Securities code: 688488 securities abbreviation: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Announcement No.: 2022-012
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Announcement on public solicitation of entrusted voting rights by independent directors
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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Starting time of solicitation of voting rights: February 14, 2022 to February 15, 2022
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and entrusted by other independent directors of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as the “company” or ” Jiangsu Aidea Pharmaceutical Co.Ltd(688488) “), Mr. Zhang Changqing, an independent director, is the collector, Solicit voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on February 16, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
The current independent director of the company, Mr. Zhang Changqing, is the person soliciting voting rights. His basic information is as follows: Zhang Changqing, Chinese nationality, has no right of residence abroad, was born in January 1968, and has a master of law from East China University of political science and law. Mr. Zhang has been a partner of Shanghai Hongqiao Zhenghan law firm since 2001. He has served as an Jiangsu Aidea Pharmaceutical Co.Ltd(688488) independent director since May 2019.
At present, the collector does not hold shares of the company, is not punished for securities violations, and is not 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.
(II) solicitation of voting opinions and reasons for voting matters
As an independent director of the company, the collector attended the 21st Meeting of the first board of directors held on January 19, 2022, and made comments on the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary related to the implementation of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the “restricted stock incentive plan”) The proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2022 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive voted for approval, and expressed independent opinions on the company’s implementation of the restricted stock incentive plan.
The collector believes that the implementation of the company’s restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders, especially minority shareholders. The incentive objects granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents.
2、 Basic information of the general meeting of shareholders
(I) meeting time
1. On site meeting time: 14:30, February 16, 2022
2. Online voting time: February 16, 2022
The company’s general meeting of shareholders adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(II) meeting place
Conference room on the first floor, No. 69, xinganquan West Road, Hanjiang District, Yangzhou
(III) proposals requiring proxy voting rights
No. proposal name
Non cumulative voting motion
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the company’s management measures for the implementation and assessment of restricted stock 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 equity incentive
For details of the convening of the general meeting of shareholders, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 20, 2022 And the notice of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-011) published in China Securities News, Shanghai Securities News, securities times and Securities Daily.
3、 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:
As of the end of the transaction on the afternoon of February 10, 2022, all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and went through the registration procedures for attending the meeting.
(II) collection time:
February 14, 2022 to February 15, 2022 (10:00-12:00 a.m. and 14:00-17:00 p.m.). (III) collection method:
It is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities News, Shanghai Securities News, securities times and Securities Daily issued announcements to solicit entrusted voting rights. (IV) collection procedure:
1. If the shareholders decide to entrust the solicitors to vote, they 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 announcement.
2. The client shall submit the power of attorney and other relevant documents signed by itself 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 voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney signed by the legal representative and a copy of 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 an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of its 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.
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 at the address specified in this announcement; If registered letter or express mail is adopted, the delivery time shall be subject to the time when it is received by the office of the board of directors of the company. If the service is overdue, it shall be deemed invalid.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholder are as follows:
Address: No. 69, xinganquan West Road, Hanjiang District, Yangzhou
Postal Code: 225000
Tel: 0514-82090238
Contact: Wang Guangrong
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
(V) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting all the following conditions will be confirmed as valid:
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 basic information of the shareholders submitting the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders; 5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter. If a shareholder repeatedly authorizes its voting rights on the solicitation matters to the soliciter and 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. If the order of receipt cannot be judged, the soliciter shall ask the authorized trustor for confirmation by inquiry, If the authorization content cannot be confirmed through this method, the authorization delegation is invalid;
6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder may attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VI) in case of the following circumstances in the confirmed valid authorization, the collector will deal with it in accordance with the following methods: 1. After the shareholders entrust the voting right of the collection to the collector, and explicitly revoke the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will determine 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 on-site meeting registration, the solicitor will deem that its authorization to the solicitor will automatically become invalid; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization;
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 more than one is selected or not selected, the solicitor will deem its authorization invalid.
(VII) due to the particularity of soliciting voting rights, when reviewing the power of attorney, only the power of attorney submitted by the shareholders according to this announcement shall be formally reviewed, and whether the signature and seal on the power of attorney and relevant documents are indeed signed or sealed by the shareholders themselves or issued by the shareholders themselves or their authorized agents shall not be substantially reviewed. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
Collected by: Zhang Changqing January 20, 2022 Annex:
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that I / we have carefully read Jiangsu Aidea Pharmaceutical Co.Ltd(688488) announcement on public solicitation of entrusted voting rights by independent directors, Jiangsu Aidea Pharmaceutical Co.Ltd(688488) notice on convening the second extraordinary general meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights before signing this power of attorney, We have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the enterprise hereby authorize Mr. Zhang Changqing, an independent director of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) to attend the second extraordinary general meeting of shareholders in Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 as my / the enterprise’s agent, and vote on the matters considered at the following meeting according to the instructions of this power of attorney. My / our enterprise’s voting opinions on the matters of this solicitation of voting rights:
No. name of non cumulative voting proposal agree against abstain
1. About the company’s restricted stock incentive plan in 2022 (Draft)
(proposal) and its summary
2. Implementation of the company’s restricted stock incentive plan in 2022
Proposal on assessment management measures
3. Notice on requesting the general meeting of shareholders of the company to authorize the board of directors to handle equity
Proposal on Incentive related matters
Note: the client shall express authorization opinions on each proposal, and the specific authorization shall be subject to “√” in the corresponding box. The trustor shall select one of “agree”, “oppose” or “abstain” for the above deliberation items and tick “√” in the corresponding form. For the same proposal, only one of the three can be selected. If more than one item is selected or not selected, it shall be deemed that the trustor is authorized to vote for the deliberation items. Name of the client (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares held by entrusted shareholders:
Entrusted shareholder’s securities account No.:
Signed on:
Validity period of this authorization: from the signing date to the end of the second extraordinary general meeting of shareholders in Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022.
