Securities code: 600337 securities abbreviation: Markor International Home Furnishings Co.Ltd(600337) Announcement No.: pro 2022-004 Markor International Home Furnishings Co.Ltd(600337)
Announcement on public solicitation of 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: January 19 to January 21, 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 Markor International Home Furnishings Co.Ltd(600337) (hereinafter referred to as the company), Independent director Ma Xiaojun, as the collector, solicits 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 January 25, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
Independent director Ma Xiaojun is the current independent director of the company and the chairman of the remuneration and assessment committee of the board of directors. As of the disclosure date of this announcement, Ma Xiaojun does not hold shares of the company. As an independent director of the company, Ma Xiaojun attended the 9th meeting of the 8th board of directors held on January 6, 2022, and made comments on the plan on the company’s 2022 stock option incentive plan (Draft) and its abstract, the plan on the measures for the administration of the implementation and assessment of the company’s 2022 stock option incentive plan On the proposal that the general meeting of shareholders authorize the board of directors to handle matters related to the company’s equity incentive plan, they all voted for approval and expressed independent opinions on the implementation of the company’s equity incentive plan.
The collector believes that:
1. The formulation and review process of the company’s 2022 stock option incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations, normative documents and the articles of association.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the company’s incentive plan are all related to the company or its wholly-owned (holding) subsidiaries and the qualifications specified in the articles of association: there is no situation that they have been identified as inappropriate candidates by the stock exchange, China Securities Regulatory Commission and its dispatched offices in the last 12 months; There is no case that the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances that the company law stipulates that it is not allowed to serve as a director or senior manager of the company or that it is not allowed to participate in equity incentive of listed companies according to laws and regulations. The incentive objects meet the incentive object conditions specified in the management measures, and their subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective.
4. The content of the company’s incentive plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and does not violate the provisions of relevant laws, regulations and normative documents, and the interests of the company and all shareholders.
5. The source of funds for the incentive object of this stock option incentive plan is the self owned or self raised funds of the incentive object. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object.
6. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the non related directors shall deliberate and vote.
7. The company’s stock option incentive plan is conducive to attracting and retaining excellent talents, stimulating the enthusiasm and creativity of directors, senior managers and core technology (business) personnel, further constructing and improving the company’s long-term incentive and restraint mechanism, improving the company’s sustainable development ability, and forming a community of interests for managers and shareholders, Improve the management efficiency and the sense of responsibility of operators, and ultimately help to improve the company’s performance, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, the independent directors unanimously agreed to implement the stock option incentive plan and agreed to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of the general meeting of shareholders
(I) time of shareholders’ meeting
1. On site meeting time: 10:30, January 25, 2022
2. Starting and ending time of online voting: from January 25, 2022 to January 25, 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) place of shareholders’ meeting: 6th floor, Meike building, No. 506, South Beijing Road, Urumqi, Xinjiang
(III) proposal on soliciting voting rights
Proposal No. proposal name
1 proposal on the company’s 2022 stock option incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan
3、 Solicitation scheme
(I) solicitation object: all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and having gone through the registration procedures for attending the meeting by the end of the transaction on January 18, 2022. (II) collection time: from January 19 to January 21, 2022 (10:00-14:00 a.m. and 15:00-19:00 p.m. every day).
(III) collection procedure
1. If the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for soliciting voting rights item by item according to the format and content determined in the annex to this announcement.
2. The client shall submit the power of attorney and other relevant documents signed by itself 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 voting rights, including (but not limited to):
(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 certificate of 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of its 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.
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 of receipt by the Securities Affairs Department of the company shall be the date of service.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Contact address: Meike building, No. 506, South Beijing Road, Urumqi, Xinjiang
Contact: Huang Xin, Feng Shujun
Tel: 0991-3836028
Fax: 0991-3628809, 3838191
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate the words “power of attorney for public solicitation of voting rights by independent directors” 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 according to the requirements of the collection procedure of this report;
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 report, 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.
(V) 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 authorization content cannot be confirmed in this way, the authorization delegation is invalid.
(VI) after the shareholder authorizes the collector to vote on the solicitation, the shareholder may attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VII) in case of the following circumstances in the confirmed valid authorization, the collector may deal with it according to the following methods: 1 After the shareholder entrusts the voting right of the solicitation to the solicitor, and explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will deem that its authorization to the solicitor 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 deem that its authorization to the collector 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. 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;
4. The same voting right can only choose one of on-site voting, entrusted independent director voting or online voting for the same proposal. In case of repeated voting of the same voting right, the first voting result shall prevail. If the voting time cannot be determined and other voting methods are inconsistent with the voting content of the power of attorney for soliciting voting rights of independent directors on the same proposal, the voting content of the power of attorney for soliciting voting rights of independent directors shall prevail.
(VIII) due to the particularity of soliciting voting rights, when reviewing the power of attorney, only the power of attorney submitted by the shareholders according to this announcement shall be formally reviewed, and whether the signature and seal on the power of attorney and relevant documents are indeed signed or sealed by the shareholders themselves or issued by the shareholders themselves or their authorized agents shall not be substantially reviewed. The power of attorney and relevant supporting documents meeting the formal requirements specified in this announcement are confirmed to be valid.
Collected by: Ma Xiaojun January 10, 2002 Annex:
Markor International Home Furnishings Co.Ltd(600337)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that I / we have carefully read the Markor International Home Furnishings Co.Ltd(600337) announcement on public solicitation of voting rights by independent directors, Markor International Home Furnishings Co.Ltd(600337) notice 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 before signing this power of attorney, We have fully understood the voting rights solicitation and other relevant situations.
As the authorized principal, I / the company hereby authorize Markor International Home Furnishings Co.Ltd(600337) independent director Ma Xiaojun to attend the second extraordinary general meeting of shareholders in Markor International Home Furnishings Co.Ltd(600337) 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:
No. name of proposal: agree, oppose and abstain
1. About the company’s 2022 stock option incentive plan (Draft) and its abstract
Motion
2. Management measures for the implementation and assessment of the company’s stock option incentive plan in 2022
Motion
3. Proposal to the general meeting of shareholders to authorize the board of directors to handle the company’s equity incentive plan
Proposal on relevant matters
(the client shall express authorization opinions on each proposal, and the specific authorization shall be subject to “√” in the corresponding box, and failure to fill in shall be deemed as waiver)
Name of the client (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares held by entrusted shareholders:
Entrusted shareholder’s securities account No.:
Signed on:
Validity period of this authorization: from the signing date to the end of the second extraordinary general meeting of shareholders in Markor International Home Furnishings Co.Ltd(600337) 2022.
