Securities code: Jiangxi Hungpai New Material Co.Ltd(605366) securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) Announcement No.: 2022025
Jiangxi Hungpai New Material Co.Ltd(605366)
Announcement on public solicitation of entrusted voting rights by independent directors
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Important content tips:
Time for soliciting voting rights: April 21, 2022 to April 22, 2022
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 entrusted by other independent directors of Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as the “company”), As the collector, Mr. Zhou Shiquan, an independent director, solicited voting rights from all shareholders of the company on the proposals related to the equity incentive plan and other proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on April 26, 2022.
China Securities Regulatory Commission, Shanghai 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, Mr. Zhou Shiquan, an independent director, prepared and signed this report (hereinafter referred to as “the report”) to solicit voting rights from all shareholders on the proposals related to the equity incentive plan considered at the first extraordinary general meeting of shareholders in 2022 in accordance with the management measures and the entrustment of other independent directors.
The collector guarantees that there are no false records, misleading statements or major omissions in this report, 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.
This solicitation of voting rights is conducted free of charge. This report is published on the website of Shanghai Stock Exchange (www.sse. Com. CN), the information disclosure media designated by the company No unauthorized release of information. This solicitation is entirely based on the responsibilities of independent directors of listed companies, 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 of the articles of association or internal system. 2、 Basic information of the company and matters of this solicitation
1. Basic information
Company name: Jiangxi Hungpai New Material Co.Ltd(605366)
Securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366)
Securities code: Jiangxi Hungpai New Material Co.Ltd(605366)
Legal representative: Ji Jinshu
Secretary of the board of directors: Zhang Jie
Contact address: No. 9 Industrial Road, Tashan Industrial Park, Leping City, Jiangxi Province
Postal Code: 333332
Company Tel.: 07986806051
Fax: 07986811395
Email: [email protected].
Website: www.hungpai.com net.
2. Solicitation matters
The collector shall solicit the entrusted voting rights of all shareholders of the company for the proposals related to the equity incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022:
Proposal No. proposal name
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle relevant 3 matters of the restricted stock incentive plan in 2022
4 proposal on the company’s 2022 employee stock ownership plan (Draft) and its summary
5. Proposal on the management measures of the company’s employee stock ownership plan in 2022
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022
3. The signing date of this proxy voting rights solicitation report is April 3, 2022.
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Notice of Jiangxi Hungpai New Material Co.Ltd(605366) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022027).
4、 Basic information of the recruiter
1. Zhou Shiquan, the current independent director of the company, is the candidate for the voting rights. The basic information is as follows:
The current independent director of the company, Mr. Zhou Shiquan, is the person soliciting voting rights this time and does not hold the company’s shares. The details are as follows: Zhou Shiquan, male, born in March 1976, Chinese nationality, master’s degree, Chinese certified public accountant, without permanent residence abroad. From June 2021 to now, he has served as Leaguer (Shenzhen) Microelectronics Corp(688589) chief financial officer. From September 2015 to January 2022, he served as Souyute Group Co.Ltd(002503) independent director. 2. At present, the collector does not hold shares of the company, is not punished for securities violations, and is not involved in major civil litigation or arbitration related to economic disputes.
3. 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 with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, Participated in the 10th meeting of the second board of directors held by the company on April 3, 2022, and made comments on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s 2022 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan The proposal on the company’s 2022 employee stock ownership plan (Draft) and its summary, the proposal on the management measures of the company’s 2022 employee stock ownership plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 employee stock ownership plan all voted unanimously.
The collector believes that the company’s stock option and restricted stock incentive plan is conducive to improving the company’s long-term incentive mechanism and stimulating the enthusiasm of the company’s management and core personnel, without damaging the interests of the company and all shareholders.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, 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 who have registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and gone through the registration procedures for attending the meeting by the end of the transaction on April 20, 2022. (II) collection time: from April 21, 2022 to April 22, 2022 (9:30-12:00 a.m. and 13:30-17:30 p.m. every day).
(III) solicitation method: it is published in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
1. Fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
2. Submit the power of attorney and other relevant documents signed by myself to the Securities Affairs Department of the company entrusted by the collector; The Securities Affairs Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation 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 shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her 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 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 according to the above requirements, 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 stamped by the post office at the place of arrival shall be the date of service.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: Hongbai Science Park, Tashan Industrial Park, Leping, Jiangxi
Attention: Kang Changyu
Post code: 333332
Tel: 07986806051
Fax: 07986811395
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 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 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.
(VI) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the authorized contents are different, the last power of attorney signed by the shareholder is valid. If the signing time cannot be judged, the last power of attorney received shall be valid. If the order of receipt cannot be judged, the collector shall ask the authorizer to confirm by inquiry. If the authorized contents cannot be confirmed by this way, The authorization is invalid.
(VII) after the shareholder authorizes the collector to vote on the solicitation, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VIII) in case of the following situations in the confirmed valid authorization, the collector can deal with them in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, and explicitly 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 choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(IX) 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 related 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.
Collected by: Zhou Shiquan
Attachment of April 6, 2002: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Jiangxi Hungpai New Material Co.Ltd(605366)
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 report of Jiangxi Hungpai New Material Co.Ltd(605366) independent directors on public solicitation of entrusted voting rights, the notice of Jiangxi Hungpai New Material Co.Ltd(605366) on convening the first interim general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant information of this solicitation of voting rights. The independent directors have the right to call for votes under the power of attorney at any time before they withdraw the power of attorney or confirm the content of the power of attorney at the meeting.
I / the company, as the authorized principal, hereby authorize Mr. Zhou Shiquan, an independent director of Jiangxi Hungpai New Material Co.Ltd(605366) to attend the first extraordinary general meeting of shareholders in Jiangxi Hungpai New Material Co.Ltd(605366) 2022 as my / the company’s agent
