Securities code: 002973 securities abbreviation: Qiaoyin City Management Co.Ltd(002973) Announcement No.: 2022-008 bond Code: 128138 bond abbreviation: Overseas Chinese bank convertible bond
Qiaoyin City Management Co.Ltd(002973)
Announcement of independent directors on public solicitation of voting rights
Independent director Li Shiyu guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special statement:
1. Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”) independent director Li Shiyu is entrusted by other independent directors as the collector to solicit voting rights from all shareholders of the company on the proposals related to equity incentive matters considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 16, 2022.
2. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter Li Shiyu meets the solicitation conditions specified in Article 90 of the securities law, Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies.
3. 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 of this announcement, and are not responsible for the contents of this announcement. Any statement to the contrary is a false statement.
1、 Basic information of the recruiter
1. The recruiter Li Shiyu is the current independent director of the company. The basic information is as follows:
Mr. Li Shiyu, born in September 1956, Chinese nationality, without permanent residency abroad, has a doctoral degree. From April 1989 to March 1991, he worked as a special researcher at the Institute of construction technology in Japan; From April 1991 to April 1994, he was a researcher in the Environmental Engineering Research Office of the Department of civil engineering, National University of Singapore; From September 1994 to May 1999, he was an associate professor of the Institute of Environmental Sciences of Sun Yat sen University; From June 1999 to October 2002, he served as a professor in the Institute of environmental science of Sun Yat sen University, from October 2002 to may 2012, as president and professor of the school of environmental science and engineering of Sun Yat sen University, and from June 2012 to September 2021
Professor, School of environmental science and engineering, Shanshan University; Retired in October 2021; He has been an Qiaoyin City Management Co.Ltd(002973) independent director since June 2016.
2. The solicitation of voting rights is based on the duties of the soliciter as an independent director and has been approved by other independent directors of the company. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter does not have the situation that it is not allowed to solicit voting rights as a soliciter in accordance with Article 3 of the Interim Provisions on the administration of the rights of shareholders of Listed Companies in public, and promises to continuously meet the conditions of being a soliciter from the date of solicitation to the date of exercise. The collector guarantees that there are no false records, misleading statements or major omissions in the contents described in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not engage in securities fraud such as insider trading and market manipulation by using the voting rights collected this time.
3. There is no relationship between the soliciter and the company’s directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest relationship with the proposals involved in the solicitation of voting rights.
2、 Specific matters of soliciting voting rights
1. The first extraordinary general meeting of the company in 2022 has four proposals in total, which are:
Proposal 1.00 proposal on hiring audit institutions in 2021;
Proposal 2.00 proposal on and summary;
Proposal 3.00 proposal on the management measures for the assessment of stock option incentive plan in 2022;
Proposal 4.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan.
The solicitors publicly solicit voting rights from all shareholders of the company on the proposals related to equity incentive matters considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 2.00 proposal on and summary;
Proposal 3.00 proposal on the management measures for the assessment of stock option incentive plan in 2022;
Proposal 4.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan.
The solicited party or its agent may vote separately on the proposal 1.00 without voting rights, and the soliciter will vote on its behalf according to the opinions of the solicited party or its agent. The specific contents of this shareholders’ meeting are detailed in the company’s announcement on the same day on the information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007).
2. Solicit opinions
As an independent director of the company, Li Shiyu, the recruiter, attended the 40th meeting of the second board of directors held on January 24, 2022, and made comments on the proposal on and summary, and the proposal on The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan voted in favour and expressed independent opinions on the relevant proposals.
3. Solicitation scheme
(1) Collection period: from February 12, 2022 to February 13, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m. every day)
(2) Confirmation date of collecting voting rights: February 11, 2022
(3) Solicitation method: on cninfo (www.cn. Info. Com. CN.), an information disclosure website designated by the CSRC The voting rights shall be publicly solicited in the form of announcement.
(4) Solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote on its behalf, it shall fill in the “power of attorney for public solicitation of voting rights by independent directors” (hereinafter referred to as “power of attorney”) item by item according to the format and content specified in the annex to this announcement.
Step 2: sign the power of attorney and submit the following relevant documents as required:
① If the shareholder entrusted to vote is a legal person shareholder, 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 shall be submitted. The relevant documents shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
② If the shareholder entrusted to vote is an individual shareholder, a copy of his ID card, the original power of attorney and the stock account card shall be submitted;
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 shareholders entrusted to vote have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents to the address specified in this announcement by personal delivery / registered letter / express mail within the collection time specified in this announcement; If it is delivered by registered letter / express mail, the time when it is received by the office of the board of directors of the company shall prevail. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
The designated addresses and recipients of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are as follows:
Address: 10th floor, building Offcn Education Technology Co.Ltd(002607) No. 371, Wushan Road, Tianhe District, Guangzhou, Guangdong
Attention: Zheng Xiaoqin
Tel: 020-87157941
Postal Code: 510640
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 of the law firm hired by the company 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. Upon review, all authorizations that meet the following conditions will be confirmed as valid:
① The power of attorney has been filled in and signed item by item according to the format and content specified in the annex to this announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
② The power of attorney and relevant documents have been submitted within the collection time determined in this announcement;
③ The power of attorney and relevant documents have been delivered to the address specified in this announcement;
④ The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders of the company.
(5) If a shareholder repeatedly authorizes the collector of its voting rights on the solicitation matters, but the authorization contents 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.
(6) In case of any of the following circumstances in the confirmed valid authorization, the following measures shall be followed:
① If a shareholder who entrusts to vote expressly revokes the authorization of the collector in writing before the collector exercises the voting right on his behalf, the collector shall not exercise the voting right on his behalf after the revocation.
② The shareholder who entrusts to vote does not explicitly revoke the authorization to the collector in writing before the collector exercises the voting right on his behalf, but if he attends the general meeting of shareholders and independently exercises the voting right before the trustee exercises the voting right on his behalf, the authorization to the collector shall be deemed to have been revoked.
4. Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the closing of the market on the afternoon of February 11, 2022.
It is hereby announced.
Soliciter: Li Shiyu January 26, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Qiaoyin City Management Co.Ltd(002973)
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that I / we have carefully read the announcement on public solicitation of voting rights, Qiaoyin City Management Co.Ltd(002973) notice on convening the first extraordinary general meeting in 2022 and other relevant documents prepared and announced by the collector for the solicitation of voting rights before signing this power of attorney, and have fully understood the matters related to the solicitation of voting rights.
I / the company, as the authorized principal, hereby authorize Li Shiyu, an independent director of Qiaoyin City Management Co.Ltd(002973) to attend the first extraordinary general meeting of shareholders in Qiaoyin City Management Co.Ltd(002973) 2022 and exercise the voting rights on behalf of me according to the instructions of this power of attorney. My / our company’s voting opinions on this solicitation of voting rights are as follows:
Proposal remarks: this column
The column marked with the name of the proposal agrees to vote against the abstention code
1.00 proposal on hiring audit institutions in 2021 √
2.00 < √
And summary of the motion
3.00 assessment management of stock option incentive plan in 2022 √
Proposal on management measures
4.00 proposal for the general meeting of shareholders to authorize the board of directors to handle 2022 √
Proposal on matters related to the stock option incentive plan in
Note: 1. This power of attorney is valid after being signed and sealed by the client. If the client is an individual, it shall sign; If the client is a legal person, it shall be stamped with the official seal of the legal person.
2. The validity period of this power of attorney is from the date of signing this power of attorney to the end of this shareholders’ meeting.
3. The proposal must be marked with “√” in the corresponding space under the columns of “agree”, “oppose” and “abstain”. If the same proposal is not selected, or two or more items are selected, the voting result will be deemed invalid.
Client ID number (Unified Social Credit Code):
Nature, quantity and proportion of shares held by the trustor (subject to the number of shares held on February 11, 2022, the equity registration date of the shareholders’ meeting):
Client’s shareholder account:
Contact information of the client:
Signature (seal) of the client:
Name of trustee:
The ID number of the trustee (Unified Social Credit Code):
Contact information of the trustee:
