Stock Code: 600808 stock abbreviation: Maanshan Iron & Steel Company Limited(600808) Announcement No.: pro 2022-002 Maanshan Iron & Steel Company Limited(600808) independent director
Announcement on public solicitation of entrusted voting rights
Maanshan Iron & Steel Company Limited(600808) (“the company” or “the company”) the board of directors and all directors 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: from the date of equity registration to 24 hours before the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
According to the relevant requirements of the measures for the administration of equity incentive of listed companies and the Tentative Provisions on the administration of the company’s solicitation of shareholders\’ rights of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Mr. Wang Xianzhu, an independent director of Maanshan Iron & Steel Company Limited(600808) (hereinafter referred to as the “company” or the “company”), is entrusted by other independent directors as the soliciter, Solicit the entrusted voting rights from all shareholders of the company on the relevant proposals of the first extraordinary general meeting of shareholders in 2022, the first A-share general meeting of shareholders in 2022 and the first H-share general meeting of shareholders in 2022 to be held on February 28, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
1. The recruiter, Mr. Wang Xianzhu, is the current independent director of the company. The basic information is as follows:
Wang Xianzhu, male, born in February 1980, doctor. He is now the vice president of Anhui University of technology. He once served as vice president of the school of economics of Anhui University of technology, vice president of the Business School of Anhui University of technology, Secretary of the Youth League Committee of Anhui University of technology, member of the Standing Committee of Huashan district Party committee of Ma’anshan City, Anhui Province, deputy head (temporary post) of the district government, executive vice president of the Graduate School of Anhui University of technology, and director of the personnel department of Anhui University of technology. He has been an independent director of the company since November 30, 2017. Up to now, Mr. Wang does not hold shares of the company.
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 solicitors and their 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, they have no beneficial relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
4. As an independent director of the company, the recruiter attended the 55th meeting of the ninth board of directors held on December 24, 2021 and made comments on the 2021 A-share restricted stock incentive plan (Draft) and its summary, the 2021 A-share restricted stock incentive plan performance assessment measures The measures for the administration of equity incentive and the proposal to request the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan voted for approval.
Reasons for approval: the implementation of the equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the sense of responsibility and mission of the company’s management team, core skills and other key personnel to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. 2、 Basic information of the general meeting of shareholders
(I) type and session of shareholders’ meeting
The first extraordinary general meeting in 2022, the first A-share general meeting in 2022, and the first H-share general meeting in 2022.
(II) time and place of shareholders’ meeting
Holding time: it will be held successively from 13:30 on February 28, 2022.
Venue: Magang office building, No. 8, Jiuhua West Road, Ma’anshan City, Anhui Province
(III) proposal of the general meeting of shareholders:
1. Review and approve the company’s 2021 A-share restricted stock incentive plan (Draft) and its abstract 2. Review and approve the company’s 2021 A-share restricted stock incentive plan performance evaluation measures
3. Review and approve the company’s equity incentive management measures
4. Review and approve the company’s proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan
3、 Solicitation scheme
(I) solicitation objects: as of January 28, 2022, after the completion of stock market trading, the A-share shareholders and H-share shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and Hong Kong Securities Depository and Clearing Co., Ltd.
(II) collection time: from the date of equity registration to 24 hours before the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022. (III) collection 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 Secretary Office of the board of directors entrusted by the collector. The power of attorney and other relevant documents shall be signed and received by the Secretary Office of the board of directors of the company.
For A-share shareholders, it is necessary to sign the power of attorney in Annex 1 and Annex 2 and submit the following relevant documents: (1) if the voting shareholder is a legal person shareholder, it shall submit a copy of the legal person’s business license, a copy of the identity certificate of the legal representative, the original power of attorney, a copy of the shareholder’s account card The ID card of the attendees and the attendance receipt of the company’s first extraordinary general meeting in 2022 and the first class a shareholders’ meeting in 2022;
(2) If the voting shareholder is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney, a copy of the shareholder’s account card and the attendance receipt of the company’s first extraordinary general meeting in 2022 and the first A-share general meeting in 2022.
For H-share shareholders, the power of attorney in Annex 1 and Annex 2 shall be signed and relevant supporting documents shall be provided. 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 in person or by registered letter or express mail to the address specified in this announcement within the collection time; If registered mail or express mail is adopted, the date of receipt by the company shall be the date of delivery.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Address: No. 8, Jiuhua West Road, Ma’anshan City, Anhui Province
Attention: Maanshan Iron & Steel Company Limited(600808) Board Secretary Office
Tel: 0555-2888158
Fax: 0555-2887284
Postal Code: 243000
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.
(IV) 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 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 contents of his authorization are different, the last power of attorney signed by the shareholder shall be valid. If the signing time cannot be judged, the last power of attorney received shall be valid.
(VI) in case of any of the following circumstances in the confirmed valid authorization, the collector can handle it 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 registration time of the on-site meeting, the collector will determine that its authorization to the collector 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 their consent and objection. If more than one item is selected or not selected, the collector will deem its authorization invalid. (VII) 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: Wang Xianzhu annex of January 11, 2022
1. Power of attorney for independent directors to publicly solicit voting rights at the first extraordinary general meeting in 2022 2 2. Power of attorney for independent directors to publicly solicit voting rights at the first A-share general meeting in 2022
2. In 2022, the first H-share shareholders’ meeting, independent directors publicly solicited the power of attorney for entrusted voting rights
Annex 1:
Maanshan Iron & Steel Company Limited(600808) the first extraordinary general meeting of shareholders in 2022
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 full text of the announcement of Maanshan Iron & Steel Company Limited(600808) independent directors on public solicitation of entrusted voting rights made and announced by the collector for this solicitation of voting rights before signing this power of attorney The Maanshan Iron & Steel Company Limited(600808) notice on convening the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 and other relevant documents have fully understood the relevant situation of the solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Wang Xianzhu, an independent director of Maanshan Iron & Steel Company Limited(600808) , to attend the first extraordinary general meeting of shareholders in Maanshan Iron & Steel Company Limited(600808) 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:
Proposal serial number and proposal name are the same as reverse
Meaning right
Proposal 1: review and approve the company’s 2021 A-share restricted stock incentive plan
(Draft) and its abstract
Proposal 2: review and approve the performance of the company’s A-share restricted stock incentive plan in 2021
Assessment method
Proposal 3 deliberates and approves the company’s equity incentive management measures proposal 4 deliberates and approves the company’s proposal to submit to the general meeting of shareholders to authorize the board of directors to handle restrictions
Proposal on matters related to the incentive plan for non tradable shares
Note: the client shall express authorization opinions on each proposal. The specific authorization shall be subject to “√” in the corresponding box. If it is not filled in, it shall be deemed invalid.
Name of the client (signature or seal):
Principal’s ID number or business license number:
Number of shares held by the principal:
Entrusted shareholder’s securities account No.:
Signed on:
Term of validity of this power of attorney: from the date of signing this power of attorney to the end of the first extraordinary general meeting of shareholders in 2022.
Annex 2:
Maanshan Iron & Steel Company Limited(600808) the first class a shareholders’ meeting in 2022
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 full text of the announcement of Maanshan Iron & Steel Company Limited(600808) independent directors on public solicitation of entrusted voting rights made and announced by the collector for this solicitation of voting rights before signing this power of attorney The Maanshan Iron & Steel Company Limited(600808) notice on convening the first extraordinary general meeting in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 and other relevant documents have fully understood the relevant situation of the solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Wang Xianzhu, an independent director of Maanshan Iron & Steel Company Limited(600808) , to attend the first class a shareholders’ meeting of Maanshan Iron & Steel Company Limited(600808) 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. I have the right to vote / solicit opinions on the company as follows:
Proposal serial number and proposal name are the same as reverse
