Jafron Biomedical Co.Ltd(300529)
Report on public solicitation of entrusted voting rights by independent directors
According to 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”), Cui Songning, an independent director of Jafron Biomedical Co.Ltd(300529) (hereinafter referred to as the “company” or ” Jafron Biomedical Co.Ltd(300529) “), is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 11, 2022.
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, Cui Songning, as the soliciter, prepare and sign this report on soliciting shareholders’ entrusted voting rights for the first extraordinary general meeting of shareholders to be held in 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors. The collector guarantees that there are no false records, misleading statements or major omissions in this collection 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 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, and the information released is free of false and misleading statements. The performance of this solicitation 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
(I) basic information
Company name: Jafron Biomedical Co.Ltd(300529)
Stock abbreviation: Jafron Biomedical Co.Ltd(300529)
Listing place: Shenzhen Stock Exchange
Stock Code: 300529
Legal representative: Dong Fan
Secretary of the board of directors: Dong Fan
Contact address: No. 98, Keji 6th Road, high tech Zone, Zhuhai, Guangdong
Company postal code: 519085
Tel: 0756-3619693
Company fax: 0756-3619373
Company’s Internet website: www.jafron.com com.
Company email: [email protected].
(II) collection items
The solicitors shall publicly solicit the entrusted voting rights from all shareholders of the company on the following proposals to be considered at the first extraordinary general meeting of shareholders in 2022:
1. Proposal on the company’s 2022 stock option incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option incentive plan
(III) signing date of this proxy voting right report: January 17, 2022
3、 Basic information of the general meeting of shareholders
For details on the convening of this general meeting of shareholders, see the company’s website for information disclosure designated by the CSRC on the same day (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022.
4、 Basic information of the recruiter
(I) Cui Songning, the current independent director of the company, is the person collecting the voting rights. The basic information is as follows: Mr. Cui Songning, born in 1967, Chinese nationality, has no permanent right of residence abroad, graduated from the accounting department of Guangdong University of Finance and economics in 1988, majoring in auditing, Chinese certified public accountant, Chinese certified tax agent and registered land appraiser. He once served as a representative of the seventh and Eighth People’s congresses of Zhuhai, and now he is the executive partner of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) Zhuhai branch, the chairman of Zhonghuan Haihua (Zhuhai) tax agent firm Co., Ltd., the chairman of Zhuhai Jinshui Technology Co., Ltd., and the chairman of Zhuhai Zhongtuo Zhengtai Enterprise Management Consulting Co., Ltd, Independent director of Zhuhai pinuo Technology Co., Ltd. He is currently an independent director of the company.
(II) at present, the collector has not held 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.
(III) the collector 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 29th meeting of the Fourth Board of directors held on January 17, 2022, They also voted in favor of the proposal on the company’s stock option incentive plan in 2022 (Draft) > and its summary, the proposal on the company’s assessment management measures for the implementation of the stock option incentive plan in 2022, and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the stock option incentive plan in 2022.
6、 Solicitation scheme
The soliciter has formulated the scheme for soliciting voting rights in accordance with the current laws, administrative regulations, normative documents and the articles of association of the company. 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 February 7, 2022.
(II) collection time: from February 8, 2022 to February 9, 2022 (9:30-11:30 a.m. and 14:00-17:00 p.m.).
(III) collection method: it is publicly available on the gem information disclosure website cninfo (www.cn. Info. Com. CN.) 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 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”).
Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the office of the board of directors of the company entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the office of the board of directors of the company for the collection of entrusted voting rights:
1. If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the legal person’s business license, 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. If the entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and the stock 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 a 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 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 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 shareholders entrusted to vote are:
Address: No. 98, Keji 6th Road, high tech Zone, Zhuhai, Guangdong Jafron Biomedical Co.Ltd(300529) attention: Huang Cong
Tel: 0756-3619693
Fax: 0756-3619373
Postal Code: 519085
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 shall confirm the valid votes.
The witness lawyer of the law firm will conduct formal review on the documents listed above submitted by legal person / institutional 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 review:
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 collection time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, 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 last power of attorney signed by the shareholder is valid. If the signing time cannot be judged, the last power of attorney received is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may 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 to the solicitor, and explicitly revokes the authorization to the solicitor in writing before the deadline of on-site meeting registration, the solicitor will deem 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 choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
It is hereby announced.
Collected by: Cui Songning January 17, 2022
Jafron Biomedical Co.Ltd(300529)
Power of attorney for independent directors to solicit voting rights
As the principal, I / we confirm that I / we have carefully read the full text of the report on public solicitation of entrusted voting rights by Jafron Biomedical Co.Ltd(300529) independent directors prepared and announced by the collector for this solicitation of voting rights, the notice of the company on convening the first extraordinary shareholders’ meeting in 2022 and other relevant documents before signing this power of attorney, We have fully understood the voting rights solicitation and other relevant situations. 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 public solicitation of voting rights of independent directors.
I / the company, as the authorized principal, hereby authorize Cui Songning, an independent director of Jafron Biomedical Co.Ltd(300529) to attend the first extraordinary general meeting of shareholders in Jafron Biomedical Co.Ltd(300529) 2022 as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
No. voting opinions on matters under consideration
The general motion agreed against abstention
Proposal I proposal on the company’s 2022 stock option incentive plan (Draft) and its summary
Proposal II proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022
On submitting to the general meeting of shareholders of the company to authorize the board of directors to handle the stock option incentive plan in 2022
Motion III
Proposal on relevant matters
Note: 1. The client shall specify its voting instructions on the solicitation in the power of attorney submitted, and select one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will consider its authorization invalid.
2. If the trustor does not make any vote, the trustee can vote according to his own wishes.
3. The newspaper clippings and copies of this power of attorney or self-made in the above format are valid.
Signature (seal) of the client
Principal’s ID number or business license number:
Number of shares held by the trustor: account number of the trustor’s shareholder:
Contact number of the client:
Signing date: mm / DD / yyyy (the entrustment period is up to the end of this shareholders’ meeting)
Note: signature of natural person shareholder and official seal of legal person shareholder
