Securities code: Zhongxing Tianheng Energy Technology (Beijing)Co.Ltd(600856) securities abbreviation: ST Zhongtian Announcement No.: pro 2022085 ZTE Tianheng energy technology (Beijing) Co., Ltd
Announcement on public solicitation of voting rights by shareholders
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 legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
The starting and ending time of solicitation of voting rights: May 20, 2022 to May 26, 2022 (9:15-11:30 a.m. and 13:00-15:00 p.m. every day).
Voting opinions of the collector on the voting matters: the collector voted for the proposals 9.01-9.03, 9.05, 9.08-9.09, 10.01 and 11 of the 2021 annual general meeting of shareholders.
The collector promises not to transfer its shares before the equity registration date of this shareholders’ meeting.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guidelines for the governance of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association of ZTE Tianheng energy technology (Beijing) Co., Ltd. (hereinafter referred to as the “articles of association”), “Bohai International Trust Co., Ltd. – Bohai trust · henglifeng No. 201 collective fund trust plan” managed by Bohai International Trust Co., Ltd., the shareholder of ZTE Tianheng energy technology (Beijing) Co., Ltd. (hereinafter referred to as “listed company” or “company”) as the collector (hereinafter referred to as “collector”), Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the 2021 annual general meeting of shareholders to be held on May 30, 2022.
1、 Basic information of the recruiter
(I) basic information and shareholding of the collector
As of the disclosure date of this announcement, the “Bohai International Trust Co., Ltd. – Bohai trust · henglifeng No. 201 collective fund trust plan” (hereinafter referred to as the “trust plan”) managed by Bohai International Trust Co., Ltd. holds 52222222 ordinary circulating shares of the company, accounting for 3.82% of the total share capital of the company.
The trustor of the trust plan is Huarong Tianze Investment Co., Ltd. (hereinafter referred to as “Huarong Tianze”), which is a holding subsidiary of China Huarong Asset Management Co., Ltd. (hereinafter referred to as “China Huarong”), the core business of China Huarong is the operation of non-performing assets, and has rich experience in the rescue and restructuring of listed companies. Now Bohai International Trust Co., Ltd. is instructed by Huarong Tianze to solicit voting rights from all shareholders.
(II) interest relationship of the collector
There is no relationship between the soliciter and the directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates of the listed company, and there is no interest relationship with the matters solicited this time.
2、 Solicitation matters
(I) solicitation content
The soliciter’s voting opinions on the following proposals to be considered at the 2021 annual general meeting of shareholders to be held on May 30, 2022:
No. of proposal name of proposal agree against abstain
9.00 proposal on the general election of the board of directors upon expiration
9.01 elect Mr. Xu Yitian as an independent director of the 11th board of directors √
9.02 elect Mr. Liu Zhen as the independent director of the 11th board of directors of the company √
9.03 election of Ms. Zhang Yehua as an independent director of the 11th board of directors √
9.05 elect Mr. Lin Da Ying as a non independent director of the 11th board of directors of the company √
9.08 elect Mr. Li Wentao as a non independent director of the 11th board of directors √
9.09 election of Ms. Wang shaonan as a non independent director of the company √
10.00 proposal on the general election of the board of supervisors at the expiration of the term
Mr. Deng Jun was elected as the supervisor of the 11th board of supervisors
On the election of Mr. Li Minggang as the non independent director of the 11th board of directors of the company
11 √
Director’s proposal
The soliciter solicits voting rights from all shareholders on the above proposal.
(II) solicitation proposal
1. Sub proposal 9.01 election of Mr. Xu Yitian as an independent director of the 11th board of directors, 9.02 election of Mr. Liu Zhen as an independent director of the 11th board of directors, 9.03 election of Ms. Zhang Yehua as an independent director of the 11th board of directors, 9.05 election of Mr. Lin Dahui as a non independent director of the 11th board of directors 9.08 election of Mr. Li Wentao as a non independent director of the 11th board of directors and 9.09 election of Ms. Wang shaonan as a non independent director of the company
Upon the expiration of the term of office of the former members of the 10th board of directors of the company, the recruiter believes that Mr. Xu Yitian, Mr. Liu Zhen, Ms. Zhang Yehua, Mr. Lin Dahui, Mr. Li Wentao and Ms. Wang shaonan’s educational background, working experience, professional ability and professional quality can meet the requirements of the company’s directors, and there is no punishment by the China Securities Regulatory Commission and other relevant departments or the stock exchange, There are no circumstances in which the company law and other laws and regulations and the articles of association stipulate that he shall not serve as a director of the company. Therefore, the solicitors agree to elect Mr. Lin Dahui, Mr. Li Wentao and Ms. Wang shaonan as non independent directors of the 11th board of directors of the listed company, and Mr. Xu Yitian, Mr. Liu Zhen and Ms. Zhang Yehua as independent directors of the 11th board of directors of the listed company, hoping to obtain the support of the majority of shareholders.
2. Sub proposal 10.01 election of Mr. Deng Yuanjun as the supervisor of the 11th board of supervisors of the company
After the expiration of the term of office of the former members of the 10th board of supervisors of the company, the recruiter believes that Deng Yuanjun’s educational background, working experience, professional ability and professional quality can meet the requirements of the company’s supervisors, and there is no punishment by China Securities Regulatory Commission and other relevant departments and the punishment of the stock exchange, and there is no situation that Deng Yuanjun is not allowed to serve as a supervisor in accordance with the company law and other laws and regulations and the articles of association. Therefore, the collector agrees to elect Deng Yuanjun as the supervisor of the 11th board of supervisors of the listed company, hoping to obtain the support of the majority of shareholders.
3. Proposal 11 proposal on electing Mr. Li Minggang as a non independent director of the 11th board of directors of the company the term of office of the former members of the 10th board of directors of the company expires, and the recruiter believes that Mr. Li Minggang’s educational background, working experience, professional ability and professional quality can meet the requirements of the board of directors of the company, and there is no punishment by China Securities Regulatory Commission and other relevant departments or the stock exchange, There are no circumstances in which the company law and other laws and regulations and the articles of association stipulate that he shall not serve as a director of the company.
Therefore, the collector agrees to elect Mr. Li Minggang as a non independent director of the 11th board of directors of the listed company, hoping to obtain the support of the majority of shareholders.
(III) collection scheme
1. Solicitation objects: all shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the afternoon of May 19, 2022.
2. Collection period: May 20, 2022 to May 26, 2022 (9:15-11:30 a.m. and 13:00-15:00 p.m. every day).
3. Solicitation procedure
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 item by item according to the format and content determined in the annex to this announcement.
Step 2: the trustor shall provide the solicitor with the following documents that can prove the identity of shareholders and the expression of entrustment intention:
1. If the entrusted voting shareholder is a legal person shareholder, the following documents shall be provided:
(1) Copy of business license;
(2) Copy of identity certificate of legal representative;
(3) Original power of attorney (stamped with official seal and signed by legal representative);
(4) Copy of stock account card.
If the above documents are copies, they shall be stamped with official seal.
2. If the entrusted voting shareholder is a natural person shareholder, the following documents shall be provided:
(1) Copy of my ID card;
(2) Copy of stock account card;
(3) Original power of attorney (signed by me).
The aforesaid documents of legal person shareholders and natural person shareholders can be delivered to the address designated by the collector by registered letter, express mail, entrusted person or e-mail, and confirmed by telephone. Among them, the letter is received when the staff arranged by the collector sign the receipt; If it is delivered by hand, it shall be received when the staff arranged by the collector issues a receipt to the deliverer. E-mail delivery shall be received when the staff arranged by the collector sends an electronic receipt.
Such documents shall be delivered before the deadline for the solicitation of voting rights (15:00, May 26, 2022). If they are overdue, they will be invalid; If the letter is not delivered before the deadline, it shall be deemed to be invalid. If it is delivered by letter or entrusted person, please properly seal all the documents submitted, indicate the contact number and contact person, and mark “solicitation of voting rights and entrustment” in a prominent position. Shareholders entrusted to vote may send scanned copies of such documents to the following designated contact email before posting. If it is delivered by e-mail, please indicate the contact number and contact person in the body of the e-mail, and indicate “solicitation of voting rights and entrustment” in the title of the e-mail. The designated contact information of the power of attorney and its related documents to the collector is as follows:
Address: Li jiefen, 22 / F, block B, No. 377, middle Xinshi Road, Shijiazhuang, Hebei, 18532138035 Tel: 057187357671, 18618117224
Contact: Liu Huan, Yang Jian
Contact email: H- [email protected].
Step 3: the witness lawyer shall confirm the valid votes, and the witness lawyer will conduct formal review on the documents listed in step 2 above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed by the audit will be submitted by the witness lawyer to the collector for voting. The authorization and entrustment of shareholders shall be valid after being reviewed and meeting the following conditions:
1. The power of attorney and related documents submitted by shareholders shall be delivered to the designated address by letter, personal delivery and e-mail before the deadline for the solicitation of voting rights (15:00 on May 26, 2022); 2. The documents submitted by shareholders are complete and meet the document requirements listed in the second step of the above “solicitation procedure”; 3. The power of attorney and relevant documents submitted by shareholders are consistent with the information recorded in the register of shareholders on the date of equity registration;
4. The content of the power of attorney is clear, and the voting opinions on the proposals related to the collection are consistent with those of the collector;
5. The shareholders did not entrust the voting rights of voting matters to anyone other than the collector at the same time.
3、 Other matters
(I) after the shareholder entrusts the voting right to the collector, if the shareholder explicitly withdraws the original authorization in writing before the deadline for collecting voting rights at this meeting, the authorization made will automatically become invalid.
(II) if the shareholder repeatedly authorizes the soliciter to solicit voting rights, but the contents of the authorization are different, the last authorization signed by the consigner shall be effective. If the signing time of the client cannot be judged, the Commission finally received by the collector shall be valid.
(III) the shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted. If the shareholders fail to give specific instructions on the voting matters in the power of attorney, it will be deemed that the shareholders authorize the solicitors to vote according to the opinions of the solicitors.
(IV) due to the particularity of soliciting voting rights, the witness lawyer only conducts formal review on the power of attorney submitted by the shareholders according to this announcement, and does not conduct substantive review on whether the signature and seal on the power of attorney and relevant 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 requirements of this announcement will be confirmed to be valid. Therefore, shareholders are reminded to protect their voting rights from being infringed by others.
Annex: power of attorney for soliciting voting rights
Solicitor: Bohai International Trust Co., Ltd. May 20, 2022 Annex:
deed of entrustment by stockholders
I / our company, as the principal, confirm that I / we have carefully read the announcement of ZTE Tianheng energy technology (Beijing) Co., Ltd. on public solicitation of voting rights made and announced by the solicitor for this solicitation of voting rights before signing this power of attorney The announcement of ZTE Tianheng energy technology (Beijing) Co., Ltd. on adding temporary proposals to the 2021 annual general meeting of shareholders and the supplementary notice (II) of the 2021 annual general meeting of shareholders and other relevant documents have fully understood the relevant conditions such as the solicitation of voting rights.
As the authorized principal, I / we hereby authorize the authorized representative of “Bohai International Trust Co., Ltd. – Bohai trust · henglifeng No. 201 collective fund trust plan” managed by the shareholder Bohai International Trust Co., Ltd. to attend the 2021 annual general meeting of ZTE Tianheng energy technology (Beijing) Co., Ltd. as my / our agent, And exercise the right to vote on the matters to be considered at the following meetings according to the instructions of this power of attorney.
No. of proposal name of proposal agree against abstain
Non cumulative voting motion
1. Proposal on the work report of the board of directors in 2021
2. Proposal on the 2021 annual report and summary of the company
3. Proposal on the company’s 2021 annual financial statement report
4 about company 2021
