Securities code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) securities abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Announcement No.: 2022030 Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Report on public solicitation of entrusted voting rights by independent directors
All directors and senior managers of the company guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
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”), Jin Guanxing, an independent director of Zhejiang Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Co., Ltd. (hereinafter referred to as the “company” or the “company”), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company for relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on June 23, 2022. The CSRC, 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
As the collector, I, Jin Guanxing, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, solicit the shareholders’ entrusted voting rights for the proposals related to the incentive plan considered at the first extraordinary general meeting of shareholders to be held in 2022 and sign this report. 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 activities such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false, misleading statements or major omissions. 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) Company name: Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
(2) English Name: Zhejiang Qianjiang Motorcycle Co., Ltd
(3) Date of establishment: March 28, 1999
(4) Registered address: Economic Development Zone, Wenling City, Zhejiang Province
(5) Stock listing time: May 14, 1999
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
(8) Stock Code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
(9) Legal representative: Xu Zhihao
(10) Secretary of the board of directors: Wang Haibin
(11) Office address: Economic Development Zone, Wenling City, Zhejiang Province
(12) Postal Code: 317500
(13) Tel.: 057686192111
(14) Fax: 057686139081
(15) Internet address: www.qjmotor.com com.
(16) Email: [email protected].
2. Matters of this solicitation
The soliciter will publicly solicit the entrusted voting rights from the company’s shareholders for the following proposals considered at the company’s first extraordinary general meeting in 2022:
(1) Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary; (2) Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022; (3) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
3、 Basic information of this shareholders’ meeting
For details on the convening of this shareholders’ meeting, please refer to the information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）The disclosed notice on convening the first extraordinary general meeting of shareholders in 2022.
4、 Basic information of the recruiter
As follows:
College degree, certified public accountant, asset appraiser, senior accountant. From 1982 to 1992, he served as the chief accountant of Taizhou food company; 19931999 department manager and deputy director of Taizhou accounting firm; Department Manager of Taizhou Zhongtian certified public accountants from 1999 to 2003; Chairman of Taizhou Zhongtian certified public accountants from 2004 to 2015; General manager of Taizhou Zhongtian certified public accountants from 2016 to 2019; He has been the general manager of Zhejiang Zhongyong Zhongtian certified public accountants since 2019 and is now Zhejiang Baida Precision Manufacturing Corp(603331) independent director.
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、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the sixth meeting of the eighth board of directors held by the company on May 20, 2022, and made comments on the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the assessment and management of the implementation of the company’s 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 the restricted stock incentive plan in 2022 voted in favor.
6、 Solicitation scheme
In accordance with the current laws, 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:
(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 June 17, 2022.
(II) collection time: from June 18, 2022 to June 18, 2022 (9:00-12:00 and 14:00-17:00 every day).
(III) solicitation method: it is publicly available on cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the CSRC An announcement was issued on the 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 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 report.
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 entrusted by the collector; The power of attorney and other relevant documents signed and received by the Securities Department of the company for the solicitation of entrusted voting rights are as follows:
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 identity certificate of the legal representative, the original power of attorney and the stock account card; 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. The original of the shareholder’s certificate of authorization and the copy of the shareholder’s account authorization shall be the original of the shareholder’s certificate of authorization;
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 personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; In case of fax, registered mail or express mail, 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 shareholder who entrusts to vote are:
Mailing address: Wenling Economic Development Zone, Zhejiang Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Attention: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Board Office
Tel: 057686192111
Fax: 057686139081
Postal Code: 317500
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 entrusted voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer shall confirm the valid votes. 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 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.
(VI) if a 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 shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid.
You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting and online voting), the last voting result shall prevail.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(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, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of 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 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.
Soliciter: Jin Guanxing May 21, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the report of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) on public solicitation of voting rights of independent directors, notice of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of entrusted voting rights, and have fully understood the relevant information of this 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 / the company hereby authorize Zhejiang Qianjiang Motorcycle Co.Ltd(000913) independent director Jin Guanxing to attend the first extraordinary general meeting of shareholders in Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 as my / the company’s 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:
Code of proposal name of proposal agree against abstain
1.00 incentive plan for restricted shares of the company in 2022 (Draft)
(proposal) and its summary
2.00 examination on the implementation of the company’s restricted stock incentive plan in 2022
Proposal on nuclear management measures
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle 2022
Proposal on Relevant Issues of institutional stock incentive plan
(Note: for each proposal, there are three options: “yes”, “no” and “abstention”. Please mark “√” in the corresponding column of voting opinions during voting. For the same proposal, you can only mark “√” in one place. Multiple or omitted choices are deemed as abstention.)
Name of the client (signature or seal):
