Securities code: 605168 securities abbreviation: Three’S Company Media Group Co.Ltd(605168) Announcement No.: 2022-011 Three’S Company Media Group Co.Ltd(605168)
Announcement on public solicitation of 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Starting and ending time of solicitation of voting rights: from February 14 to February 15, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.)
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”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Mr. Liu Shoubao, an independent director of the listed company, is entrusted by other independent directors as the soliciter, Solicit voting rights from all shareholders of the company on the relevant proposals on the company’s restricted stock incentive plan in 2022 discussed 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
The current independent director of the company, Mr. Liu Shoubao, is the collector of voting rights. The collector does not hold shares of the company at present.
As an independent director of the company, Mr. Liu Shoubao, the recruiter, attended the sixth meeting of the third board of directors held by the company on January 25, 2022, They also voted in favor of the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock 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 equity incentive plan, And expressed independent opinions on the implementation of the restricted stock incentive plan by the company.
The collector believes that this restricted stock incentive plan of the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for the company’s employees, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects first granted by the company’s restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. It is agreed that the company will implement this restricted stock incentive plan and submit the matter to the general meeting of shareholders for deliberation. In accordance with the requirements of the management measures and relevant laws and regulations, the collector solicits voting rights from all shareholders of the company on the proposals related to equity incentive considered at the first extraordinary general meeting of shareholders in 2022.
2、 Basic information of this shareholders’ meeting
(I) meeting time
1. On site meeting time: 14:30, February 16, 2022
2. Online voting time: from February 14, 2022 to February 15, 2022
The shareholders’ meeting of the company 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 shareholders’ meeting, 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 1, 12 / F, block C, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing.
(III) proposals considered at the general meeting of shareholders
No. proposal name
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan
4. Proposal on adjusting relevant matters of 2020 restricted stock incentive plan
5. Proposal on Amending the articles of association and handling industrial and commercial change registration
For details of the company’s first extraordinary general meeting in 2022, please refer to the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 26, 2022 Three’S Company Media Group Co.Ltd(605168) : Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-010).
3、 Solicitation scheme
（1） Solicitation object
As of the afternoon of February 11, 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.
（2） Collection time
February 14 to February 15, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.). （3） Solicitation procedure
1. If the voting shareholder decides to entrust the collector to vote, it shall fill in the power of attorney for public solicitation of voting rights of Three’S Company Media Group Co.Ltd(605168) 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 shareholder who entrusts to vote shall submit the power of attorney and other relevant documents to the company’s secretary office entrusted by the collector, including (but not limited to):
(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 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 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 the notary organ, and the original of the notarial certificate shall be submitted together with the original of the 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 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: 12 / F, block C, Zhizhen building, No. 7, Zhichun Road, Haidian District, Beijing
Postal Code: 100191
Attention: Xie Jiao
Tel: (010) 57648016
Contact Fax: (010) 57648019
（4） Other
1. 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 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.
2. If a 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.
3. 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.
4. 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.
5. 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.
Soliciter: Liu Shoubao January 26, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Three’S Company Media Group Co.Ltd(605168)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I have carefully read Three’S Company Media Group Co.Ltd(605168) : Announcement on public solicitation of voting rights by independent directors, Three’S Company Media Group Co.Ltd(605168) : Announcement on convening the first extraordinary shareholders’ meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, We have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Liu Shoubao, an independent director of Three’S Company Media Group Co.Ltd(605168) , to attend the first extraordinary general meeting of shareholders in Three’S Company Media Group Co.Ltd(605168) 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.
Title of the motion: Yes, no, abstention
Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, proposal on the management measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan, proposal on adjusting matters related to the 2020 restricted stock incentive plan Proposal on Amending the articles of association and handling industrial and commercial change registration
(the client shall express authorization opinions on each proposal, and the specific authorization shall be subject to “√” in the corresponding box. For the same proposal, only “√” can be marked in one place, and multiple choices or omissions shall be deemed as abstention. Failure to fill in shall be deemed as abstention) 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 first extraordinary general meeting of shareholders in 2022.
