Securities code: 000952 securities abbreviation: Hubei Guangji Pharmaceutical Co.Ltd(000952) Announcement No.: 2022-009 Hubei Guangji Pharmaceutical Co.Ltd(000952)
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 is no matter to veto the proposal at this shareholders’ meeting.
2. This shareholders’ meeting does not involve changing the resolutions adopted at previous shareholders’ meetings.
1、 Convening and attendance of the meeting
1. Meeting held
(1) Meeting time
On site meeting time: 14:50, February 8, 2022 (Tuesday)
Online voting time:
① The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 8, 2022;
② The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on February 8, 2022.
(2) Venue of the on-site meeting: conference room on the second floor, administration building, Dajin Industrial Park, No. 100, Meiwu Road, Dajin Town, Wuxue City, Hubei Province.
(3) Convening method: this general meeting of shareholders is held by combining on-site voting and online voting. (4) Convener: the board of directors of the company.
(5) Moderator: Mr. Ruan Shu, chairman.
(6) The convening and convening procedures, the qualifications of participants and voting procedures of this general meeting of shareholders comply with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2. Attendance at the meeting
A total of 10 shareholders and shareholder representatives participated in the on-site meeting and online voting of the general meeting of shareholders, with 90958565 representative shares, accounting for 26.4414% of the total voting shares of the listed company. Among them, one shareholder and shareholder representative voted on the spot, representing 87592065 shares, accounting for 25.4628% of the total voting shares of the listed company. Nine shareholders voted online, representing 3366500 shares, accounting for 0.9786% of the total voting shares of the listed company.
Overall attendance of minority shareholders: a total of 9 shareholders and shareholder representatives voted on site and online, representing 3366500 shares, accounting for 0.9786% of the total voting shares of the listed company.
3. Mr. Li Qingyuan, the independent director of the company, as the soliciter, solicited the voting rights of all shareholders of the company except the incentive object or the shareholders associated with the incentive object for the deliberation of the proposal at the general meeting of shareholders (for details, see the announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-006) disclosed on cninfo.com on January 21, 2022). As of the expiration of the solicitation period, no shareholder has entrusted voting to Mr. Li Qingyuan, an independent director.
4. The company has 9 directors in office, and 9 attended the meeting by means of on-site communication; 3 supervisors in office of the company, and 3 attended the meeting by means of on-site communication; All senior managers of the company attended the meeting as nonvoting delegates. The witness lawyer of Beijing Jingshi (Wuhan) law firm attended the shareholders’ meeting and issued a legal opinion.
2、 Deliberation and voting of proposals
The proposals of this meeting were considered by the shareholders and authorized representatives, and the voting method combining on-site voting and online voting was adopted. The voting results are as follows:
1. The meeting deliberated and adopted the proposal on Hubei Guangji Pharmaceutical Co.Ltd(000952) 2021 restricted stock incentive plan (Draft) and its summary
Total voting:
Agree to 90931145 shares, accounting for 99.9699% of the shares held by all shareholders attending the meeting; Against 27420 shares, accounting for 0.0301% 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:
3339080 shares were approved, accounting for 99.1855% of the shares held by minority shareholders attending the meeting; Against 27420 shares, accounting for 0.8145% of the shares held by minority shareholders attending the meeting; Abstained 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.
Voting result: the number of shares approved accounts for more than two-thirds of the total number of valid voting shares attending the meeting, which is adopted by special resolution.
2. The meeting deliberated and adopted the proposal on the measures for the administration of the implementation and assessment of the Hubei Guangji Pharmaceutical Co.Ltd(000952) 2021 restricted stock incentive plan
Total voting:
Agree to 90931145 shares, accounting for 99.9699% of the shares held by all shareholders attending the meeting; Against 27420 shares, accounting for 0.0301% 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:
3339080 shares were approved, accounting for 99.1855% of the shares held by minority shareholders attending the meeting; Against 27420 shares, accounting for 0.8145% of the shares held by minority shareholders attending the meeting; Abstained 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.
Voting result: the number of shares approved accounts for more than two-thirds of the total number of valid voting shares attending the meeting, which is adopted by special resolution.
3. The meeting deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
Total voting:
Agree to 90931145 shares, accounting for 99.9699% of the shares held by all shareholders attending the meeting; Against 27420 shares, accounting for 0.0301% 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:
3339080 shares were approved, accounting for 99.1855% of the shares held by minority shareholders attending the meeting; Against 27420 shares, accounting for 0.8145% of the shares held by minority shareholders attending the meeting; Abstained 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.
Voting result: the number of shares approved accounts for more than two-thirds of the total number of valid voting shares attending the meeting, which is adopted by special resolution.
3、 Legal opinions issued by lawyers
1. Name of law firm: Beijing Jingshi (Wuhan) law firm
2. Name of Lawyer: Huang Hongbo, Dai Wei
3. Concluding observations: the convening and convening procedures of the company’s first extraordinary general meeting of shareholders in 2022, the main qualifications of the convener, the qualifications of attendees, the voting procedures and voting results of the meeting are in line with the relevant provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, rules and other normative documents and the articles of association, The resolutions adopted at this shareholders’ meeting are legal and valid.
4、 Documents for future reference
1. Hubei Guangji Pharmaceutical Co.Ltd(000952) resolution of the first extraordinary general meeting of shareholders in 2022;
2. Legal opinion on the first extraordinary general meeting of shareholders in Hubei Guangji Pharmaceutical Co.Ltd(000952) 2022 issued by Beijing Jingshi (Wuhan) law firm;
3. Legal opinion on Hubei Guangji Pharmaceutical Co.Ltd(000952) independent directors’ public solicitation of entrusted voting rights issued by Beijing Jingshi (Wuhan) law firm.
It is hereby announced
Hubei Guangji Pharmaceutical Co.Ltd(000952) February 8, 2022
