Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Report on public solicitation of entrusted voting rights by independent directors
According to the relevant provisions of the measures for the administration of equity incentive of listed companies issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Li Shaohua, an independent director of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (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 first extraordinary general meeting of shareholders in 2022 to be held on January 18, 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
I, Li Shaohua, as the collector, only publicly solicit the entrusted voting rights from all shareholders for the proposal of equity incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 and sign this report (hereinafter referred to as “this report”). 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 activities such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge on the information disclosure website designated by the CSRC (www.cn. Info. Com.. CN.) Make an announcement on the Internet. 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 performance of this report will not violate or conflict with any provision 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 of the company
Company name: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Stock abbreviation: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Stock Code: 002513
Legal representative: Liu Zhi
Secretary of the board of directors: Tang Haijun
Contact address: No. 2, Ningxia road, Xinyi Economic Development Zone, Jiangsu Province
Postal Code: 221400
Tel.: 0516 － 88920479
Email: [email protected].
（2） Matters of this solicitation
The collector publicly solicits 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, and agrees to accept the entrustment of shareholders who do not agree with their voting intention:
No. proposal name
1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary
2 about
<公司 2021 年限制性股票激励计划考核管理办法>
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
（3） The signing date of this proxy voting right solicitation report is December 31, 2021.
3、 Basic information of the general meeting of shareholders
For details on the convening of the general meeting, please refer to the company’s website at Shanghai Securities News, securities times, China Securities News and cninfo (www.cn. Info. Com.. CN.) Notice of the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-003) disclosed on the.
4、 Basic information of the recruiter
(i) The current independent director of the company, Li Shaohua, is the candidate for voting rights. The basic information is as follows: Li Shaohua, male, born in February 1980, has a doctoral degree and is a senior engineer. He once worked in the Institute of chemistry, Chinese Academy of Sciences. He is now an associate professor of Henan University of technology and an independent director of the company.
（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 does not hold the company’s shares, and has no interest with the company’s directors, senior managers, major shareholders and their affiliates, as well as with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 8th meeting of the 6th board of directors held by the company on December 31, 2021, and made comments on the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary
<公司 2021 年限制性股票激励计划考核管理办法>
Both voted in favor of the proposal 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, and expressed independent opinions on the implementation of 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:
(i) Solicitation object: all ordinary shareholders of the company registered in CSDCC Shenzhen Branch at the closing of the market on the afternoon of January 13, 2022.
（2） Solicitation time: 9:00-12:00 and 13:00-17:00 from January 14, 2022 to January 17, 2022.
（3） Solicitation method: it is publicly available on the information disclosure website designated by the CSRC (www.cn. Info. Com.. CN.) An announcement was issued on the to solicit voting rights.
（4） Solicitation procedures and steps:
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. 2. Sign the power of attorney and submit the following relevant documents as required:
(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, stock account card or shareholding certificate; 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, stock account card or shareholding certificate;
(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 mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the securities legal department of the company.
The designated address for the authorized voting shareholder to deliver the power of attorney and relevant documents is:
Address: No. 2, Ningxia road, Xinyi Economic Development Zone, Jiangsu Province
Attention: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) securities legal department
Tel: 0516-88920479
Postal Code: 221400
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 voting rights by independent directors” in a prominent position.
4. The witness lawyer of the law firm hired by the company to witness the first extraordinary general meeting of shareholders in 2022 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） The authorization and entrustment of shareholders shall be valid if they meet the following conditions:
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 contents recorded in the power of attorney and the relevant documents submitted by the shareholders are consistent.
（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.
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.
（7） After the shareholder entrusts the voting right of the solicitation to the soliciter, 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.
Collector: Li Shaohua Annex: power of attorney for public solicitation of voting rights of independent directors on December 31, 2021
enclosure:
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 have carefully read the report on public solicitation of entrusted voting rights by independent directors, the notice of the first extraordinary general meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant conditions of this solicitation of 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 Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) independent director Li Shaohua as my / the company’s agent to attend the first extraordinary general meeting of shareholders of Jiangsu Lanfeng Biochemical Co., Ltd. in 2022, and exercise the right to vote on the following proceedings according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights are as follows:
No. name of proposal: agree, oppose and abstain
1. About the company’s restricted stock incentive plan in 2021 (Draft)
And its abstract
2 about
<公司 2021 年限制性股票激励计划考核管理 办法>
Proposal for
3. Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s 2021
Proposal on matters related to restricted stock incentive plan
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.
Name of the client (signature and seal):
Principal’s ID number (business license number):
Number of shares held by the principal:
Account number of the principal’s shareholder:
Contact information of the client:
Date of entrustment:
Validity period of power of attorney: from the date of authorization to the end of the first extraordinary general meeting of shareholders in 2022.
