Securities code: Shanghai Rightongene Biotechnology Co.Ltd(688217) securities abbreviation: Shanghai Rightongene Biotechnology Co.Ltd(688217) Announcement No.: 2022006 Shanghai Rightongene Biotechnology Co.Ltd(688217)
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 responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Starting and ending time of solicitation of voting rights: March 22, 2022 to March 24, 2022 (09:30-12:00 a.m. and 14:00-17:00 p.m. every day)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with 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 the entrustment of other independent directors of Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as the “company”), Yuan Xuewei, an independent director, is the collector, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on March 28, 2022.
1、 Statement of the collector
As the collector, Yuan Xuewei, 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 for the relevant proposals of the equity incentive plan in the first extraordinary general meeting of the company in 2022 and signs this announcement. I do not have the situation that I shall not publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions on the administration of shareholders’ rights of listed companies issued by the CSRC. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not use this solicitation of voting rights 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 website of Shanghai Stock Exchange (www.sse. Com. CN) Make an announcement on the Internet. This solicitation action is entirely based on the fact that the soliciter, as a public voting right for listing, has obtained the consent of other independent directors of the company, and the soliciter has signed this announcement. The performance of this announcement will not violate or conflict with any provisions in laws and regulations, the articles of association or the internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: Shanghai Rightongene Biotechnology Co.Ltd(688217)
Stock abbreviation: Shanghai Rightongene Biotechnology Co.Ltd(688217)
Stock Code: Shanghai Rightongene Biotechnology Co.Ltd(688217)
Legal representative: Xiong Hui
Secretary of the board of directors: Li Yan
Contact address: Building 3, No. 6055, Jinhai highway, Fengxian District, Shanghai
Postal Code: 201499
Tel: 02133282601
Fax No.: 02137199015
Website: www.rightongene.com com.
mail box: [email protected].
(II) matters of this solicitation
The soliciter shall publicly solicit the entrusted voting rights for the following proposals considered at the general meeting of shareholders:
No. proposal name
Non cumulative voting motion
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the company’s assessment management measures for the implementation of restricted stock incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive
(III) the signing date of the announcement of soliciting entrusted voting rights: March 10, 2022.
3、 Basic information of this shareholders’ meeting
(I) meeting time
1. On site meeting time: 14:30 on March 28, 2022
2. Online voting time: from March 28, 2022 to March 28, 2022
The shareholders’ meeting of the company 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 shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30, 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. (II) meeting place
Meeting room of the company, building 3, No. 6055, Jinhai Road, Fengxian District, Shanghai
(III) proposals requiring proxy voting rights
No. proposal name
Non cumulative voting motion
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the company’s assessment management measures for the implementation of restricted stock incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive
For details of the convening of this general meeting of shareholders, see the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 12, 2022 Notice of Shanghai Rightongene Biotechnology Co.Ltd(688217) on convening the first extraordinary general meeting in 2022 (Announcement No.: 2022007) published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Yuan Xuewei, is the person soliciting voting rights. The basic information is as follows:
Mr. Yuan Xuewei, born in 1972, Chinese nationality, without permanent overseas residency, obtained a Bachelor of economics from the Department of accounting of Shanghai University of Finance and economics and a master of Finance in international finance from Fudan University, a Chinese certified public accountant, an Australian certified public accountant and a certified tax agent. Since 1995, he has successively served as deputy audit manager, audit manager and senior audit manager in Shenzhen Dahua certified public accountants, Ernst & Young Dahua certified public accountants, Ernst & Young Huaming certified public accountants and Deloitte Huayong certified public accountants. General manager of finance department since November 2012; From March 2013 to may 2021, he served as Canature Health Technology Group Co.Ltd(300272) chief financial officer. From June 2021 to now, he has been the chief financial officer of Shanghai yuanneng cell biological cryogenic equipment Co., Ltd. Since November 2017, he has served as an independent director of Shanghai yilide Information Technology Co., Ltd; From December 2018 to now, he has served as Shanghai Rightongene Biotechnology Co.Ltd(688217) independent director.
2. The collector does not hold the company’s shares, has not been punished for securities violations, has not involved in major civil litigation or arbitration related to economic disputes, and is not allowed to serve as a director of the company as stipulated in the company law of the people’s Republic of China and the articles of association.
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 the solicitation.
5、 Solicit the voting opinions and reasons of the voting matters
As an independent director of the company, the recruiter attended the second meeting of the second board of directors held by the company on March 10, 2022, and made comments on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary related to the implementation of the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “restricted stock incentive plan”) The proposal on the measures for the administration of the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive voted for approval, and expressed independent opinions on the implementation of the company’s restricted stock incentive plan.
The collector believes that this restricted stock incentive plan of the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations and normative documents of China and the provisions of Shanghai Rightongene Biotechnology Co.Ltd(688217) articles of association, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the end of the transaction on the afternoon of March 21, 2022.
(II) collection time: March 22, 2022 to March 24, 2022 (09:30-12:00 a.m. and 14:00-17:00 p.m. every day).
(III) solicitation method: it is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
(IV) collection 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 me 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, including but not limited to:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person unit, a copy of the certificate of legal representative, the original power of attorney and the securities 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 securities 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.
3. After the entrusted voting shareholders have prepared relevant documents in accordance with the requirements of point 2 above, they shall deliver the power of attorney and relevant documents in person or by registered letter or express mail within the collection time and at the address specified in this announcement; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt at the office of the board of directors of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholders are as follows:
Contact address: Building 3, No. 6055, Jinhai highway, Fengxian District, Shanghai
Postal Code: 201499
Tel.: 02133282601
Contact: Li Yan
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
(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 solicitation procedure of this announcement;
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 announcement, 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;
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 authorization contents 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 client for confirmation by inquiry, If the authorization content cannot be confirmed through this method, the authorization is invalid;
6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VI) under the following circumstances of 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, and 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 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; 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 the consent, objection and waiver and tick “√”. If more than one item is selected or not selected, the solicitor will deem its authorization invalid.
(VII) due to the particularity of soliciting voting rights, when examining the power of attorney
