Henan Taloph Pharmaceutical Stock Co.Ltd(600222) meeting materials of the first extraordinary general meeting of shareholders in 2022 February 2022
catalogue
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2012 3. Proposal 1: proposal on renewing the appointment of an accounting firm 5 proposal 2 proposal on Amending the articles of association and the rules of procedure of the general meeting of shareholders 8 proposal 3 proposal on the election of non independent directors of the ninth board of Directors 16 proposal 4 proposal on the election of independent directors of the ninth board of Directors 18 motion 5: proposal on the election of non employee representative supervisors of the ninth board of supervisors twenty
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of investors and ensure the normal order and smooth convening of the general meeting of shareholders, in accordance with the rules of the general meeting of shareholders of listed companies, the articles of association and other relevant provisions, the instructions for the meeting are hereby formulated as follows:
1、 In order to cooperate with the epidemic prevention and control work, the company encourages and suggests shareholders and their proxies to participate in the shareholders’ meeting by means of online voting.
2、 The company will measure and register the temperature of shareholders and their agents who intend to attend the on-site meeting according to the epidemic prevention and control requirements. Only those with green health code and travel code and normal temperature can enter the meeting site. Shareholders and their agents who have not registered in advance or do not meet the relevant requirements of covid-19 pneumonia epidemic prevention in the place where the company is located will not be able to enter the meeting site, Shareholders and shareholders’ agents entering the venue are requested to bring their own masks and wear them throughout the process.
3、 During the shareholders’ meeting, all participants shall consciously perform their legal obligations on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the meeting.
4、 In order to ensure the seriousness and normal order of this general meeting of shareholders, the company has the right to refuse other irrelevant personnel to enter the venue according to law, except for the shareholders and their agents, directors, supervisors, senior managers and relevant staff who have registered and attended the meeting.
5、 After the shareholders and their agents arrive at the venue, please sign in on the “attendance form of the general meeting of shareholders” and show relevant identity certificates (stock account card, ID card or company business license, etc.) and relevant authorization documents.
6、 Shareholders and their agents attending the general meeting of shareholders shall earnestly perform their legal obligations and shall not infringe upon the rights and interests of other shareholders. Shareholders and their proxies who intend to speak shall register with the meeting affairs group of the general meeting when they report to the meeting. During the meeting, the host shall reasonably arrange to speak according to the specific conditions of the meeting, and arrange relevant personnel of the company to answer the questions raised by shareholders. Shareholders and their proxies shall not interrupt the agenda of the general meeting for no reason. During the deliberation of the proposal, if shareholders and their agents temporarily request to speak or raise questions on relevant issues, they shall raise their hands to apply to the general meeting, and can speak or raise questions only with the permission of the chairman of the general meeting. The speeches or questions of shareholders and their agents shall focus on the topics of the general meeting, be concise and concise, and the time shall not exceed 5 minutes. After the proposal voting begins, the general meeting will no longer arrange shareholders and proxies to speak.
7、 No one is allowed to disturb the normal order and procedures of the meeting. Please turn off your mobile phone or turn it to the vibration state during the meeting. No one is allowed to record, take photos and video.
February 25, 2022
Agenda of the first extraordinary general meeting of shareholders in 2022
Meeting time: 14:00 PM, February 25, 2022
Meeting place: meeting room on the first floor of the company, No. 8, Jinsuo Road, high tech Zone, Zhengzhou. Convener: Henan Taloph Pharmaceutical Stock Co.Ltd(600222) convening method of the board of directors: the combination of on-site voting and online voting. Meeting agenda: I. the host announces the beginning of the meeting and introduces all participants. II. The host proposes to elect the vote counting and monitoring personnel of the meeting. III Introduce the contents of the proposal and conduct discussion and deliberation
1. Deliberating the proposal on renewing the appointment of accounting firms;
2. Deliberating the proposal on Amending the articles of association and the rules of procedure of the general meeting of shareholders; 3. Deliberating the proposal on the election of non independent directors of the ninth board of directors;
4. Deliberating the proposal on the election of independent directors of the ninth board of directors;
5. Deliberated the proposal on the election of non employee representative supervisors of the ninth board of supervisors. 4、 5. On site shareholders’ speeches and questions 5. On site shareholders and shareholders’ representatives vote on the above proposals 6. Count the on-site voting results 7. The host announces the on-site voting results 8. The representatives take a rest, wait to receive the online voting results, and announce the final results of on-site and online voting 9. Read out the resolutions of the general meeting of shareholders
10、 The witness lawyer reads out the witness opinions. Xi. The host announces the end of the meeting
February 25, 2022
Proposal 1: proposal on renewing the appointment of accounting firms
Shareholders and shareholder representatives:
Henan Taloph Pharmaceutical Stock Co.Ltd(600222) (hereinafter referred to as “the company”) plans to renew the appointment of Beijing Xinghua Certified Public Accountants (special general partnership) (hereinafter referred to as “Beijing Xinghua”) as the company’s 2021 financial report audit and internal control audit institution.
(I) institutional information
1. Basic information
Beijing Xinghua certified public accountants Co., Ltd. (special general partnership), established in 1992, was transformed into a special general partnership with the approval of Beijing financial accounting license [2013] No. 0060 on November 22, 2013. Its registered address is room 2206, No. 18, Yumin Road, Xicheng District, Beijing.
The chief partner of Beijing Xinghua is Mr. Zhang Enjun. By the end of 2020, there were 102 partners and 585 certified public accountants, including 180 certified public accountants who signed the audit report of securities service business.
The total audited business income of Beijing Xinghua in 2020 was 743.3417 million yuan, including 555.715 million yuan from audit business and 63.1151 million yuan from securities business. Beijing Xinghua provides annual report audit services for 24 listed companies in 2020, with a total audit fee of 20.95 million yuan. The main industries involved include manufacturing, information transmission, software and information technology services, wholesale and retail, transportation, real estate, leasing and commercial services, scientific research and technical services, communication and cultural industries. Among the audit clients, there are 4 listed companies in the same industry as the company.
2. Investor protection ability
Beijing Xinghua has purchased occupational insurance, which complies with relevant regulations and covers the civil liability for providing audit services according to law. The liability limit for each accident is 100 million yuan and the annual cumulative compensation limit is 200 million yuan.
3. Integrity record
In the past three years (from 2018 to 2020), Beijing Xinghua has received (received) administrative punishment 4 times and supervision and management measures 8 times for practicing behavior, and has not received (received) criminal punishment and industry self-discipline punishment.
17 employees have been subject to criminal punishment once, administrative punishment 4 times, supervision and management measures 6 times and self-discipline supervision measures 0 times in recent three years.
(II) project member information
1. Basic information
Project partner: Tan Zhe, who became a certified public accountant in 2016, began to audit listed companies in 2011, began to practice in Beijing Xinghua in 2016, and began to provide audit services for the company in 2019; Audit reports of five listed companies have been signed in the past three years.
Signature certified public accountant: Hou Jingyi, who became a certified public accountant in 2019, began to engage in the audit of Listed Companies in 2017, began to practice in Beijing Xinghua in 2021, and has not signed the audit report of Listed Companies in recent three years.
Reviewer of project quality control: Chen Peng, who became a Chinese certified public accountant in 1995, began to audit listed companies in 1997 and began to practice in Beijing Xinghua in 1995. More than 10 listed companies have been reviewed in recent three years.
2. Integrity record
The above-mentioned personnel of Beijing Xinghua have not been subject to criminal punishment, administrative punishment, supervision and management measures, self-discipline supervision measures and disciplinary sanctions for their practice in recent three years.
(III) independence
There are no circumstances that may affect the independence of Beijing Xinghua and the above project partners, signed certified public accountants and project quality control reviewers to be appointed this time.
(IV) audit fees
The audit cost of the company’s financial report in 2021 is 1.1 million yuan, and the audit cost of internal control is 380000 Yuan, which is the same as that in 2020. The current audit fee is based on the time cost spent by Beijing Xinghua employees at all levels in the audit, taking into account the responsibilities of professional services and other factors, and determined through consultation with the accounting firm in accordance with the market fair and reasonable pricing principle.
The above contents have been deliberated and approved at the 22nd Meeting of the 8th board of directors of the company, and are hereby submitted to the general meeting of shareholders for deliberation.
Proposal II on Amending the articles of association and the rules of procedure of the general meeting of shareholders on February 25, 2022
The motion of the
Shareholders and shareholder representatives:
Henan Taloph Pharmaceutical Stock Co.Ltd(600222) (hereinafter referred to as “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 guidelines for the articles of association of listed companies, the rules for the general meeting of shareholders of listed companies (revised in 2022) and other laws, regulations and normative documents, in combination with the operation of the board of directors and the general meeting of shareholders and the actual business development needs of the company, It is proposed to amend some articles of the articles of association and the rules of procedure of the general meeting of shareholders. The specific amendments are as follows:
1、 Amendments to the articles of association:
Original clause revised clause
Article 21 the main sponsor of the company is Zhengzhou Zhongzhong
Sheng Industrial Group Co., Ltd. subscribed 9995524 shares in the form of conversion of net assets into shares;
Other promoters are Henan Zhiyi investment and Development Co., Ltd. Article 21 the main promoters of the company are Zhengzhou Zhongsheng company, Zhengzhou zhulinxian bamboo washing products Co., Ltd. and Industrial Group Co., Ltd. the subscribed shares are 9995.524 Zhengzhou Zhulin refractory material company and Gongyi zhulinxin 10000 shares, and the capital contribution method is the conversion of net assets into shares; The capital contribution was made by China packaging materials factory, with 350000 shares subscribed respectively on August 26, 1998.
350000 shares, 350000 shares
Cash is used in all forms; The contribution date is August 26, 1998
Day.
Article 28 Where the company purchases the shares of the company due to the circumstances specified in items (I) and (II) of Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The of shares of the company shall be decided by the general meeting of shareholders; The company is due to items (III) and (V) of Article 26 of the articles of association, items (III) and (V) of Article 26 of the articles of association
Original clause revised clause
In the case of purchasing shares of the company under the circumstances specified in paragraph and (VI) and in the case of purchasing shares of the company under the circumstances specified in paragraph (VI), the board of directors attended by more than two-thirds of the directors shall adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors. No resolution shall be adopted by the general meeting of shareholders.
Article 43 the general meeting of shareholders is the power of the company
Article 43 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
（15） Review the equity incentive plan
（16） Purchase the plan due to the consideration of equity incentive plan and employee stock ownership (I) and (II) in Article 26 (15) of the articles of Association;
Make resolutions on the shares of the company; （16） Review laws, administrative regulations and departmental rules (17) review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental chapters or the articles of association. Other matters.
Article 44 the following external guarantee banks of the company Article 44 the following external guarantee acts of the company shall be reviewed and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
(I) the amount of a single guarantee exceeds 10% of the audited net assets of the company and its holding subsidiaries in the latest period (I); The total amount of external guarantee exceeds 50% of the company’s latest audited net capital (II) any guarantee provided by the company and its holding subsidiaries; The total guarantee amount exceeds the company’s latest audited net assets (II) the company’s total external guarantee amount exceeds any guarantee provided after the latest 50%; After 30% of the total assets audited in phase I, provide (III) any guarantee with an asset liability ratio of more than 70%;
The guarantee provided by the object; (III) the guarantee amount of the company within one year exceeds 30% of the latest audited total assets of the company within 12 consecutive months according to the guarantee amount; According to the principle of cumulative calculation, 30% of the total assets with an asset liability ratio of more than 70% shall be guaranteed in excess of the latest audited (IV) of the company; The guarantee provided by the guarantee object;
(V) according to the guarantee amount, within 12 consecutive months (V), the single guarantee amount exceeds the latest period of the company and is calculated cumulatively
