Sichuan Road & Bridge Co.Ltd(600039)
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● starting and ending time of solicitation of voting rights: April 20 to April 21, 2022
● solicit the voting opinions of the person on all voting matters: agree
● the soliciter 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”), Mr. Li Guangjin, an independent director of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as the “company” and the “company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the relevant proposals of the company’s 2021 restricted stock incentive plan to be considered at the 2021 annual general meeting of shareholders to be held on April 22, 2022. 1、 Basic information of the collector, voting opinions on voting matters and reasons
The current independent director of the company, Mr. Li Guangjin, is the person to solicit voting rights. His basic information is as follows: Li Guangjin, male, born in June 1965, doctor of South China University of technology, Professor of Business School of Sichuan University and doctoral supervisor of enterprise strategic management. He once served as vice president of the school of Business Administration of Sichuan University, director of the Finance Department of Sichuan University, full-time vice president of Sichuan Federation of industry and Commerce and vice president of Sichuan chamber of Commerce. Currently, he is an independent director of the company, Sichuan Guangan Aaa Public Co.Ltd(600979) , Sichuan Crun Co.Ltd(002272) , Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) independent director. Mr. Li Guangjin does not hold shares in the company.
The solicitors have attended the 41st meeting of the 7th board of directors and the 49th meeting of the 7th board of directors held by the company on October 20, 2021 and January 24, 2022 respectively, And the company’s proposal on Sichuan Road & Bridge Co.Ltd(600039) 2021 restricted stock incentive plan management measures, proposal on Sichuan Road & Bridge Co.Ltd(600039) 2021 restricted stock incentive plan (Draft) and its summary, and proposal on Sichuan Road & Bridge Co.Ltd(600039) 2021 restricted stock incentive plan implementation examination management measures 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 the proposal on the list of first incentive objects of Sichuan Road & Bridge Co.Ltd(600039) restricted stock incentive plan in 2021 all made affirmative voting opinions. At the same time, Mr. Li Guangjin and three other independent directors jointly expressed their independent opinions on the implementation of the restricted stock incentive plan, which held that:
1. The company is not allowed to implement the equity incentive plan as stipulated in the administrative measures, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the “Trial Measures”) and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
2. The first incentive objects determined by the company’s restricted stock incentive plan in 2021 have the qualifications specified in the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the articles of association. The determined incentive objects are managers and core technical (business) personnel (excluding supervisors, independent directors and external directors held by personnel other than the holding company of the listed company).
All the persons on the list of incentive objects meet the conditions of incentive objects specified in the administrative measures, there are no circumstances that may not be used as incentive objects specified in Article 8 of the administrative measures, and meet the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft). The subject qualification of these persons as incentive objects of the company’s 2021 restricted stock incentive plan is legal and effective.
3. The contents of the company’s restricted stock incentive plan (Draft) for 2021 and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the trial measures and so on; The granting arrangements and the lifting of restrictions on sales (including the granting amount, the granting date, the granting conditions, the granting price, the restriction period, the lifting of the restriction period, the lifting of the restriction conditions and other matters) for each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
4. The voting procedure for the board of directors to review the list of incentive objects of the restricted stock incentive plan in 2021 complies with the relevant provisions of the company law, the administrative measures and the articles of association.
5. The company’s implementation of restricted stock incentive plan can improve the company’s incentive mechanism and the distribution mechanism combining incentive and restraint, so as to form a community of interests between managers and shareholders, improve management efficiency and level, and is conducive to the sustainable development of the company.
6. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
7. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and core backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2021. After the equity incentive plan is filed by the state owned assets supervision and Administration Commission of Sichuan provincial government, it will be submitted to the general meeting of shareholders for deliberation. 2、 Basic information of this shareholders’ meeting
(I) meeting time:
1. Date and time of on-site meeting: 14:00 on April 22, 2022
2. Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
3. Starting and ending time of online voting: from April 22, 2022 to April 22, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, 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) venue of the on-site meeting: the conference hall on the fourth floor attached to the company, No. 12, Jiuxing Avenue, high tech Zone, Chengdu
(III) proposal to solicit voting rights
No. proposal name
Name of non cumulative voting proposal
1 Sichuan Road & Bridge Co.Ltd(600039) 2021 restricted stock incentive
Proposal on plan management measures
2 Sichuan Road & Bridge Co.Ltd(600039) 2021 restricted stock incentive
Proposal on plan (Draft) and its summary
3 Sichuan Road & Bridge Co.Ltd(600039) 2021 restricted stock incentive
Proposal on the implementation of assessment management measures
4. Proposal for the general meeting of shareholders to authorize the board of directors to handle the restricted shares of the company in 2021
Proposal on matters related to ticket incentive plan
For details of the convening of this general meeting of shareholders, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 30, 2022 And the notice of Sichuan Road & Bridge Co.Ltd(600039) on convening the 2021 annual general meeting of shareholders (Announcement No. 2022057) published in China Securities News, Shanghai Securities News and securities times.
3、 Solicitation scheme
(I) collection object
As of the afternoon of April 19, 2022, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
(II) collection time
9:00-16:00 from April 20 to April 21, 2022.
(III) collection procedure
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. The client shall submit the power of attorney and other relevant documents signed by himself to the Securities Department of the company. Other documents related to the solicitation of entrusted voting rights include:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, 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 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 voting shareholder is an individual shareholder, he shall submit a copy of his ID card, the original power of attorney and a copy of the shareholder’s 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 by personal delivery, registered letter or express mail within the collection time and at the address specified in this report; If registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Department of the company. The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholders are as follows:
Mailing address: No. 12, Jiuxing Avenue, high tech Zone, Chengdu, Sichuan
Postal Code: 610041
Attention: Yuan Meili
Tel: 02885126085
Please properly seal all documents submitted. If the documents are delivered by registered letter or express mail, all documents shall be sealed in the envelope sent, and at the same time; The trustor shall indicate the contact number and contact person of the shareholder entrusted to vote on the cover of the seal, and indicate “power of attorney for independent directors to solicit voting rights” in a prominent position. (IV) 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 basic information of the shareholders who submitted the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders. (V) if a shareholder repeatedly authorizes his voting rights on the solicitation matters to the soliciter and the authorized 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 trustor for confirmation by inquiry, and the authorized contents cannot be confirmed by this way, The authorization is invalid.
(VI) if the proxy is not authorized to attend the meeting in person or by proxy, the proxy can be revoked before the deadline of voting.
(VII) in case of the following circumstances in the confirmed valid authorization, the collector will 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 determine that its authorization to the collector 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;
3. Shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of “agree”, “oppose” or “abstain” and tick “√”. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(VIII) 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 shareholder 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 shareholder himself or issued by the shareholder’s authorized agent. The power of attorney and relevant supporting documents that meet the formal requirements specified in this report are confirmed to be valid.
It is hereby announced
Collected by: Li Guangjin
March 29, 2022 Annex:
Sichuan Road & Bridge Co.Ltd(600039)
Power of attorney for public solicitation of voting rights by independent directors
I have carefully read the announcement on the solicitation of voting rights of and other authorized persons of the company and have fully understood the announcement on the solicitation of voting rights of and other shareholders before the holding of this annual general meeting.
I hereby authorize Mr. Li Guangjin, an independent director of Sichuan Road & Bridge Co.Ltd(600039) to attend the 2021 annual general meeting of your company held on April 22, 2022 on behalf of my company (or myself), and review the following meetings according to the instructions of this power of attorney
