Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022046 Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Announcement of independent directors on public solicitation of voting rights
Mr. Ren Shichi, an independent director, guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special statement:
1. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter, Mr. Ren Shichi, meets the solicitation conditions specified in Article 90 of the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies (hereinafter referred to as the "Interim Provisions");
2. As of the disclosure date of this announcement, Mr. Ren Shichi, the collector, does not directly or indirectly 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"), the securities law, the rules for the general meeting of shareholders of listed companies and the interim provisions promulgated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and in accordance with the entrustment of other independent directors of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as the "company"), Mr. Ren Shichi, an independent director, is the soliciter, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the 2021 annual general meeting of shareholders to be held on May 5, 2022.
The CSRC, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents of this announcement, and are not responsible for the contents of this announcement. Any statement to the contrary is a false statement.
1、 Basic information of the recruiter
The current independent director of the company, Mr. Ren Shichi, is the person who collects the voting rights. The basic information is as follows: Mr. Ren Shichi, born in February 1970, is a senior member of China Accounting Society, a professor and doctoral supervisor of the school of accounting of Southwest University of Finance and economics, a doctor of management (Accounting) and a postdoctoral student of Business Administration (Accounting); Director of the Department of finance, School of accounting, Southwest University of Finance and economics. He is mainly engaged in the research of accounting theory and enterprise accounting standards, enterprise performance evaluation and incentive, enterprise financialization, etc. He has published nearly 40 papers in authoritative and core journals such as accounting research, economic dynamics, China soft science, economist and financial science; Presided over various scientific research projects such as the National Social Science Foundation, the humanities and Social Science Foundation of the Ministry of education, and the general projects of the Ministry of finance.
At present, the solicitors do not directly or indirectly hold the shares of the company, are not punished for securities violations, are not involved in major civil litigation or arbitration related to economic disputes, and are not allowed to serve as directors of the company as stipulated in the company law and the articles of association.
There is no relationship between the soliciter and the company's directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest relationship with the proposals involved in the solicitation of voting rights.
The solicitation of voting rights is based on the duties of the soliciter as an independent director and has been approved by other independent directors of the company. This solicitation of voting rights is a public solicitation in accordance with the law and is conducted free of charge. The soliciter promises that there is no situation that it is not allowed to solicit voting rights as a soliciter in public as stipulated in Article 3 of the Interim Provisions, and promises to continuously meet the conditions of being a soliciter from the date of solicitation to the date of exercise. The collector guarantees that there are no false records, misleading statements or major omissions in the contents described in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not engage in securities fraud such as insider trading and market manipulation by using the voting rights collected this time.
2、 Specific matters of soliciting voting rights
The solicitors openly solicit voting rights from all shareholders of the company on the following proposals considered at the 2021 annual general meeting of shareholders of the company:
Proposal 15: proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision) and its summary
Proposal 16: proposal on the administrative measures for the implementation and assessment of the restricted stock incentive plan in Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 (Revised Version)
Proposal 17: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
For details about the convening of this general meeting of shareholders, see the company's announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders.
3、 Solicit opinions
As an independent director of the company, Mr. Ren Shichi, the recruiter, attended the sixth meeting of the seventh board of directors held on November 29, 2021, the seventh meeting of the seventh board of directors held on December 7, 2021 and the eleventh meeting of the seventh board of directors held on April 7, 2022, and commented on the proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision) and its summary The proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 (Revised Version), the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other proposals voted in favour, and expressed independent opinions on the relevant proposals.
4、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the provisions of 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 been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of the afternoon of April 27, 2022.
(II) collection time: 9:00-11:30 a.m. and 13:30-17:00 p.m. on each working day from April 28, 2022 to April 29, 2022.
(III) method of solicitation: publicly published in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo（ http://www.cn.info.com.cn. ）The voting rights shall be publicly solicited in the form of announcement.
(IV) collection procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote on its behalf, it shall fill in the "power of attorney for public solicitation of voting rights by independent directors" (hereinafter referred to as "power of attorney") item by item according to the format and content specified in the annex to this announcement. Step 2: sign the power of attorney and submit the following relevant documents as required:
① If the shareholder entrusted to vote is a legal person shareholder, it shall submit: a copy of the business license of the legal person, the original identity certificate of the legal representative, the original power of attorney signed by the legal representative, and the stock account card. The relevant documents shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
② The original of the shareholder's voting authorization card and the copy of the shareholder's account authorization card shall be the original of the shareholder's voting authorization card; All documents submitted by natural person shareholders in accordance with this article shall be signed by the shareholders page by page;
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 shareholders entrusted to vote have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents to the address specified in this announcement by personal delivery / registered letter / express mail within the collection time specified in this announcement; If it is delivered by registered letter / express mail, the time when it is received by the office of the board of directors of the company shall prevail.
The designated addresses and recipients of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are as follows:
Address: Office of Sichuan Kelun Pharmaceutical Co.Ltd(002422) board of directors, No. 36, Baihua West Road, Qingyang District, Chengdu (please indicate "soliciting votes" on the letter)
Attention: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Board Office
Tel: 02882860678
mail box: [email protected].
Postal Code: 610071
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.
Step 4: the witness lawyer of the law firm hired by the company will formally review the documents listed above submitted by corporate shareholders and individual shareholders, and the valid authorization confirmed by the review will be submitted to the collector by the witness lawyer. Upon review, all authorizations that meet the following conditions will be confirmed as valid:
① The power of attorney has been filled in and signed item by item according to the format and content specified in the annex to this announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
② The power of attorney and relevant documents have been submitted within the collection time determined in this announcement;
③ The power of attorney and relevant documents have been delivered to the address specified in this announcement;
④ The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders of the company.
Step 5: if the shareholder repeatedly authorizes the collector to vote on the solicitation matters, but 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. 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.
Step 6: in case of any of the following circumstances in the confirmed valid authorization, the following measures shall be taken:
① After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, 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 matters to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization of 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; 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. Due to the particularity of collecting voting rights, when reviewing the power of attorney, only the formal review of the power of attorney submitted by the shareholder according to this announcement will be conducted, and whether the signature and seal on the power of attorney and related documents are indeed signed or sealed by the shareholder himself or issued by the shareholder himself or the shareholder's authorized agent will not be substantially reviewed. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
It is hereby announced.
Soliciter: Ren Shichi April 11, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Sichuan Kelun Pharmaceutical Co.Ltd(002422)
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 announcement of Sichuan Kelun Pharmaceutical Co.Ltd(002422) independent directors on public solicitation of voting rights, the notice on convening the 2021 annual general meeting of shareholders 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 deadline of on-site meeting registration, I / the company has the right to revoke 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 voting rights solicitation of independent directors.
I / the company, as the authorized principal, hereby authorize Mr. Ren Shichi, an independent director of Sichuan Kelun Pharmaceutical Co.Ltd(002422) to attend Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 annual general meeting of shareholders as my / the company's agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company's voting opinions on the matters to be considered in this solicitation of voting rights:
Remarks voting opinions
Check the name of the proposal
Coded columns may agree to vote against abstention
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 work report of the board of directors in 2021 √
