Securities code: 002424 securities abbreviation: Guizhou Bailing Group Pharmaceutical Co.Ltd(002424) Announcement No.: 2022-007 Guizhou Bailing Group Pharmaceutical Co.Ltd(002424)
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. The shareholders’ meeting did not veto the proposal.
2. This general meeting of shareholders does not involve changing the resolutions adopted by previous general meetings of shareholders.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. Meeting time:
On site meeting time: 10 a.m. on Monday, February 7, 2022
Online voting time: the specific time for online voting through the trading system of Shenzhen stock exchange is the trading time on February 7, 2022 (the day of the on-site shareholders’ meeting), i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00. The start time of online voting through the Internet voting system of Shenzhen stock exchange is 9:15 on February 7, 2022 (the day of the on-site shareholders’ meeting), and the end time is 15:00 on February 7, 2022 (the day of the end of the on-site shareholders’ meeting).
2. Venue: conference room Guizhou Bailing Group Pharmaceutical Co.Ltd(002424) No. 212, Xihang Road, economic and Technological Development Zone, Anshun City, Guizhou Province
3. Holding method: a combination of on-site voting and online voting
5. Moderator: Mr. Jiang Wei, chairman
6. The convening and convening of this general meeting of shareholders comply with the provisions of the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the articles of association and other laws, administrative regulations, departmental rules and normative documents.
(II) attendance at the meeting
General attendance of shareholders:
36 shareholders and their authorized representatives voted on the spot and online, representing 458046589 shares, accounting for 32.4580% of the total shares of the company.
Among them, 10 shareholders and authorized representatives of shareholders voted on the spot, representing 453210853 shares, accounting for 32.1153% of the total shares of the company.
26 shareholders voted online, representing 4835736 shares, accounting for 0.3427% of the total shares of the company.
Overall attendance of minority shareholders:
32 shareholders and their authorized representatives voted on the spot and online, representing 5782643 shares, accounting for 0.4098% of the total shares of the company.
Among them, there are 6 shareholders who have passed the on-site voting and their authorized representatives, representing 946907 shares, accounting for 0.0671% of the total shares of the company.
26 shareholders voted online, representing 4835736 shares, accounting for 0.3427% of the total shares of the company.
The directors, supervisors and senior managers of the company attended the shareholders’ meeting. Guizhou Beidou certificate and issued a legal opinion.
2、 Deliberation and voting of proposals
The shareholders’ meeting adopted the following resolutions by combining on-site open voting and online voting:
Proposal 1.00 the proposal on resignation of directors and by election of directors was deliberated and passed;
Total voting:
457861789 shares were approved, accounting for 99.9597% of the shares held by all shareholders attending the meeting; Against 184800 shares, accounting for 0.0403% 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:
5597843 shares were approved, accounting for 96.8042% of the shares held by minority shareholders attending the meeting; Against 184800 shares, accounting for 3.1958% 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.
Proposal 2.00 the proposal on Amending the articles of association was considered and passed.
Total voting:
457907489 shares were approved, accounting for 99.9696% of the shares held by all shareholders attending the meeting; 139100 shares opposed, accounting for 0.0304% 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:
5643543 shares were approved, accounting for 97.5945% of the shares held by minority shareholders attending the meeting; Against 139100 shares, accounting for 2.4055% 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.
This proposal is a special resolution, which has been adopted by more than 2 / 3 of the total number of effective voting shares.
3、 Legal opinions issued by lawyers
Lawyers Wen Tingjie and Liu Min of Guizhou Beidouxing law firm were entrusted to witness the first extraordinary general meeting of the company in 2022 and issued relevant legal opinions. The lawyer believes that the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, and the voting procedures of the proposals of the general meeting of shareholders comply with the relevant provisions of the company law, the securities law, the rules of procedure of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association, and the voting results are legal and effective.
4、 Documents for future reference
1. Resolutions of the general meeting of shareholders signed and confirmed by the attending directors and recorders and stamped with the seal of the board of directors;
2. Legal opinion of Guizhou Beidouxing law firm on this meeting;
3. Other documents required by Shenzhen Stock Exchange.
5、 Other instructions
The company held the 23rd Meeting of the 5th board of directors on January 17, 2022, deliberated and passed the proposal on the appointment of executive deputy general manager, agreed to appoint Mr. Yuan Yuanzhen as the executive deputy general manager of the company, and disclosed Mr. Yuan Yuanzhen’s resume as an annex. Due to the negligence of the staff, Mr. Yuan Yuanzhen’s tenure as deputy general manager in Guizhou Salvage Pharmaceutical Co.Ltd(600227) was incorrectly disclosed and corrected to “June 2018 to April 2019”. In addition to the above corrections, other contents remain unchanged. See the annex for the corrected resume of Mr. Yuan Yuanzhen. The board of directors apologizes for the inconvenience caused to investors. Please understand!
It is hereby announced.
Guizhou Bailing Group Pharmaceutical Co.Ltd(002424) board of directors
February 7, 2022
Resume: Mr. Yuan Yuanzhen
Mr. Yuan Yuanzhen: Chinese nationality, without overseas residency, male, born in 1968, Han nationality, CPC member, master of engineering, senior engineer.
Graduated from Xi’an Jiaotong University in 1990 with a bachelor’s degree in fluid machinery; In 2001, he obtained a master’s degree in engineering from Sichuan University; He graduated from Nanyang University of technology in 2012 with a master’s degree in management economics. From August 1990 to January 2005, he successively served as an engineer and deputy director of machine repair branch in Guizhou Chitianhua Group. From January 2005 to January 2006, served as the director of the mobility Department of Guizhou Chitianhua Co., Ltd; From January 2006 to April 2008, served as deputy general manager of Guizhou Chitianhua Co., Ltd; From April 2008 to December 2013, he served as the general manager of Guizhou Chitianhua Co., Ltd; From December 2013 to December 2014, he served as member of the Party committee and deputy general manager of Guizhou Chitianhua Group Co., Ltd., director of Guizhou Chitianhua Co., Ltd. and director of Guizhou Jinchi Chemical Co., Ltd; From December 2014 to January 2015, he served as executive deputy general manager and member of the Party committee of Guizhou Chitianhua Group Co., Ltd., director of Guizhou Chitianhua Co., Ltd. and director of Guizhou Jinchi Chemical Co., Ltd; From January 2015 to November 2015, served as deputy general manager of Guizhou Chitianhua Co., Ltd; From November 2015 to June 2018, served as deputy general manager of Guizhou Chitianhua Group; Served as deputy general manager in Guizhou Salvage Pharmaceutical Co.Ltd(600227) from June 2018 to April 2019; From April 2019 to December 2021, he served as the deputy general manager of Xinggui Investment Co., Ltd., including the director of Guizhou Hanfang pharmaceutical from December 2020 to January 2022.
Up to now, Mr. Yuan Yuanzhen does not hold shares of the company and has no relationship with directors, supervisors, other senior managers, shareholders and actual controllers holding more than 5% of the shares of the company. There are no following circumstances: 1. One of the circumstances specified in Article 146 of the company law; 2. Being prohibited from entering the securities market by the CSRC, and the term has not expired; 3. Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; 4. Administrative punishment by the CSRC in the last three years; 5. Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; 6. The case has been filed for investigation by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion. According to the inquiry on the directory of dishonest Executees on the website of the Supreme People’s court, Mr. Yuan Yuanzhen does not belong to the “dishonest Executees”.
