Securities code: Kelin Environmental Protection Equipment Inc(002499) securities abbreviation: ST Colin Announcement No.: 2022018 Kelin Environmental Protection Equipment Inc(002499)
Report on public solicitation of entrusted voting rights by independent directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
Starting and ending time of solicitation of entrusted voting rights: March 26, 2022 – March 27, 2022 (last week)
9:30-11:30 PM, 14:00-16:00 PM)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
According to the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the measures for the administration of equity incentives of listed companies, and the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies (hereinafter referred to as the “Interim Provisions”), Zhang fan, an independent director of Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as the “company”), is entrusted by other independent directors as the soliciter, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s 2022 stock option incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on April 1, 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, I, Zhang Fan, as entrusted by other independent directors, only solicit the entrusted voting rights from all shareholders on the matters related to equity incentive to be considered at the first extraordinary general meeting of shareholders in 2022 and sign 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. This report is on cninfo.com (www.cn. Info. Com. CN), an information disclosure website 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, 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 of the company
Chinese Name: Kelin Environmental Protection Equipment Inc(002499)
Registered address: No. 425, Gaoxin Road, Wujiang District, Suzhou City, Jiangsu Province
Stock listing time: November 9, 2010
Stock exchange of the company: Shenzhen Stock Exchange
Stock abbreviation: ST Colin
Stock Code: Kelin Environmental Protection Equipment Inc(002499)
Legal representative: Li Dong
Secretary of the board of directors: Li Genwang (Acting)
Office address: 37th floor, building 1, Zijing Commercial Plaza, No. 121, Honghuang Road, longta street, Yubei District, Chongqing
Postal Code: 401147
Tel: 02388561909
Internet address: www.kelin-environment.com com.
Email: zqb@sz Kelin Environmental Protection Equipment Inc(002499) .com.
(II) matters of this solicitation
For the following proposals 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:
1. Proposal on Kelin Environmental Protection Equipment Inc(002499) 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 Kelin Environmental Protection Equipment Inc(002499) 2022;
3. 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、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, see the company’s publication in the securities times and cninfo (www.cn. Info. Com. CN.) on March 15, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022019).
4、 Basic information of the recruiter
(I) Zhang Fan, the current independent director of the company, is the person soliciting the voting rights. The basic information is as follows: Ms. Zhang Fan, Chinese nationality, born in October 1975, has no permanent right of residence abroad, has a doctor of law from China University of political science and law, has successively served as a senior consultant and partner of Beijing Jindu law firm, and is now a partner of Beijing Zhonglun law firm.
(II) at present, the collector has not held the company’s shares, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes. The collector promises that there is no situation that it is not allowed to publicly solicit voting rights as a collector as stipulated in Article 3 of the Interim Provisions of the CSRC, and will continue to meet the conditions as a collector between the collection date and the exercise date.
(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, supervisors, senior managers, shareholders holding more than 5% of the shares, actual controllers and their affiliates of the company, as well as with this solicitation.
5、 Voting situation and reasons of the solicitor on the solicitation matters
As an independent director of the company, the recruiter attended the 13th meeting of the 5th board of directors held on March 14, 2022, Voted in favor of the proposal on Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft) and its summary, the proposal on Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan, And expressed independent opinions on the implementation of the stock option incentive plan by the company.
6、 Scheme solicitation
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) solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the end of stock market trading on March 23, 2022.
(II) collection time: March 26, 2022 – March 27, 2022 (9:30-11:30 a.m. and 14:00-16:00 p.m.)
(III) method of solicitation: in an open manner, it is published on the securities times and the information disclosure website designated by the CSRC (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, 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: 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 business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney and a copy of 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 a copy of its 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; 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 address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: 37th floor, building 1, Zijing Commercial Plaza, No. 121, Honghuang Road, longta street, Yubei District, Chongqing
Attention: Kelin Environmental Protection Equipment Inc(002499) Securities Department Yin Mingxia
Tel: 02388561909
Postal Code: 401147
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 confirms the valid vote. 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. 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 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.
(V) if the shareholder repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents 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 first voting result shall prevail.
(VI) 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 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; 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; If the authorization of the collector is not explicitly revoked in writing before the deadline of the registration time of the on-site meeting, but he attends the general meeting of shareholders and independently exercises the voting right before the collector exercises the voting right on his behalf, the authorization of voting right shall be deemed to have been revoked, and the voting result shall be subject to the voting opinion submitted by the shareholder to the general meeting of shareholders;
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.
(VII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
7、 Documents for future reference
Report on public solicitation of entrusted voting rights by independent directors signed by Zhang Fan, an independent director.
It is hereby announced.
Kelin Environmental Protection Equipment Inc(002499) soliciter: Zhang Fan March 14, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Kelin Environmental Protection Equipment Inc(002499)
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 of Kelin Environmental Protection Equipment Inc(002499) independent directors, the notice on convening 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 matters 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 public solicitation of voting rights by independent directors. As the authorized principal, I / the company hereby authorize Kelin Environmental Protection Equipment Inc(002499) independent director Zhang Fan to attend the first extraordinary general meeting of shareholders in Kelin Environmental Protection Equipment Inc(002499) 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 voting rights are as follows:
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