Hainan Huluwa Pharmaceutical Group Co.Ltd(605199)
The first extraordinary general meeting of shareholders in 2022
Meeting materials
February 2022
catalogue
Agenda of the first extraordinary general meeting of shareholders in 2022 Notes to the first extraordinary general meeting of shareholders in 2002 3 proposal 1: proposal on extending the validity of the resolution of the general meeting of shareholders on non-public offering of shares 4 proposal 2: proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to deal with matters related to this non-public offering of shares five
Agenda of the first extraordinary general meeting of shareholders in 2022
Meeting time: 14:00, February 24, 2022
Venue: No. 8, 4th Road, Yaogu phase II, Yaogu Industrial Park, Haikou national high tech Zone, Haikou City, Hainan Province
Convener: Board of directors
Moderator: Chairman Liu Jingping
Agenda of the conference:
1、 Sign in and announce the beginning of the meeting
1. Participants sign in and receive meeting materials; The shareholder and the shareholder’s agent shall submit the identification materials (power of attorney, copy of business license, copy of ID card, etc.) and receive the voting ticket at the same time;
2. The chairman announced the beginning of the meeting and read out the attendance of the meeting;
3. Elect vote counters and supervisors for on-site meetings;
4. The Secretary of the board of directors read out the notice of the general meeting.
2、 The moderator read out the meeting proposal
Proposal I. proposal on extending the validity period of resolutions of the shareholders’ meeting of non-public development banks
Proposal 2. Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to deal with matters related to this non-public offering of shares
3、 Deliberation and voting
1. Answers to the questions raised by shareholders’ representatives in response to the proposals deliberated by the general meeting of shareholders;
2. The General Assembly deliberates and votes on the above proposals;
3. Counting and scrutinizing votes.
4、 Announce the results of the on-site meeting
1. The chairman read out the results of the on-site meeting.
5、 Waiting for online voting results
1. The chairman announced the adjournment of the on-site meeting;
2. Summarize the on-site meeting and online voting.
6、 Announcement of resolutions and legal opinions
1. The chairman read out the resolution of the general meeting of shareholders;
2. Lawyers give legal opinions on the shareholders’ meeting;
3. Sign meeting resolutions and minutes;
4. The moderator declared the meeting closed.
Hainan Huluwa Pharmaceutical Group Co.Ltd(605199) board of directors February 24, 2022
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of shareholders, ensure the normal progress of the meeting and improve the efficiency of the meeting, these instructions are formulated in accordance with the company law of the people’s Republic of China, the articles of association and other relevant provisions:
1. Shareholders or shareholders’ representatives of the company shall participate in the meeting and enjoy the right to speak, consultation, voting and other rights according to law.
2. Shareholders or shareholders’ representatives who require to speak at the meeting shall be legal shareholders or shareholders’ representatives registered in the meeting affairs group of the general meeting.
3. Shareholders or shareholder representatives who request to speak during the meeting shall first apply to the chairman of the meeting and speak with the consent of the chairman.
4. It is suggested that shareholders or shareholders’ representatives make careful preparations before speaking. Each shareholder or shareholder representative shall not speak more than once on each proposal, and each speech shall not exceed 3 minutes. When speaking, the number and name of shares held shall be reported in advance. The chairman may arrange the directors, supervisors and senior managers of the company to answer the questions of shareholders. If the questions have nothing to do with the topics of the shareholders’ meeting or will reveal the company’s business secrets or the common interests of the company and shareholders, the chairman of the meeting or the relevant personnel designated by him have the right to refuse to answer. After the proposal voting starts, the general meeting will no longer arrange shareholders to speak. 5. The meeting adopts the combination of on-site voting and online voting to vote item by item. On site shareholders shall exercise their voting rights according to the number of voting shares they hold, and each share shall have one vote. When voting, shareholders shall choose one of the three items of “agree”, “oppose” and “abstain” under each proposal in the voting vote, and mark it with “√”. Multiple or no elections shall be deemed as invalid votes and be treated as abstaining.
6. There are two proposals in this shareholders’ meeting.
7. The shareholders or shareholders’ representatives are not allowed to make audio, video and photo recordings. The staff of the meeting have the right to stop the acts that disturb the normal order and agenda of the meeting and infringe on the legitimate rights and interests of the company and other shareholders or shareholders’ representatives, and report to the relevant departments for handling.
Hainan Huluwa Pharmaceutical Group Co.Ltd(605199) board of directors February 24, 2022
Proposal of the first extraordinary general meeting of shareholders in 2022
Proposal 1: proposal on extending the validity of the resolution of the general meeting of shareholders on non-public offering of shares. Shareholders and shareholder representatives:
Hainan Huluwa Pharmaceutical Group Co.Ltd(605199) (hereinafter referred to as “the company”) held the first extraordinary meeting of the second board of directors in 2021 and the first extraordinary general meeting of shareholders in 2021 on February 9, 2021 and March 2, 2021 respectively, and deliberated and adopted the proposal on the company’s non-public offering plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of shares and other relevant proposals. It is agreed that the resolution of the general meeting of shareholders on the non-public offering of shares of the company shall be valid for 12 months from the date of deliberation and approval of the general meeting of shareholders, i.e. from March 2, 2021 to March 1, 2022; It is agreed that the board of directors is authorized to handle matters related to the non-public offering of shares with full power. The validity period is 12 months from the date when the proposal related to the non-public offering of shares is considered and approved by the general meeting of shareholders of the company, that is, from March 2, 2021 to March 1, 2022.
Given that the company’s work related to the implementation of non-public offering is still in progress, and the validity period of the resolution on this non-public offering of shares is about to expire. In order to ensure the smooth progress of this non-public offering of shares, the validity period of relevant resolutions on this non-public offering is extended by 12 months from the expiration date (i.e. extended to March 1, 2023).
Except for the extension of the validity period of the resolution of the shareholders’ meeting and the validity period of the authorized board of directors of the non-public offering of shares, other matters of the non-public offering of shares have not changed.
Please consider it.
Hainan Huluwa Pharmaceutical Group Co.Ltd(605199) board of directors February 24, 2022
Proposal of the first extraordinary general meeting of shareholders in 2022
Proposal 2: proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to deal with matters related to this non-public offering of shares
In order to ensure the smooth progress of the non-public offering of shares, in accordance with relevant laws, regulations and the articles of association, the board of directors of the company submitted to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares. The validity period is extended for 12 months from the expiration date (i.e. extended to March 1, 2023).
Except for the extension of the validity period of the resolution of the shareholders’ meeting and the validity period of the authorized board of directors of the non-public offering of shares, other matters of the non-public offering of shares have not changed.
Please consider it.
Hainan Huluwa Pharmaceutical Group Co.Ltd(605199) board of directors February 24, 2022
