Securities code: Jcet Group Co.Ltd(600584) securities abbreviation: Jcet Group Co.Ltd(600584) Announcement No.: pro 2022025 Jcet Group Co.Ltd(600584)
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:
Time for soliciting voting rights: April 25, 2022 to April 27, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m.)
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 Jcet Group Co.Ltd(600584) (hereinafter referred to as the “company”), Independent director Li Jianxin, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the equity incentive plan to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on April 29, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
1. The current independent director of the company, Li Jianxin, is the person to solicit voting rights. The basic information is as follows: Li Jianxin, independent director of the company, master’s degree, senior accountant, land economy researcher and senior member of China Institute of certified public accountants. He is currently the president of aerospace branch of China Association of chief accountants. He has successively served as a teacher of the school of management cadres of China University of Geosciences, director and deputy director of the audit bureau of the Ministry of Geology and mineral resources; Deputy directors, deputy directors, directors, commissioners and directors of the social security audit bureau, agricultural audit department, education audit bureau, Changsha Commissioner’s office, social security audit department and news and newspaper Audit Bureau of the National Audit Office; Secretary of the board of directors and deputy chief accountant of China Aerospace Science and Industry Corporation. He has also served as part-time professor and off campus tutor of China University of Geosciences, Nanjing audit institute, Capital University of economics and trade, post doctoral tutor of Audit Research Institute of National Audit Office, etc.
2. Li Jianxin, the independent director of the collector, currently does not hold shares of the company, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes. There are no circumstances stipulated in the company law and the articles of association of Jiangsu Jcet Group Co.Ltd(600584) Co., Ltd.
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.
(II) solicit the voting opinions and reasons of the voting matters
As an independent director of the company, Li Jianxin attended the 14th interim meeting of the seventh board of directors held by the company on April 13, 2022, and made comments on the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 stock option incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan voted for approval and issued independent opinions on the implementation of the company’s stock option incentive plan. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company, without damaging the interests of listed companies and all shareholders. The incentive objects of the company’s stock option incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents.
Stock option incentive plan is a part of employee compensation. It is the first attempt of the company and is still in the exploratory stage. It needs to be continuously improved and optimized in the implementation process. We will continue to pay attention to and perform our duties to safeguard the overall interests of the company and the interests of all shareholders, especially minority shareholders.
2、 Basic information of this shareholders’ meeting
(I) meeting time:
Date and time of the on-site meeting: 14:00 on April 29, 2022
Online voting time: April 29, 2022
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 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: meeting room 7, conference building, No. 275, middle Binjiang Road, Jiangyin City
(III) relevant proposals on 2022 stock option incentive plan are deliberated at this shareholders’ meeting
Voting shareholder serial number proposal name
type
A-share shareholders
Non cumulative voting motion
Discussion on the company’s 2022 stock option incentive plan (Draft) and its summary
1 case √
Discussion on the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan
2 cases √
Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s 2022 stock option plan
3. Proposal on relevant matters of incentive plan √
3、 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 registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the end of the transaction on the afternoon of April 22, 2022.
(II) collection time: from April 25, 2022 to April 27, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m.).
(III) solicitation method: it is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And issue announcements on designated media to solicit voting rights.
(IV) collection procedure
1. 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 announcement.
2. Submit the power of attorney and other relevant documents signed by myself to the Securities Department of the company entrusted by the collector; The Securities Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of voting rights:
(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 (with official seal), the original certificate of legal representative, the original power of attorney and a copy of 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 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 according to the above requirements, they shall send the power of attorney by registered mail or express mail within the collection time. If the power of attorney is received, 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: No. 275, Binjiang Middle Road, Jiangyin, Jiangsu
Attention: Office of the board of directors of the company
Postal Code: 214431
Tel.: 051086856061
Fax: 051086199179
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 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.
(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 registration time 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.
It is hereby announced.
Soliciter: Li Jianxin April 13, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Jcet Group Co.Ltd(600584)
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 announcement of Jcet Group Co.Ltd(600584) on public solicitation of entrusted voting rights by independent directors, the notice of Jcet Group Co.Ltd(600584) on convening the second extraordinary 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.
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 voting rights solicitation of independent directors.
As the authorized principal, I / the company hereby authorize Jcet Group Co.Ltd(600584) independent director Li Jianxin to attend the second extraordinary general meeting of shareholders in Jcet Group Co.Ltd(600584) 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:
No. voting content: Yes, no, abstention
