Securities code: Acrobiosystems Co.Ltd(301080) securities abbreviation: Acrobiosystems Co.Ltd(301080) Announcement No.: 2022028
Announcement of independent directors on public solicitation of voting rights
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
Important:
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 Acrobiosystems Co.Ltd(301080) (hereinafter referred to as the “company” or ” Acrobiosystems Co.Ltd(301080) “) and other independent directors, Zhang Yong, an independent director, as the soliciter, publicly solicited the entrusted voting rights from all shareholders of the company on the proposals related to the equity incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on May 10, 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
I, Zhang Yong, as the soliciter, made and signed this announcement in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to solicit shareholders’ entrusted voting rights for the relevant proposals of the equity incentive plan in the first extraordinary general meeting of the company in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge on the gem information disclosure website cninfo (www.cn. Info. Com. CN.) designated by the CSRC Make an announcement on the Internet. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false and misleading statements.
The performance of this solicitation announcement does not violate or conflict with any provision of laws, regulations, the articles of association or the company’s internal system. This announcement is only for the purpose of soliciting voting rights this time, and shall not be used for any other purpose.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: Acrobiosystems Co.Ltd(301080)
Registered address: Floor 4, building 4, No. 8, Hongda North Road, Beijing Economic and Technological Development Zone, Daxing District, Beijing
Stock listing date: October 18, 2021
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Acrobiosystems Co.Ltd(301080)
Stock Code: Acrobiosystems Co.Ltd(301080)
Legal representative: Chen Yiding
Secretary of the board of directors: Lin Tao
Contact address: Floor 4, building 4, No. 8, Hongda North Road, Beijing Economic and Technological Development Zone, Daxing District, Beijing
Tel: 01053395173
Contact Fax: 4008875666186366
Email: [email protected].
(II) matters of this solicitation
The solicitors openly 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:
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary 2. Proposal on the company’s measures for the implementation and assessment of the 2022 restricted stock incentive plan 3. Proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
(III) signing date of the announcement of soliciting entrusted voting rights: April 22, 2022
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, see the relevant documents published by the company on the information disclosure website designated by the CSRC on the same day as this announcement.
4、 Basic information of the recruiter
1. Zhang Yong, the current independent director of the company, was recruited for voting rights this time. His basic information is as follows: Chinese nationality, no overseas permanent residence right, born in 1977, graduated from molecular genetics of Ehime University in Japan, with a doctoral degree and associate professor title. From July 2001 to September 2005, he served as a teaching assistant in the school of life science and engineering of Shaanxi University of science and Technology (formerly Northwest Institute of light industry); From October 2005 to September 2007, he studied for a master’s degree at Kochi University in Japan; From October 2007 to February 2011, he studied for a doctorate at Ehime University in Japan; From February 2011 to December 2012, he served as a special researcher in the Department of Microbiology, Department of medicine, University of Tokyo, Japan; From December 2012 to now, he has served as a lecturer and associate professor of the school of resources and environment of Southwest University; Since June 2020, he has served as an independent director of the company.
2. At present, the collector has not held the 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.
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.
5、 Solicitation of votes
As an independent director of the company, the recruiter attended the 16th meeting of the first board of directors held on April 22, 2022, He also voted in favor of the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and expressed independent opinions on the relevant proposals.
6、 Solicitation scheme
In accordance with the current laws and regulations, normative documents and the articles of association of the company of China, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(I) solicitation object: all 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 the afternoon of May 5, 2022.
(II) collection time: May 6, 2022 to May 9, 2022 (9:30-11:30 a.m. and 13:30-17:00 p.m. every day)
(III) method of solicitation: make public announcement on cninfo, an information disclosure website designated by the CSRC, to solicit 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 Acrobiosystems Co.Ltd(301080) 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.
Step 2: submit the power of attorney and other relevant documents signed by myself 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 entrusted 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 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 the shareholder 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.
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 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 Securities Affairs Department of the company. If registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Affairs Department 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: second floor Securities Department of the company, No. 8, Hongda North Road, Beijing Economic and Technological Development Zone, Beijing
Attention: Li Pengjun
Postal Code: 100176
Tel: 01053395173
Company fax: 4008875666186366
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 independent directors to solicit voting rights” in a prominent position.
Step 4: the witness lawyer confirms the valid vote.
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 examination:
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 the shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid. You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting, entrusted voting and online voting), the first voting result shall prevail.
(VII) shareholders may solicit proxy to attend the meeting in person.
(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 matters to the solicitor, and expressly revokes the authorization to 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;
2. If the shareholder attends in person or 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 on-site meeting registration, 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.
Soliciter: Zhang Yong April 23, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Acrobiosystems Co.Ltd(301080)
Power of attorney for public solicitation of voting rights by independent directors
Mr. Zhang Yong is hereby authorized to attend the first extraordinary general meeting of shareholders in Acrobiosystems Co.Ltd(301080) 2022 on behalf of himself (the unit), exercise the right to vote on the matters to be considered at the following meeting according to the instructions of this power of attorney, and sign the relevant documents to be signed at the meeting on his behalf. If I / our company fails to give specific instructions on the voting matters of this meeting, the trustee can exercise the voting right on behalf of me / our company, and the consequences of exercising the voting right shall be borne by me / our company.
My / our company’s voting opinions on this solicitation of voting rights:
Voting opinion
Serial number proposal name
Agree against abstention
About the company’s restricted stock incentive plan in 2022 (Draft)
1.00 proposal) and its summary
On the implementation of the company’s restricted stock incentive plan in 2022
2.00 proposal on assessment management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive
3.00 proposal on relevant matters
General voting instructions: shareholders (or entrusted agents) mark their votes in the brackets corresponding to the selected items after the proposal. Please use “√” to select one item in the column of “agree”, “oppose” or “abstention”. Each proposal is limited to one item. If more than one item is selected or other symbols are used, it will be deemed as invalid entrustment, and if not selected, it will be deemed as discretionary entrustment. 1) the principal (personal shareholder’s signature / legal representative’s signature and seal): the identity card or business license number: the number of shareholders held by the principal: the principal shareholder account number: 2) the signature of the trustee: the ID number of the trustee:
1. The validity period of this power of attorney: from the date of signing this power of attorney to the end of this shareholders’ meeting; 2. The entrustment of the unit shall be stamped with the official seal of the unit; 3. A copy of the power of attorney or self-made in the above format is valid.
