school of management of Sun Yat sen University, an independent director of Guangzhou Lushan new materials Co., Ltd., an independent director of Guangdong Wanchang printing and packaging Co., Ltd Independent director of Guangdong Tiannong Food Co., Ltd. He has been an independent director of the company since June 2020.
(II) the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
(III) 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 23rd Meeting of the Fourth Board of directors held on February 28, 2022, They also voted for the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan.
6、 Solicitation scheme
In accordance with the current laws and regulations, normative documents and the articles of association of the company of China, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(I) collection object
As of the afternoon of March 10, 2022, after the stock market trading, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and handled the registration procedures for attending the meeting.
(II) collection time
March 11, 2022 to March 14, 2022 (9:00-12:00 a.m. and 13:30-17:00 p.m.). (III) collection method
Cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, is publicly available（ http://www.cn.info.com.cn. ）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, 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: submit the power of attorney and other relevant documents signed by myself to the office of the board of directors of the company entrusted by the collector; The office of the board of directors of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of 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 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 shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney and the shareholder 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; If registered mail or express mail is adopted, the date of receipt by the office of the board of directors of the company shall be the date of delivery.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: 4308, building T2, Shenye Shangcheng (South District), No. 5001, Huanggang Road, Lianhua first village community, Huafu street, Futian District, Shenzhen (if registered by letter, please indicate the words “power of attorney for public solicitation of voting rights of independent directors” on the envelope)
Attention: Hpf Co.Ltd(300350) Board Office
Postal Code: 518037
Tel: 075584190977
Contact Fax: 075584160867
(V) 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 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 name of the shareholder.
(VI) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the authorization contents are different, the last power of attorney signed by the shareholder shall be valid. If the signing time cannot be judged, the last power of attorney received shall be valid.
(VII) after the shareholder authorizes the proxy collector to vote on the solicitation, the shareholder may attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
2. If a shareholder authorizes a person other than the collector to exercise and attend the meeting, and expressly revokes the authorization to the collector in writing before the deadline of the registration of the on-site meeting, the collector will determine that its authorization to the collector is automatically 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: Gong Kaisong
March 1, 2002
Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Hpf Co.Ltd(300350)
Power of attorney for public solicitation of voting rights by independent directors
I / our company, as the client, confirm that I have carefully read the solicitor before signing this power of attorney
The full text of the report of Hpf Co.Ltd(300350) independent directors on public solicitation of entrusted voting rights, the notice of the company on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced for the solicitation of voting rights have been fully understood.
Before the on-site meeting is registered, I / the company has the right to call for voting rights as an independent director at any time
Withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney according to the procedures determined in the report.
I / the company, as the authorized client, hereby authorize Hpf Co.Ltd(300350) independent director Gong
Kaisong attended the first extraordinary general meeting of shareholders in Hpf Co.Ltd(300350) 2022 as an agent of myself / the company, and exercised 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:
Serial number proposal name voting opinion
Agree against abstention
100 total motion: non cumulative voting motion
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
3. Proposal to the general meeting of shareholders to authorize the board of directors to handle the company’s restricted stock incentive plan in 2022
Note: 1. The client shall specify its voting instructions on the solicitation matters in the power of attorney submitted, and choose one of consent, objection and waiver. If more than one item is selected or not selected, the soliciter will consider its authorization invalid. 2. If the trustor does not make any vote, the trustee can vote according to his own wishes. 3. The newspaper clippings and copies of this power of attorney or self-made in the above format are valid. Principal’s signature (seal) the principal’s ID number or business license number:
Number of shares held by the trustor: account number of the trustor’s shareholder:
Contact number of the client:
Signing date: mm / DD / yyyy (the entrustment period is up to the end of this shareholders’ meeting)
Note: signature of natural person shareholder and official seal of legal person shareholder
