Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-007 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement on public solicitation of voting rights by independent directors
Independent director Chen Zhenhua 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. Special statement:
This solicitation of voting rights is a public solicitation according to law. Mr. Chen Zhenhua, the independent director of the solicitor, 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.
1、 Basic information of the recruiter
1. The recruiter, Mr. Chen Zhenhua, is the current independent director of the company. As of the disclosure date of this announcement, he has not directly or indirectly held the shares of the company.
2. There is no relationship between the collector and the company’s directors, supervisors, 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 collection of voting rights. The collection of voting rights is conducted free of charge.
2、 Specific matters of soliciting voting rights
1. The collector solicits the entrusted voting rights of all proposals considered at the first extraordinary general meeting of shareholders in 2022 from the shareholders of the company:
Proposal 1.00 proposal on 2022 restricted stock incentive plan (Draft) > and its summary; Proposal 2.00 proposal on management measures for the implementation and assessment of restricted stock incentive plan in 2022; Proposal 3.00 proposal to request the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; Proposal 4.00 proposal on changing the investment amount and construction period of non-public development bank share raised investment projects. See the notice on convening the company’s first extraordinary general meeting in 2022 (Announcement No.: 2022-006) disclosed in the information disclosure media at the same time as this announcement.
2. Proposals 1.00, 2.00 and 3.00 are related to equity incentive, and proposal 4.00 is other matters considered at the general meeting of shareholders. The collector will vote on all proposals on behalf of shareholders according to their opinions.
3. Solicitation scheme
(1) Collection period: from February 16, 2022 to February 18, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m. every day).
(2) Confirmation date of collecting voting rights: February 15, 2022
(3) Solicitation method: open in China Securities Journal, securities daily and cninfo（ http://www.cn.info.com.cn. ）Make an announcement on the to solicit voting rights.
(4) Solicitation 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 soliciting voting rights (hereinafter referred to as the “power of attorney”) determined in the annex to this announcement item by item.
Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the Securities Department of the company; The Securities Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of voting rights:
① If the voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, the original identity certificate of the legal representative and the original power of attorney; All documents of 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 voting shareholder is an individual shareholder, he shall submit a copy of his ID card and the original power of attorney;
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 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 time of receipt shall be subject to the time of receipt by the Securities Department of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Address: Longchang town, Fuquan City, Qiannan Buyei and Miao Autonomous Prefecture, Guizhou Province
Attention: Guizhou Chanhen Chemical Corporation(002895) Securities Department
Tel: 0854-2441118
Postal Code: 550505
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 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.
(5) After the documents submitted by the entrusted voting shareholders 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.
(6) If a shareholder entrusts his / her voting right 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 may 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 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 select one of the consent, objection, waiver and withdrawal. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
4. 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 February 15, 2022.
It is hereby announced.
Collected by: Chen Zhenhua January 14, 2022 Annex:
Power of attorney for soliciting voting rights
I hereby authorize Mr. Chen Zhenhua, an independent director of the company, to attend the first extraordinary general meeting of shareholders in Guizhou Chanhen Chemical Corporation(002895) 2022 on behalf of me / my company, and the trustee has the right to vote on the matters considered at the general meeting of shareholders in accordance with the instructions of this power of attorney and sign relevant documents on behalf of me.
My / our voting opinions on the proposal of the first extraordinary general meeting of shareholders in Guizhou Chanhen Chemical Corporation(002895) 2022 are as follows:
remarks
Tick this column
If the column encoding the name of the proposal agrees to oppose abstention, you can vote
Total proposal: except cumulative voting proposal
All proposals other than 100 √
Non cumulative voting proposal
1.00 restricted stock incentive plan for 2022 (Draft)
√) > proposal with its summary
Implementation of restricted stock incentive plan in 2022
2.00 assessment management measures > proposal √
Request the general meeting of shareholders to authorize the board of directors to handle equity
3.00 proposal on Incentive related matters √
Change of investment of projects invested by non-public offering of shares
4.00 proposal on amount and construction period √
Note: ① the instructions of the trustor to the trustee shall be subject to the tick “√” in the box below “agree”, “oppose”, “abstain” and “withdraw”. There shall be no two or more instructions for the same matter under consideration, and other symbols shall be regarded as abstaining. If the trustor fails to give clear instructions on the voting opinions of a certain deliberative matter or has two or more instructions on the same deliberative matter, the trustee may vote by itself. ② The power of attorney is valid for newspaper cutting, copying or self-made according to the above format. ③ If the client is a legal person, it shall be affixed with the official seal of the unit. Name of the client (signature or seal): the ID number of the client / uniform Social Credit Code:
Client’s shareholder account: client’s contact information:
Number of voting shares entrusted by the trustor: shares (subject to the number of shares held on the equity registration date of this shareholders’ meeting, i.e. February 15, 2022)
Term of authorization: from mm / DD / yy to the first extraordinary general meeting of shareholders in 2022, i.e. February 21, 2022
