Securities code: Shandong Shida Shenghua Chemical Group Company Limite(603026) securities abbreviation: Shandong Shida Shenghua Chemical Group Company Limite(603026) Announcement No.: pro 2022044 Shandong Shida Shenghua Chemical Group Company Limite(603026)
Announcement on public solicitation of entrusted 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:
Time for collecting voting rights: May 18, 2022 to May 20, 2022 (9:00-11:30 a.m. and 14:00-17:00 p.m.)
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 company law, the guidelines for the governance of listed companies and the measures for the administration of equity incentive of listed companies, and in accordance with the entrustment of other independent directors of the company, independent director Wang Qingyun, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the incentive plan to be considered at the third extraordinary general meeting of shareholders in 2022 to be held on May 26, 2022. 1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
1. The current independent director of the company, Wang Qingyun, is the person soliciting voting rights. The basic information is as follows:
Wang Qingyun, independent director of the company, member of the Communist Party of China, Chinese nationality, without overseas residency, Bachelor of law from Nankai University and master of law from Renmin University of China. He once served as the supervisor of Higher Education Publishing House Co., Ltd., a subsidiary of China Education Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd., deputy director of copyright affairs and Legal Services Department, and head of discipline inspection, supervision and audit department. He is now a full-time lawyer of Beijing Deheng Law firm.
2. Wang Qingyun, the independent director of the collector, currently does not hold 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. There are no circumstances stipulated in the company law and the articles of association that cannot serve as a director of the company.
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.
(II) solicit the voting opinions and reasons of the voting matters
As an independent director of the company, Wang Qingyun attended the 17th interim meeting of the seventh board of directors held by the company on May 3, 2022 and made comments on the proposal on Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation of assessment and management of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan The proposal on the list of incentive objects of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan voted for approval, and issued independent opinions on the implementation of the company’s stock option incentive plan. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company, without damaging the interests of listed companies and all shareholders. The incentive objects of the company’s stock option incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. 2、 Basic information of this shareholders’ meeting
(I) meeting time:
Date and time of on-site meeting: 14:00, May 26, 2022
Online voting time: on May 26, 2022, the company adopted the online voting system of Shanghai Stock Exchange. 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 and 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) Venue: room A402, Shandong Shida Shenghua Chemical Group Company Limite(603026) office building, No. 198, Tongxing Road, Kenli District, Dongying City, Shandong Province
(III) relevant proposals on 2022 stock option incentive plan are deliberated at this shareholders’ meeting
Serial number proposal name voting shareholder type
A-share shareholders
Non cumulative voting motion
1. About Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan (D √)
Motion) and abstract
2 about Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan √
Proposal on implementation of assessment management measures
3 about Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan √
Proposal on the list of incentive objects
4. About requesting the general meeting of shareholders to authorize the board of directors to handle the company √
Proposal on matters related to 2022 stock option incentive plan
3、 Solicitation scheme
（1） Solicitation object
As of the afternoon of May 17, 2022, after the transaction, all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and went through the registration procedures for attending the meeting.
（2） Collection time
From May 18, 2022 to May 20, 2022 (9:00 a.m. – 11:30 p.m.)
14:00–17:00）
(III) solicitation method: it is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And issue announcements on designated media to solicit voting rights.
(IV) collection procedure
1. Fill in the power of attorney for public solicitation of voting rights of 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.
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 the copy of the business license of the legal person (with official seal), the original certificate of legal representative, the original power of attorney and the copy of 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 a copy of 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 above requirements, they shall deliver the authorization and relevant documents by personal delivery, registered letter or express mail within the collection time and 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 at 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 who entrusts to vote are:
Address: room A301, Shandong Shida Shenghua Chemical Group Company Limite(603026) office building, 198 Tongxing Road, Kenli District, Dongying City, Shandong Province
Attention: Office of the board of directors of the company
Tel.: 05462169536
Fax: 05462169539
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
(V) 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 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 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 authorized contents cannot be confirmed by this way, The authorization delegation is invalid.
(VII) after the shareholder authorizes the collector to vote on the solicitation, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(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 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 deadline of the registration of the on-site meeting, the collector will determine that its authorization to the collector is automatically 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.
(IX) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and related documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
It is hereby announced.
Shandong Shida Shenghua Chemical Group Company Limite(603026) board of directors
May 5, 2022
