Securities code: 301037 securities abbreviation: Shanghai Baolijia Chemical Co.Ltd(301037) Announcement No.: 2021-046 Shanghai Baolijia Chemical Co.Ltd(301037)
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.
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 Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as the "company"), As the collector, Mr. Gong Xuanlong, an independent director, publicly solicited the entrusted voting rights from all shareholders of the company on the relevant equity incentive proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 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 Xuanlong, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, publicly solicited the entrusted voting rights of shareholders on the relevant equity incentive matters considered at the first extraordinary general meeting in 2022 and signed this report. 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 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 for the solicitation of entrusted voting rights, and has signed this report. The performance of this report will not violate or conflict with any provisions in laws and regulations, the articles of association or the company's internal system.
(i) Basic information of the company
Company name: Shanghai Baolijia Chemical Co.Ltd(301037)
Stock abbreviation: Shanghai Baolijia Chemical Co.Ltd(301037)
Stock Code: 301037
Legal representative: Yang Wenyu
Secretary of the board of directors: Yi Zhibo
Securities affairs representative: Zhou Xiaofeng
Contact address: 23rd floor, China enterprise United building, No. 399, Baixiu Road, Nanqiao Town, Fengxian District, Shanghai
Postal Code: 201499
Tel.: 021-31167902
Fax: 021-57582520-8088
Email: [email protected].
（2） Matters of this solicitation
For the following proposals to be considered at the first extraordinary general meeting of shareholders in 2022, the collector publicly solicits the entrusted voting rights from all shareholders of the company:
Proposal No. proposal name
1.00 about
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划（草案）>
And its abstract
2.00 about
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划实施考核管理办法>
Proposal for
3.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan
（3） Signing date of the report on soliciting proxy voting rights: December 30, 2021
3、 Basic information of the general meeting of shareholders
For details, please refer to the 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 published on the same day. 4、 Basic information of the recruiter
(i) The current independent director of the company, Gong Xuanlong, is the person soliciting voting rights. The basic information is as follows:
Mr. Gong Xuanlong, born in 1967, Chinese nationality, without permanent residency abroad, graduated from Shanghai University with a master's degree in criminal law. The main work experience is as follows: from August 1987 to August 2009, he served as a judge of the people's Court of Qixia City, Shandong Province; From October 2009 to November 2011, he served as an intern lawyer of Shanghai zhaochen Huiya law firm; From December 2011 to November 2013, he served as a lawyer in Shanghai Branch of Guangdong Xinda law firm; From November 2013 to now, he has been a lawyer of Shanghai Liyan law firm. Since May 2014, he has also served as a director of Shanghai Lepai Hotel Management Co., Ltd. In September 2021, Mr. Gong Xuanlong was elected as an independent director of the company at the second extraordinary general meeting of shareholders in 2021. He is currently an independent director of the company. As of the signing date of this report, Mr. Gong Xuanlong does not hold shares of the company, has no relationship with the actual controller of the company, shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company, is not a person subject to dishonesty, and has not been punished by China Securities Regulatory Commission and other relevant departments or the stock exchange.
（2） At present, the collector 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 fourth meeting of the third board of directors held by the company on December 30, 2021
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划（草案）>
And its abstract
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划实施考核管理办法>
Voted in favor of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan. 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:
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 after the end of the stock market trading on the afternoon of January 10, 2022.
Solicitation time: January 11, 2022 to January 12, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m.).
Solicitation method: it is publicly available on the gem information disclosure website cninfo (www.cn. Info. Com.. CN.) designated by the CSRC An announcement was issued on the to solicit voting rights.
Solicitation 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 me to the office of the board of directors of the company entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the office of the board of directors of the company for the collection 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 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 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 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 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 at the address specified in this report; If registered mail or express mail is adopted, the date of receipt by the company shall be the date of delivery.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Address: 23rd floor, China enterprise United building, No. 399, Baixiu Road, Nanqiao Town, Fengxian District, Shanghai
Attention: Zhou Xiaofeng
Tel: 021-31167902
Fax: 021-57582520-8088
Postal Code: 201499
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 authorized entrustment meeting all the following conditions will be confirmed as valid:
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;
Submit the power of attorney and relevant documents within the collection time;
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;
The power of attorney and relevant documents submitted are consistent with the contents recorded in the name of the shareholder.
（6） If a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his 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.
（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:
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;
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 on-site meeting registration, the collector will determine that its authorization to the collector will automatically become invalid.
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.
Collector: Gong Xuanlong Annex: power of attorney for public solicitation of voting rights of independent directors on December 31, 2021
enclosure:
Shanghai Baolijia Chemical Co.Ltd(301037)
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 Shanghai Baolijia Chemical Co.Ltd(301037) independent directors prepared and announced by the collector for this solicitation of voting rights, the announcement of Shanghai Baolijia Chemical Co.Ltd(301037) on the Notice of convening the first extraordinary general meeting in 2022 and other relevant documents, 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 Mr. Gong Xuanlong, an independent director of Shanghai Baolijia Chemical Co.Ltd(301037) to attend the first extraordinary general meeting of shareholders in 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:
Name of the proposal no. of abstention
1.00 about
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股 票激励计划（草案）>
And its abstract
2.00 about
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股 票激励计划实施考核管理办法>
Proposal for
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the company's equity incentive plan
Proposal on relevant matters
Note: for each proposal, there are three options: "agree", "oppose" and "abstain". Please mark "√" in the corresponding column of voting opinions during voting. For the same proposal, you can only mark "√" in one place. Multiple or omitted choices are deemed as abstaining.
The power of attorney is valid for newspaper cutting, copying or self-made according to the above format; The official seal of the entrusted unit shall be affixed. If the trustor does not indicate the trustor's voting opinion on the above proposal in this power of attorney, the trustor hereby confirms that the trustor confirms the trustee's behavior of exercising the voting right on behalf of the trustor at the shareholders' meeting. Trustee none
