Securities code: Ja Solar Technology Co.Ltd(002459) securities abbreviation: Ja Solar Technology Co.Ltd(002459) Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Report on public solicitation of entrusted voting rights by independent directors
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 in accordance with the entrustment of other independent directors of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. (hereinafter referred to as the “company”), Zhao Yuwen, an independent director, is the soliciter, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s 2022 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan”) deliberated at the company’s 2021 annual general meeting.
China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
I, Zhao Yuwen, as the soliciter, have prepared and signed this report 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 proposals related to equity incentive considered at the 2021 annual general meeting of shareholders of the company.
The collector guarantees that there are no false records, misleading statements or major omissions in this report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of entrusted voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights is carried out publicly free of charge and on the designated information disclosure media and cninfo.com（ http://www.cn.info.com.cn. ）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 records and misleading statements. The performance of this report does not violate or conflict with any provision of laws, regulations, the articles of association or the company’s internal system. 2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
Chinese Name: Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Stock abbreviation: Ja Solar Technology Co.Ltd(002459)
Stock Code: Ja Solar Technology Co.Ltd(002459)
Legal representative: Jin Baofang
Secretary of the board of directors: Wu Tingdong
Office address: Building 8, Nord center, yard 1, East Road of Automobile Museum, Fengtai District, Beijing
Postal Code: 100160
Company Tel.: 01063611960
Email: [email protected].
2. Solicitation matters
The collector shall solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the 2021 annual general meeting of shareholders:
Proposal name
code
6.00 proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract
7.00 proposal on the management measures for the implementation and assessment of 2022 stock option and restricted stock incentive plan of the company
8.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the company’s designated information disclosure media and cninfo (http: / / www.cn. Info. Com. CN.) on the same day Notice on convening the 2021 annual general meeting of shareholders disclosed.
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Zhao Yuwen, is the person soliciting the entrusted voting rights. The basic information is as follows:
Mr. Zhao Yuwen, born in 1939, Chinese nationality, without permanent residency abroad, researcher. Graduated from Tianjin University in 1964. He was transferred to Beijing Cecep Solar Energy Co.Ltd(000591) Research Institute in 1978 and successively served as researcher, deputy director and chief engineer of the Institute. From 1999 to 2017, he served as director of China Renewable Energy Society (formerly China Cecep Solar Energy Co.Ltd(000591) )
Vice president of the society and director of China Cecep Solar Energy Co.Ltd(000591) photovoltaic Professional Committee; From 2017 to March 2022, he served as the chairman of the board of supervisors of China Renewable Energy Society; Since 2010, he has served as an independent director of Shunfeng International Clean Energy Co., Ltd; From October 2009 to July 2018, he served as an independent director of Jingao Cecep Solar Energy Co.Ltd(000591) Holding Co., Ltd; From 2005 to 2017, he served as a member of the International Advisory Committee of the International Photovoltaic Science and Engineering Conference (pvsec) and the International Advisory Committee of the world Photovoltaic Conference (wcpec). From 2017, he served as an honorary member of the International Advisory Committee of the International Photovoltaic Science and Engineering Conference (pvsec). He has been an independent director of the company since December 2019. 2. At present, the collector does not hold the company’s shares, 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 company’s equity; 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、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 32nd meeting of the 5th board of directors held by the company on April 29, 2022, and made comments on the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation of stock option and restricted stock incentive plan in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive voted in favor.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the provisions of the articles of association of the company, the collector has formulated the scheme for the collection of entrusted voting rights. The specific contents are as follows:
1. Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and having gone through the registration procedures for attending the meeting after the end of the stock market trading on the afternoon of June 1, 2022.
2. Solicitation time: June 2, 2022 (9:30-11:30 a.m. and 13:00-17:00 p.m.).
3. Solicitation method: in an open manner, the information disclosure media cninfo.com designated by the CSRC shall be adopted（ http://www.cn.info.com.cn. ）An announcement was issued on the to solicit voting rights.
4. Solicitation procedures and steps
(1) If the solicitation object decides to entrust the soliciter to vote, it shall 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 report (hereinafter referred to as the “power of attorney”). (2) The entrusted voting shareholder shall submit the power of attorney and other relevant documents signed by himself 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 public 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 of the legal person, 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 a natural person shareholder, it shall submit a copy of its own 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 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 report; If registered mail or express mail is adopted, the date of receipt by the Securities Affairs Department of the company shall be the date of delivery.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: Building 8, Nord center, yard 1, East Road of Automobile Museum, Fengtai District, Beijing
Attention: Yuan Haisheng
Tel: 01063611960
Postal Code: 100160
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 entrusted voting rights” in a prominent position.
(4) The witness lawyer of the law firm will conduct formal review on the documents shown above submitted by corporate shareholders and individual shareholders. The valid power of attorney after review will be submitted to the collector by the witness lawyer.
5. The lawyer of the law firm hired by the company to witness the 2021 annual general meeting of shareholders will conduct formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization documents confirmed after review will be submitted to the collector by the witness lawyer.
(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 solicitation time;
(3) The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and 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 the following circumstances in the confirmed valid authorization, the collector can deal with it in accordance with the following methods: (1) after the shareholder entrusts the voting right of the collection to the collector, and explicitly cancels the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will recognize 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 registration of the on-site meeting, the solicitor will determine 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.
Collected by: Zhao Yuwen May 18, 2022 Annex:
Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that I / we have carefully read the full text of the report of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. on public solicitation of entrusted voting rights by independent directors, the notice of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. on convening the 2021 annual general meeting of shareholders and other relevant documents prepared and announced by the collector for this solicitation of entrusted voting rights before signing this power of attorney, We have fully understood the relevant conditions such as the solicitation of entrusted voting rights.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on the solicitation of voting rights by independent directors. As the authorized principal, I / our company hereby authorize Zhao Yuwen, an independent director of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd., to attend the 2021 annual general meeting of shareholders of Jingao Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. as my / our agent, and exercise the right to vote on the matters to be considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of entrusted voting rights:
Remarks of proposal: agree against waiver Code: the column of proposal name checked
You can vote
6.00 about the company’s 2022 stock options and restricted shares √
Proposal on incentive plan (Draft) and its summary
7.00 about the company’s 2022 stock options and restricted shares √
Proposal on the measures for the administration of the implementation and assessment of incentive plans
8.00 about requesting the general meeting of shareholders to authorize the board of directors to handle equity incentive √
Proposal on Incentive related matters
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, oppose or abstain from the above deliberation items according to the opinions of the authorized client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it will be deemed that the authorized client abstains from voting on the deliberation items.
Signature (seal) of the client:
Client’s ID card number or business license registration number:
Account number of the principal’s shareholder:
Number of shares held by the principal:
Signature date of the client:
The validity period of this authorization: from the signing date to 20 days
