Securities code: 000803 securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022-013 Bece Legend Group Co.Ltd(000803)
Announcement on public solicitation of entrusted voting rights by independent directors
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. Special tips:
Starting and ending time of solicitation of voting rights: February 14, 2022 – February 15, 2022 (9:30-11:30 a.m. and 13:30-17:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures), the articles of association of Bece Legend Group Co.Ltd(000803) Group Co., Ltd. (hereinafter referred to as the articles of association) and other relevant provisions, Mr. Li Heng, the independent director of Bece Legend Group Co.Ltd(000803) Group Co., Ltd. (hereinafter referred to as the “company”) is entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on the relevant proposals of the second phase of the company’s restricted stock incentive plan to be considered at the first 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
1. Basic information of the recruiter
The current independent director of the company, Mr. Li Heng, is the person soliciting the voting rights. The basic information is as follows: Li Heng, male, born on November 19, 1968, Han nationality, from Nanchong, Sichuan, with a bachelor’s degree in law from Sichuan University and a registered lawyer of the people’s Republic of China. He has served as department manager of state-owned enterprises, customs broker and manager of Personnel Department of foreign enterprises. In 2000, he obtained the lawyer qualification certificate. In May 2002, he worked as a full-time lawyer in Sichuan Sanhe law firm. He joined the partner of Sichuan Zhidian law firm in September 2004 and served as the director of the firm in April 2006. Sichuan HengYao law firm has been established since August 2011. In 2017, it was rated as the “top ten legal workers” in Nanchong City. He was elected as an independent director of the company in December 2019.
2. At present, the solicitors do not hold shares of the company, have not been punished for securities violations, have not been involved in major civil litigation or arbitration related to economic disputes, and are not allowed to serve as directors of the company as stipulated in the company law of the people’s Republic of China and the articles of Association.
3. The solicitor 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.
4. Solicitation of opinions and reasons on voting matters
As an independent director of the company, Mr. Li Heng attended the 47th meeting of the 10th board of directors held by the company on January 24, 2022, The proposal on the company’s second phase restricted stock incentive plan (Draft) and its summary (hereinafter referred to as the incentive plan (Draft)), the proposal on the measures for the implementation and assessment of the company’s second phase restricted stock equity incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s second phase restricted stock incentive plan They all voted in favor and expressed their independent opinions on the implementation of the restricted stock incentive plan. The voting reasons are as follows: (1) the company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(2) The formulation, contents and deliberation procedures of the equity incentive plan comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents; The granting and lifting of restrictions on the sale of restricted shares to each incentive object (including the granting amount, granting date, granting price, restriction period, lifting of restriction period, lifting of restriction conditions and other matters) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
(3) The incentive objects of the equity incentive plan comply with the provisions of the administrative measures and other laws, regulations and normative documents on job qualifications; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective.
(4) The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance to incentive objects.
(5) The assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, and the setting of assessment indicators is scientific and reasonable. At the same time, it has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
(6) As the incentive object, the directors have avoided voting on relevant proposals in accordance with the law.
(7) The company’s implementation of this incentive plan is conducive to establishing and improving the company’s long-term incentive mechanism, optimizing the salary and assessment system, improving the distribution mechanism combining incentive and restraint, promoting the long-term behavior of decision makers and managers, enhancing the cohesion of the company, forming a benefit community between managers and shareholders, and promoting the sustainable and rapid development of the company, There is no situation that damages the interests of the company and all shareholders.
In conclusion, the independent directors agreed to implement the second phase of restricted stock incentive plan and agreed to submit relevant proposals to the general meeting of shareholders for deliberation.
5. Statement of the collector
As the soliciter, I, Li Heng, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, publicly solicit the entrusted voting rights of shareholders for the relevant proposals of the second phase of the restricted stock incentive plan deliberated at the first extraordinary general meeting of the company in 2022. I do not have the situation that I shall not publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies issued by the CSRC, and I promise to continue to comply with the provisions of this article from the solicitation date to the exercise date of this report. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and will bear separate and joint legal liabilities for its authenticity, accuracy and integrity, and will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
The solicitation of entrusted voting rights was publicly conducted free of charge, which was published in China Securities News, Shanghai Securities News and cninfo (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 of the listed company. The soliciter has obtained the consent of other independent directors of the company to solicit the voting rights entrusted by shareholders this time. The performance of this report will not violate or conflict with any provisions in laws, regulations, the articles of association or the company’s internal system.
2、 Basic information of this shareholders’ meeting
1. Time of meeting
(1) On site meeting
The on-site meeting of the general meeting of shareholders will be held at 14:00 on Wednesday, February 16, 2022.
(2) Online voting
The online voting time of this general meeting of shareholders is February 16, 2022, of which:
① The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 16, 2022;
② The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 16, 2022.
2. Meeting place
Conference room 4, 12 / F, building 8, Renhe Spring Garden, No. 9, Section 1, Shehua South Road, Shunqing District, Nanchong City, Sichuan Province.
3. Proposals requiring proxy voting rights
Proposal 1: proposal on the second phase of restricted stock incentive plan (Draft) and its abstract of the company; Proposal 2: proposal on the management measures for the implementation and assessment of the second phase of restricted stock equity incentive plan of the company;
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s phase II restricted stock incentive plan.
3、 Solicitation scheme
In accordance with the company law, administrative measures and other laws and regulations, normative documents and the articles of association, the soliciter has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
1. Solicitation object
As of the afternoon of February 11, 2022 (the equity registration date of the general meeting of shareholders), all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and handled the registration procedures for attending the meeting.
2. Collection time
From February 14, 2022 to February 15, 2022 (9:30-11:30 a.m. and 13:30-17:00 p.m.)
3. Solicitation procedure
First: 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 Bece Legend Group Co.Ltd(000803) independent directors item by item according to the format and content determined in the annex to this announcement (hereinafter referred to as the “power of attorney”. See the annex for details).
Second: submit the power of attorney and other relevant documents signed by me to the company entrusted by the collector. The company shall sign and receive the power of attorney and other relevant documents for the collection of voting rights:
(1) If the entrusted 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, a copy of the shareholder’s account card or the original shareholding certificate stamped with the business seal of the business department of the opening securities firm; 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, a copy of the shareholder account card or the original shareholding certificate stamped with the business seal of the business department of the opening securities firm; All documents provided by individual shareholders in accordance with this article shall be signed page by page by myself;
(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.
Third: after the entrusted voting shareholders have prepared relevant documents according to the above requirements, 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 announcement; If a registered letter or express mail is adopted, the date stamped by the post office at the place of arrival shall be the date of service.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholders are as follows:
Address: No. 4 Bece Legend Group Co.Ltd(000803) on the 12th floor, building 8, Renhe Spring Garden, No. 9, Section 1, Shehua South Road, Shunqing District, Nanchong City, Sichuan Province
Attention: Pan Xi
Tel: 0817-2619999
Contact email: [email protected].
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
4. After the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment meeting all the following conditions will be confirmed to be 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 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.
5. If the shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid; If the time sequence of receipt cannot be determined, the collector shall ask the authorized client for confirmation by inquiry. If the authorized content cannot be confirmed by this way, the authorization is invalid. 6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
7. In case of the following circumstances in the confirmed valid authorization, the collector can deal with it in accordance with the following methods: (1) after the shareholder entrusts the voting right of the collection to the collector, if the shareholder expressly cancels the authorization to the collector in writing before the deadline of the on-site meeting registration, the collector will recognize 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 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.
8. Due to the particularity of soliciting voting rights, when reviewing the power of attorney, only the formal review of the power of attorney submitted by the shareholders in accordance with this announcement will be conducted, and whether the signature and seal on the power of attorney and relevant documents are indeed signed or sealed by the shareholders themselves, or whether such documents are actually issued by the shareholders themselves or their authorized agents will 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.
It is hereby announced.
Collected by: Li Heng January 24, 2022 attachment:
Bece Legend Group Co.Ltd(000803)
Power of attorney for public solicitation of voting rights by independent directors
I / our company, as the principal, confirm that after signing this authorization
