Securities code: 000919 securities abbreviation: Jinling Pharmaceutical Company Limited(000919) Announcement No.: 2022-013 Jinling Pharmaceutical Company Limited(000919)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
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:
1. There was no veto at this meeting.
2. This meeting did not involve any change in the resolution of the previous general meeting of shareholders.
1、 Convening and attendance of the meeting
1. Meeting held
(1) Meeting time
On site meeting time: 2:00 pm, January 27, 2022.
Online voting time: the specific time of online voting through the trading system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 27, 2022. The time for online voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on January 27, 2022.
(2) Venue of the on-site meeting: conference room on the sixth floor of the headquarters of the company, No. 238, Zhongyang Road, Nanjing
(3) Holding method: the combination of on-site voting and online voting is adopted
(4) Convener: Board of directors
(5) Host of the on-site meeting: Mr. Liang Yutang, chairman
(6) The convening and convening procedures, the qualifications of participants and voting procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, rules and the articles of association.
2. Attendance at the meeting
129 shareholders voted on site and online, representing 285284056 shares, accounting for 56.6040% of the total shares of the listed company. Among them, one shareholder passed the on-site voting, representing 227943839 shares, accounting for 45.2270% of the total shares of the listed company. 128 shareholders voted online, representing 57340217 shares, accounting for 11.3770% of the total shares of the listed company.
Overall attendance of minority shareholders: 128 minority shareholders voted on site and online, representing 57340217 shares, accounting for 11.3770% of the total shares of the listed company. Among them, there are 0 minority shareholders voting on site, representing 0 shares, accounting for 0.0000% of the total shares of the listed company. 128 minority shareholders voted online, representing 57340217 shares, accounting for 11.3770% of the total shares of the listed company.
3. As the collector, Mr. Shen Yongjian, an independent director of the company, published the announcement of Jinling Pharmaceutical Company Limited(000919) independent directors’ public solicitation of entrusted voting rights (Announcement No.: 2022-006) on cninfo.com to solicit the entrusted voting rights of all shareholders of the company for the relevant proposals deliberated at the general meeting of shareholders. As of the end of the solicitation time, Mr. Shen Yongjian, an independent director, had not received the entrustment of voting rights from shareholders.
4. Some directors, supervisors, senior managers and witness lawyers of the company attended the meeting as nonvoting delegates.
2、 Deliberation and voting of proposals
After the deliberation of the shareholders and authorized representatives, the following proposals were adopted by combining on-site voting and online voting:
1. Proposal on adding non independent directors of the company.
Cao Xiaoqiang was added as a non independent director of the eighth board of directors of the company.
In the current board of directors, the total number of directors concurrently serving as the company’s senior management and staff representatives shall not exceed half of the total number of directors of the company.
Total voting:
Agreed to 281723375 shares, accounting for 98.7519% of the shares held by all shareholders attending the meeting; 3037981 shares opposed, accounting for 1.0649% of the shares held by all shareholders attending the meeting; 522700 shares were abstained (including 36700 shares by default due to non voting), accounting for 0.1832% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
53779536 shares were approved, accounting for 93.7903% of the shares held by minority shareholders attending the meeting; 3037981 shares were opposed, accounting for 5.2982% of the shares held by minority shareholders attending the meeting; 522700 shares were abstained (including 36700 shares by default due to non voting), accounting for 0.9116% of the shares held by minority shareholders attending the meeting.
Voting result: elected.
2. Proposal on Amending the articles of association. Total voting:
Agreed to 281461975 shares, accounting for 98.6603% of the shares held by all shareholders attending the meeting; 3342881 shares opposed, accounting for 1.1718% of the shares held by all shareholders attending the meeting; 479200 shares were abstained (including 36700 shares by default due to non voting), accounting for 0.1680% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
53518136 shares were approved, accounting for 93.3344% of the shares held by minority shareholders attending the meeting; Against 3342881 shares, accounting for 5.8299% of the shares held by minority shareholders attending the meeting; 479200 shares were abstained (including 36700 shares by default due to non voting), accounting for 0.8357% of the shares held by minority shareholders attending the meeting.
The proposal is a special resolution and has been adopted by more than 2 / 3 of the total number of effective voting shares held by shareholders or agents attending the meeting.
Voting result: adopted.
3. Proposal on Amending the rules of procedure of the board of directors.
Total voting:
Agreed to 28140475 shares, accounting for 98.6400% of the shares held by all shareholders attending the meeting; Against 2877562 shares, accounting for 1.0087% of the shares held by all shareholders attending the meeting; 1002419 shares were abstained (including 36700 shares by default due to non voting), accounting for 0.3514% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
53460236 shares were approved, accounting for 93.2334% of the shares held by minority shareholders attending the meeting; Against 2877562 shares, accounting for 5.0184% of the shares held by minority shareholders attending the meeting; 1002419 shares were abstained (including 36700 shares by default due to non voting), accounting for 1.7482% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
4 Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan (Draft) and its abstract.
Total voting:
278774475 shares were approved, accounting for 97.7182% of the shares held by all shareholders attending the meeting; Against 6509581 shares, accounting for 2.2818% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
50830636 shares were approved, accounting for 88.6474% of the shares held by minority shareholders attending the meeting; Against 6509581 shares, accounting for 11.3526% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The proposal is a special resolution and has been adopted by more than 2 / 3 of the total number of effective voting shares held by shareholders or agents attending the meeting.
Voting result: adopted.
5. Administrative measures for the assessment of Jinling Pharmaceutical Company Limited(000919) 2021 restricted stock incentive plan.
Total voting:
278480775 shares were approved, accounting for 97.6153% of the shares held by all shareholders attending the meeting; Against 6803281 shares, accounting for 2.3847% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
50536936 shares were approved, accounting for 88.1352% of the shares held by minority shareholders attending the meeting; Against 6803281 shares, accounting for 11.8648% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The proposal is a special resolution and has been adopted by more than 2 / 3 of the total number of effective voting shares held by shareholders or agents attending the meeting.
Voting result: adopted.
6. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
Total voting:
279023475 shares were approved, accounting for 97.8055% of the shares held by all shareholders attending the meeting; Against 6250581 shares, accounting for 2.1910% of the shares held by all shareholders attending the meeting; 10000 shares abstained (including 0 shares by default due to non voting), accounting for 0.0035% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
51079636 shares were approved, accounting for 89.0817% of the shares held by minority shareholders attending the meeting; Against 6250581 shares, accounting for 10.9009% of the shares held by minority shareholders attending the meeting; 10000 shares were abstained (including 0 shares by default due to non voting), accounting for 0.0174% of the shares held by minority shareholders attending the meeting.
The proposal is a special resolution and has been adopted by more than 2 / 3 of the total number of effective voting shares held by shareholders or agents attending the meeting.
Voting result: adopted.
7. Proposal on the prediction of the company’s daily connected transactions in 2022.
The related shareholder Nanjing Xingong Investment Group Co., Ltd. avoided voting on the proposal, and its total number of shares was 227943839.
The general meeting of shareholders authorizes the chairman to sign relevant agreements with Nanjing Pharmaceutical Company Limited(600713) and Nanjing aidkaiteng biomedical Co., Ltd. according to the needs of business development and within the expected scope of daily connected transactions in 2022.
Total voting:
53405036 shares were approved, accounting for 93.1371% of the shares held by all shareholders attending the meeting; 3050062 shares opposed, accounting for 5.3192% of the shares held by all shareholders attending the meeting; 885119 shares were abstained (among which 4100 shares were abstained by default due to non voting), accounting for 1.5436% of the shares held by all shareholders attending the meeting.
Total voting of minority shareholders:
53405036 shares were approved, accounting for 93.1371% of the shares held by minority shareholders attending the meeting; 3050062 shares were opposed, accounting for 5.3192% of the shares held by minority shareholders attending the meeting; 885119 shares were abstained (4100 shares were abstained due to non voting), accounting for 1.5436% of the shares held by minority shareholders attending the meeting.
Voting result: adopted.
3、 Legal opinions issued by lawyers
1. Name of law firm: Jiangsu Taihe law firm
2. Name of Lawyer: Jiao Yi, Li Yong
3. Concluding observations: the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. The qualifications of the participants and the convener of the meeting are legal and valid, and the voting procedures and voting results of the meeting are legal and valid. For the full text of the legal opinion, please refer to cninfo.com on January 28, 2022.
4、 Documents for future reference
1. Jinling Pharmaceutical Company Limited(000919) resolution of the first extraordinary general meeting of shareholders in 2022; 2. Legal opinion of Jiangsu Taihe law firm on the first extraordinary general meeting of shareholders in Jinling Pharmaceutical Company Limited(000919) 2022;
3. Legal opinion of Jiangsu Taihe law firm on Jinling Pharmaceutical Company Limited(000919) independent directors’ public solicitation of entrusted voting rights.
It is hereby announced.
Jinling Pharmaceutical Company Limited(000919) board of directors January 27, 2002
