Securities code: 002567 securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022-005 Tangrenshen Group Co.Ltd(002567)
Report on public solicitation of entrusted voting rights by independent directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
According to 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. Zhang Shaoqiu, an independent director of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as the “company”), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on January 26, 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、 Statement of the collector
As the collector, I, Zhang Shaoqiu, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, solicited the entrusted voting rights of shareholders for the proposals related to the stock option incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022, and signed this report. 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 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 and announced on the information disclosure website cninfo. This solicitation action is entirely based on the responsibilities of the soliciter as an independent director of the listed company. The information released is free of false and misleading statements. The performance of this solicitation report will not violate or conflict with relevant laws and regulations, the articles of association or any provisions of the internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
Company name: Tangrenshen Group Co.Ltd(002567)
Listing place of the company’s shares: Shenzhen Stock Exchange
Stock abbreviation: Tangrenshen Group Co.Ltd(002567)
Stock Code: 002567
Legal representative: Tao Yishan
Secretary of the board of directors: Sun Shuangsheng
Contact address: Liyu Industrial Park, national high tech Industrial Development Zone, Zhuzhou City, Hunan Province Tangrenshen Group Co.Ltd(002567)
Tel: 0731-28591298
Contact Fax: 0731-28513853
Company website: www.trsgroup.com com. cn.
Email: [email protected].
Postal Code: 412007
2. Matters of this solicitation
The solicitors shall publicly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on 2022 stock option incentive plan (Draft) and its summary;
Proposal 2: proposal on the management measures for the implementation and assessment of stock option incentive plan in 2022; Proposal 3: 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.
3、 Basic information of the general meeting of shareholders
For details on the convening of this extraordinary general meeting, see the notice on convening the first extraordinary general meeting in 2022 published on cninfo.com on the same day.
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Zhang Shaoqiu, is the person soliciting voting rights. The basic information is as follows:
Mr. Zhang Shaoqiu, born in 1966, holds a master’s degree and is a certified public accountant. From August 2014 to now, he has served as the executive partner of Hunan Branch of zhongxinghua Certified Public Accountants (special general partnership). He is currently the company’s and Dongguan Eontec Co.Ltd(300328) independent director.
Mr. Zhang Shaoqiu does not directly or indirectly hold the company’s shares and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares.
2. At present, the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The collector and its main immediate family members have not reached any agreement or arrangement on matters related to equity incentive 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, the recruiter attended the 45th meeting of the 8th board of directors held on January 8, 2022, and made comments on the proposal on the stock option incentive plan (Draft) in 2022 and its summary, and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2022 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.
6、 Solicitation scheme
In accordance with the current laws and regulations of China, normative documents and the articles of association, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(I) solicitation object:
As of January 20, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(II) starting and ending time of collection: January 21, 2022 – January 24, 2022 (9:00-11:30 a.m. and 14:00-16:30 p.m.).
(III) solicitation method: public announcement shall be made on cninfo.com to solicit entrusted 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: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the company’s investment and securities department entrusted by the collector; The power of attorney and other relevant documents signed by the investment and Securities Department of the company for the collection of entrusted voting rights are as follows:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the legal person’s business license, the original identity certificate of the legal representative, the original power of attorney and the stock account card; All documents submitted 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and the 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 a 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 hand, 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 investment and Securities Department of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholder are as follows:
Address: Liyu Industrial Park, national high tech Industrial Development Zone, Zhuzhou City, Hunan Province Tangrenshen Group Co.Ltd(002567)
Attention: Shen Na, investment and Securities Department
Post code: 412007
Tel.: 0731-28591247
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 shall confirm the valid votes
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. (V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after review:
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 collection 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 is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy.
(VIII) 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 to the solicitor, if the shareholder 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 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 on-site meeting registration, the solicitor will deem that its authorization to the solicitor will automatically become invalid;
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.
It is hereby announced.
Soliciter: Zhang Shaoqiu attachment: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Tangrenshen Group Co.Ltd(002567)
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 full text of the report on public solicitation of entrusted voting rights by Tangrenshen Group Co.Ltd(002567) 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, We have fully understood the voting rights solicitation and other relevant situations. 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 Tangrenshen Group Co.Ltd(002567) independent director Zhang Shaoqiu to attend the first extraordinary general meeting of shareholders in Tangrenshen Group Co.Ltd(002567) 2022 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 this solicitation of voting rights are as follows:
The remarks of the proposal are the same as the de renunciation code. The column checked in the name of the proposal means that the right item can be voted
100 total proposals: all proposals except cumulative voting proposals √
1.00 about stock option incentive plan in 2022 (D √)
Proposal and its summary
2.00 examination on the implementation of stock option incentive plan in 2022 √
Proposal on nuclear management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s
3.00 discussion on matters related to 2022 stock option incentive plan √
Case
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, disagree or abstain from the above deliberation items according to the opinions of the authorized client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it will be deemed that the authorized client abstains from voting on the deliberation items.
Signature of client: ID number of client:
Number of shares held by the client: stock account of the client:
Contact information of the client: date of entrustment: mm / DD / yy
This committee
