Securities code: 300727 securities abbreviation: Ningbo Runhe High-Tech Materials Co.Ltd(300727) Announcement No.: 2022-004 Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Independent director’s proposal on 2022 restricted stock incentive plan
Report on public solicitation of entrusted voting rights
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Starting and ending time of solicitation of voting rights: February 10, 2022 to February 14, 2022 (9:00-11:30 a.m. and 13:00-16:00 p.m. every day);
2. Solicit the voting opinions of the person on all voting matters: agree;
3. Mr. Zheng Shuguang, the independent director of the collector, does not hold shares of the company.
In accordance with the relevant provisions of the company law of the people’s Republic of China, the governance standards of listed companies, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) or the articles of association, and in accordance with the entrustment of other independent directors of Ningbo Runhe High-Tech Materials Co.Ltd(300727) (hereinafter referred to as “the company”, “the company” or ” Ningbo Runhe High-Tech Materials Co.Ltd(300727) “), As the collector, Mr. Zheng Shuguang, an independent director, solicited voting rights from all shareholders of the company on the proposals related to the restricted stock incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 15, 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
As the collector, Zheng Shuguang, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report to solicit shareholders’ entrusted voting rights for the proposals related to the restricted stock incentive plan of the first extraordinary general meeting of shareholders to be held in 2022. 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; I guarantee that I will not use this solicitation to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge on the gem information disclosure website cninfo.com designated by the CSRC（ 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 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
1. Basic information
(1) Chinese Name: Ningbo Runhe High-Tech Materials Co.Ltd(300727)
(2) English Name: Ningbo Runhe high tech materials Co., Ltd
(3) Date of establishment: December 6, 2000
(4) Registered address: No. 168, Jinhai Middle Road, Binhai New Area, South Ningbo, Ninghai County, Ningbo City, Zhejiang Province
(5) Stock listing time: November 27, 2017
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Ningbo Runhe High-Tech Materials Co.Ltd(300727)
(8) Stock Code: 300727
(9) Legal representative: ye Jianping
(10) Secretary of the board of directors: Xu Xiaojun
(11) Office address: No. 168, Jinhai Middle Road, Binhai New Area, South Ningbo, Ninghai County, Ningbo City, Zhejiang Province
(12) Postal Code: 315602
(13) Tel.: 0574-65333991
(14) Fax: 0574-65336280
(15) Internet address: www.chinarunhe.com com.
(16) Email: [email protected].
2. Solicitation matters
The collector shall solicit voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
1. Proposal of Ningbo Runhe High-Tech Materials Co.Ltd(300727) on and its summary;
2. Proposal of Ningbo Runhe High-Tech Materials Co.Ltd(300727) on the management measures for the implementation and assessment of Ningbo Runhe High-Tech Materials Co.Ltd(300727) restricted stock incentive plan in 2022;
3. Proposal on Ningbo Runhe High-Tech Materials Co.Ltd(300727) 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、 The general meeting of shareholders
For the basic information about the holding of the company’s first extraordinary general meeting in 2022, see the company’s website on January 18, 2022（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-003) publicly disclosed.
4、 Basic information of the recruiter
The current independent director of the company, Mr. Zheng Shuguang, is the person to solicit voting rights. His basic information is as follows: Mr. Zheng Shuguang, born in September 1962, Chinese nationality, has no permanent right of residence abroad, has a master’s degree, is a professor, and is qualified to serve as an “independent director of a listed company”. From August 1983 to July 1996, he successively served as lecturer and deputy director of the Department of economics and management of Zhejiang Fisheries University; From August 1996 to 2014, he successively served as the director of the Department of law and the director of the Department of Humanities and social sciences of Ningbo University. He is currently the director of the Institute of economic law of Ningbo University; Since November 2015, he has served as an independent director of the company. Mr. Zheng Shuguang also serves as an independent director of Ningbo Riyue Heavy Industry Co.Ltd(603218) , an external director of Zhejiang Haigang investment and operation group Co., Ltd. and a supervisor of Ningbo University Asset Management Co., Ltd.
At present, Mr. Zheng Shuguang 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; The collector 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, Mr. Zheng Shuguang attended the 22nd Meeting of the second board of directors held by the company on January 17, 2022 by telephone, and commented on the proposal on and its summary considered at the meeting The Ningbo Runhe High-Tech Materials Co.Ltd(300727) proposal on < Ningbo Runhe High-Tech Materials Co.Ltd(300727) management measures for the implementation and assessment of the restricted stock incentive plan in 2022} and the Ningbo Runhe High-Tech Materials Co.Ltd(300727) proposal on submitting to 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 favour.
Mr. Zheng Shuguang believes that the content of the Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan (Draft) implemented by the company this time complies with the provisions of the management measures and other relevant laws, regulations and normative documents. The implementation of the incentive plan is conducive to further establishing and improving the company’s incentive and restraint mechanism and the sharing mechanism between employees and owners, Attract and retain excellent management talents and business backbone, effectively combine the interests of shareholders, the company and the personal interests of directors, senior managers, core managers and core backbone personnel of the company and its subsidiaries, promote all parties to pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives, There is no situation that damages the interests of the company and all shareholders.
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 solicitation of 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 15:00 p.m. on February 9, 2022.
(II) collection time: February 10, 2022 to February 14, 2022 (9:00-11:30 a.m. and 13:00-16:00 p.m.).
(III) solicitation method: it is publicly available on cninfo.com, the information disclosure media designated by the CSRC（ http://www.cn.info.com.cn. ）An announcement was issued on the to solicit voting rights.
(IV) collection 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. Submit the power of attorney and other relevant documents signed by myself to the Securities Department of the company entrusted by the collector. The power of attorney and other relevant documents shall be signed and received by the Securities Department of the company for the collection of 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 a copy of the shareholder’s 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 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 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.
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of item 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 by the Securities Department of the company. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are:
Attention: Ningbo Runhe High-Tech Materials Co.Ltd(300727) Board Office
Postal Code: 315602
Tel.: 0574-65333991
Contact Fax: 0574-65336280
Contact address: No. 168, Jinhai Middle Road, Binhai New Area, South Ningbo, Ninghai County, Ningbo City, Zhejiang Province
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 voting rights” in a prominent position.
4. The witness lawyer shall confirm the valid vote. The witness lawyer of the law firm will formally review the documents listed above submitted by corporate shareholders and individual shareholders, and the valid authorization confirmed by the review 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 solicitation procedure of this announcement;
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 announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The shareholders submitting the power of attorney and relevant documents are consistent with the contents recorded in the register of shareholders.
(VI) if the shareholder repeatedly authorizes the collector to vote on the solicitation, but the contents of the authorization are different, the power of attorney signed by the shareholder for the last time shall be valid; If the signing time cannot be determined, the last power of attorney received shall be valid.
(VII) after the shareholder authorizes the proxy collector to vote on the solicitation, 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 select one of “agree”, “oppose” or “abstain” and tick “√”. If the trustor selects more than one item or does not choose in this power of attorney, the collector will deem its authorization invalid.
It is hereby announced.
Soliciter: Zheng Shuguang January 18, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the authorized client, confirm that I / we have carefully read the Ningbo Runhe High-Tech Materials Co.Ltd(300727) independent director’s notice on 20 before signing this power of attorney
