Securities code: Luxi Chemical Group Co.Ltd(000830) securities abbreviation: Luxi Chemical Group Co.Ltd(000830) Announcement No.: 2022009 bond Code: 112825 bond abbreviation: 18 Luxi 01
Luxi Chemical Group Co.Ltd(000830)
Announcement on public solicitation of voting rights by independent directors
Independent director Zhang Huiyu 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.
important clause
1. This solicitation of voting rights is a public solicitation in accordance with the law. The collector Zhang Huiyu meets the solicitation conditions specified in Article 90 of 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;
2. The solicitor does not 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”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the entrustment of other independent directors of Luxi Chemical Group Co.Ltd(000830) (hereinafter referred to as the “company”), As the collector, independent director Zhang Huiyu solicited voting rights from all shareholders of the company on the relevant proposals of the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) deliberated at the first extraordinary general meeting of the company in 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 soliciter, I, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, have prepared and signed this announcement to solicit shareholders’ voting rights on the relevant proposals of the incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and will bear separate and joint legal liabilities for its authenticity, accuracy and integrity, and 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 publicly conducted free of charge. This announcement is posted on cninfo.com, an information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）There is no act of publishing information without authorization. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false, misleading statements or major omissions.
The soliciter has obtained the consent of other independent directors of the company to solicit voting rights this time. The performance of this announcement will not violate or conflict with any provisions of laws, regulations, the articles of association or internal system.
2、 Basic information of the recruiter
(I) the current independent director of the company, Zhang Huiyu, is the person soliciting voting rights. The basic information is as follows:
Mr. Zhang Huiyu: born in July 1967, Han nationality, bachelor degree. He is now Secretary of the Party branch, senior partner and practicing lawyer of Shandong Yushi law firm, and concurrently serves as the mediator of Shenzhen Securities and Futures Dispute Mediation Center, Sunvim Group Co.Ltd(002083) independent director, Shandong Yanggu Huatai Chemical Co.Ltd(300121) independent director and Gettopacoustic Co.Ltd(002655) independent director. He has served as an independent director of the company since May 29, 2018. As of the date of this announcement, Mr. Zhang Huiyu does not hold shares of the company, has no relationship with shareholders holding more than 5% of the shares of the company, actual controllers, other directors, supervisors and senior managers of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and they are not dishonest Executees. Their qualifications meet the relevant provisions of the company law and the articles of association.
(II) the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
(III) no agreement or arrangement has been reached between the collector and its main immediate family members on matters related to the company’s equity; As an independent director of the company, he has no relationship with the company’s directors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest between the collector and the proposals involved in the solicitation of voting rights. 3、 Basic information of the company
Company name Luxi Chemical Group Co.Ltd(000830)
Stock exchange of the company: Shenzhen Stock Exchange
Stock abbreviation: Luxi Chemical Group Co.Ltd(000830)
Stock Code: Luxi Chemical Group Co.Ltd(000830)
Legal representative: Zhang Jincheng
Secretary of the board of directors: Li Xueli
Contact address: new chemical materials Industrial Park, Liaocheng high tech Industrial Development Zone, Shandong Tel: 06353481933
Contact Fax: 06353481044
Internet website: www.luxichemical.com com.
mail box: Luxi Chemical Group Co.Ltd(000830) @lxhg.com.
Postal Code: 252000
4、 Specific matters of soliciting voting rights
(I) matters of this solicitation
The solicitors openly solicit 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 Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Revised Draft) and its summary;
Proposal 2: proposal on the administrative measures for the implementation and assessment of Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Revised Version);
Proposal 3: proposal on the measures for the administration of Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Revised Version);
Proposal 4: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
(II) basic information of this shareholders’ meeting
For details on the convening of this extraordinary general meeting of shareholders, please refer to the company’s website cninfo (www.cn. Info. Com. CN.) designated by China Securities Regulatory Commission on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 issued by the company.
(III) solicitation proposal
Voting intention of the solicitor: as an independent director of the company, the solicitor attended the 21st Meeting of the 8th board of directors held by the company on December 31, 2021, and made comments on the proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan implementation assessment management measures The proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan management measures “and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan voted for approval.
At the same time, he attended the 23rd Meeting of the 8th board of directors held by the company on April 17, 2022 and made comments on the proposal on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Revised Draft) and its summary Both the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Luxi Chemical Group Co.Ltd(000830) 2021 (Revised Version) and the proposal on the measures for the administration of the restricted stock incentive plan in Luxi Chemical Group Co.Ltd(000830) 2021 (Revised Version) voted in favor. And expressed independent opinions on the equity incentive implemented by the company this time.
Voting reasons of the collector: the collector believes that the company’s restricted stock incentive plan is conducive to establishing the benefit sharing mechanism between the company’s employees and shareholders, improving the company’s long-term incentive mechanism, and there is no damage to the interests of the company and all shareholders.
(IV) collection scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, the soliciter has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
1. Solicitation object: 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 April 26, 2022.
2. Solicitation time: April 28, 2022 to April 29, 2022 (9:00-11:00 a.m.; 14:00-17:00 p.m.).
3. Solicitation method: open on cninfo (www.cn. Info. Com. CN.) Issue a notice on the to solicit voting rights.
4. Solicitation 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 announcement (hereinafter referred to as the “power of attorney”).
(2) Submit the power of attorney and other relevant documents signed by me to the office of the board of directors of the company entrusted by the collector; The office of the board of directors 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, 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and 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 requirements of point 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this announcement; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by 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 entrusted to vote are:
Attention: Li Xueli
Contact address: new chemical materials Industrial Park, Liaocheng high tech Industrial Development Zone, Shandong postal code: 252000
Tel.: 06353481198
Contact Fax: 06353481044
Please properly seal all documents submitted, indicate the contact number and contact person of voting shareholders, and mark “power of attorney for independent directors to solicit voting rights” in a prominent position. 5. After the documents submitted by the entrusted voting shareholders are delivered, the witness lawyer of the law firm hired by the company will review the documents listed above submitted by the corporate shareholders or individual shareholders. The authorization that meets 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. 6. If a shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of his / her authorization 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.
7. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
8. In case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following measures:
(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;
(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.
Annex: power of attorney for public solicitation of voting rights of independent directors
Collected by: Zhang Huiyu April 17, 2022 Annex:
Luxi Chemical Group Co.Ltd(000830)
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 announcement of Luxi Chemical Group Co.Ltd(000830) independent directors’ public solicitation of voting rights, the notice on convening the company’s first extraordinary shareholders’ meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have made a detailed understanding of the solicitation of voting rights
