Information of the second extraordinary general meeting of shareholders in 2022
February, 2002
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Contents of the second extraordinary general meeting of shareholders in 2022
Notes to the second extraordinary general meeting of shareholders in 2022 3. Agenda of the second extraordinary general meeting of shareholders in 2022 5. Proposal of the second extraordinary general meeting of shareholders in 2022 6 proposal 1 proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary 6 proposal 2 proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2022 7 proposal 3 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive eight
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Notes to the second extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders and ensure the normal order and efficiency of the general meeting of shareholders of the company, the following instructions are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies (revised in 2016), the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) chapter and the rules of procedure of the general meeting of shareholders of the company, All personnel attending the general meeting of shareholders are requested to comply with it.
1、 During the meeting, all participants shall, on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the general meeting, earnestly perform their legal obligations, consciously abide by the discipline of the general meeting, and shall not infringe upon the legitimate rights and interests of the company and other shareholders or disturb the normal order of the general meeting.
2、 Shareholders and shareholders’ agents attending the meeting must go through the sign in procedures at the meeting site 30 minutes before the meeting, and show the securities account card, identity document or copy of enterprise business license (with official seal), power of attorney, etc. according to the regulations. They can attend the meeting only after receiving the meeting materials after verification. After the meeting, the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them. After that, the shareholders who enter the meeting shall not be entitled to participate in the on-site voting.
3、 In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders attending the meeting, the company has the right to refuse other personnel to enter the meeting place according to law, except shareholders and their agents, directors, supervisors, senior managers of the company, lawyers appointed by the company and personnel invited by the board of directors.
4、 In order to ensure the order of the venue, please turn off your mobile phone or adjust to the vibration state after entering the venue. Personal recording, photographing and video recording are not allowed. Please do not make any noise in the venue. The staff have the right to stop the acts that interfere with the normal order of the meeting and infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment in time.
5、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law. If a shareholder requests to speak at the general meeting of shareholders or raise questions on relevant issues, it shall register at the sign in office of the general meeting of shareholders in advance. Shareholders shall not interrupt the agenda of the general meeting without reason and request to speak. Please raise your hand to ask questions on site and speak with the permission of the chairman of the meeting. The speeches or questions of shareholders and their agents shall focus on the topics of the general meeting and be concise.
6、 If the contents of shareholders’ speeches and questions have nothing to do with the topics of the shareholders’ meeting or involve the company’s undisclosed major information, the host or relevant person in charge of the meeting has the right to refuse to answer.
7、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders or their proxies present at the meeting must sign their names on the voting tickets. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters’ waiver of voting rights, and the voting results of their shares shall be counted as “waiver”.
8、 Before voting on the proposal, the general meeting of shareholders will elect two shareholder representatives and one supervisor representative to count and monitor the votes; If the matters under consideration are related to shareholders, relevant shareholders and agents shall not participate in vote counting and scrutinizing; When the general meeting of shareholders votes on the proposal, the witness lawyer, shareholder representative and supervisor representative shall be jointly responsible for counting and supervising the votes; The on-site voting results shall be announced by the host of the meeting.
9、 The general meeting of shareholders was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
10、 The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves. The company will not give gifts to shareholders and their agents attending the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders and their agents attending the general meeting of shareholders, and treat all shareholders on the principle of equality.
11、 Special reminder: affected by covid-19 pneumonia, the company encourages all shareholders to give priority to participating in the general meeting of shareholders by online voting through the online voting system of Shanghai Stock Exchange. If you really need to attend the meeting on site, please be sure to understand the specific epidemic prevention regulations of Yangzhou and Hanjiang District in advance, and ensure that your body temperature is normal and there are no symptoms such as respiratory discomfort. You must wear protective equipment such as masks and personal protection on the day of attending the meeting; On the day of the meeting, the company will measure and register the temperature of the participants according to the epidemic prevention requirements. Only those with normal temperature and meeting the local epidemic prevention regulations can attend the meeting. Please cooperate.
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Agenda of the second extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
(I) meeting time: 14:30, February 16, 2022
(II) Venue: conference room on the first floor, No. 69, xinganquan West Road, Hanjiang District, Yangzhou
(III) convening method: combination of on-site voting and online voting
(IV) online voting system and online voting time:
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders (February 16, 2022), i.e. 9:15-9:25, 9:30-11:30 and 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.
(V) convener: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) board of directors II. Meeting agenda
(I) participants sign in, receive meeting materials, and shareholders register their speeches
(II) the host announces the commencement of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of votes held
(III) the moderator read out the instructions for the general meeting of shareholders
(IV) elect two vote counters and one scrutineer (shareholders vote on a show of hands)
(V) review the proposals of the meeting item by item
(VI) speeches and questions of shareholders and their agents
(VII) shareholders attending the meeting and their proxies vote on various proposals
(VIII) adjourn the meeting and count the voting results (the final voting results shall be subject to the announcement of the company)
(IX) resume the meeting and read out the voting results of the meeting and the resolutions of the general meeting of shareholders
(x) witness the lawyer to read out the legal opinion
（11） Signing meeting documents
（12） End of the meeting
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Proposal of the second extraordinary general meeting of shareholders in 2022
Motion 1
Proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary shareholders:
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association, Formulated the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan (Draft) and its summary.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 20, 2022 Disclosed Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan (Draft) and its abstract.
This proposal has been deliberated and adopted at the 21st Meeting of the first board of directors and the 17th meeting of the first board of supervisors, and is hereby submitted to the general meeting of shareholders of the company for deliberation.
Board of directors February 16, 2002
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Proposal of the second extraordinary general meeting of shareholders in 2022
Motion 2
Proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022 shareholders:
In order to ensure the smooth implementation of the equity incentive plan, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of the Shanghai Stock Exchange on the Kechuang board, the self regulatory guide for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information and other relevant laws Regulations and normative documents, as well as the relevant provisions of the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association and the company’s restricted stock incentive plan, and in combination with the actual situation of the company, the management measures for the implementation and assessment of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan are formulated.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 20, 2022 The administrative measures for the implementation and assessment of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan disclosed.
This proposal has been deliberated and adopted at the 21st Meeting of the first board of directors and the 17th meeting of the first board of supervisors, and is hereby submitted to the general meeting of shareholders of the company for deliberation.
Board of directors February 16, 2002
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Proposal of the second extraordinary general meeting of shareholders in 2022
Motion 3
Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive. Shareholders:
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing the restricted stock grant agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, and agree that the board of directors will authorize the nomination and remuneration committee to exercise this right;
(6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(7) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company’s registered capital;
(8) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object and the cancellation of the restricted stock to which the incentive object has not yet belonged, Handle the inheritance of restricted shares to which the deceased (dead) incentive object has not yet belonged;
(9) Authorize the board of directors to manage and adjust the company’s restricted stock plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(10) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan. 3. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of this equity incentive plan.
5. In the above authorization matters, unless there are clear provisions in laws, administrative regulations, rules and regulations of the CSRC, normative documents, this equity incentive plan or the articles of association, it shall be approved by the directors
