Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Notice on convening 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.
According to the resolution of the 16th meeting of the seventh board of directors of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”), the company decided to hold the first extraordinary general meeting of shareholders in 2022 on March 1, 2022. The relevant matters are hereby notified as follows:
1、 Basic information of the meeting
(I) convener: the general meeting of shareholders is convened by the board of directors of the company. The convening of this general meeting of shareholders has been deliberated and approved at the 16th meeting of the seventh board of directors of the company.
(II) legality and compliance of the meeting: the convening of this general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the articles of association.
(III) date and time of the meeting:
1. On site meeting time: from 2:45 pm on March 1, 2022
2. Online voting time:
(1) The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on March 1, 2022;
(2) The specific time of voting through the Internet voting system is 9:15 ~ 15:00 on March 1, 2022. (IV) meeting mode: the combination of on-site voting and online voting
(V) equity registration date of the meeting: February 22, 2022
(VI) attendees:
1. At the closing of the market on the afternoon of February 22, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be a shareholder of the company;
2. Directors, supervisors and senior managers of the company;
3. Lawyers and other relevant personnel.
(VII) Venue: conference room of Information Industry Park Company, Xihu Industrial Zone, Shilong Town, Dongguan City, Guangdong Province
2、 Matters considered at the meeting
1. Deliberating the proposal on and its summary;
2. Review the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022;
3. Review the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive;
4. Review the proposal on and its summary;
5. Review the proposal on the measures for the administration of employee stock ownership plans in 2022;
6. Deliberated the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022.
The above proposal has been deliberated and adopted at the 16th meeting of the seventh board of directors, and the independent directors of the company have expressed independent opinions. For details, please refer to the information disclosure media securities times and cninfo (www.cn. Info. Com. CN.) on February 12, 2022 Relevant announcements of disclosure.
The related shareholders of the above proposals shall abstain from voting. Among them, proposal 1, proposal 2 and proposal 3 shall be adopted by more than two-thirds of the voting rights held by non affiliated shareholders attending the meeting; Proposal 4, proposal 5 and proposal 6 shall be adopted by more than half of the voting rights held by non affiliated shareholders attending the meeting.
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, if the shareholders’ meeting of a listed company deliberates the equity incentive plan, the independent directors of the listed company shall solicit voting rights from all shareholders. Mr. Wu Qinggong, an independent director of the company, accepted the entrustment of other independent directors of the company as the collector and has issued a report on soliciting entrusted voting rights to solicit voting rights from all shareholders of the company. For details, see the report on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors’ public solicitation of entrusted voting rights published in the securities times and cninfo on February 12, 2022.
According to the requirements of the rules for the general meeting of shareholders of listed companies, the votes of the above proposals shall be counted separately for the votes of small and medium-sized investors.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
Non cumulative investment
Vote proposal
1.00 < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive √
Proposal on plan (Draft) > and its summary
2.00 < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) restricted stock incentive in 2022 √
Proposal on the implementation of assessment management measures
3.00 √ on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
Proposal
4.00 on the employee stock ownership plan in 2022 √
(Draft) > and its summary
5.00 on the management of employee stock ownership plan in 2022 √
Proposal on management measures
6.00 proposal for the general meeting of shareholders to authorize the board of directors to fully handle the employee stock ownership in 2022 √
Proposal on matters related to the plan
4、 Meeting registration method
(I) registration time: 9:00-11:30 a.m. and 2:00-4:00 p.m. on February 23, 2022; (II) place of registration: Securities Department of Information Industry Park Company, Xihu Industrial Zone, Shilong Town, Dongguan City, Guangdong Province
(III) registration method:
1. Natural person shareholders shall go through the registration formalities on the strength of their ID card, securities account card and shareholding certificate;
2. The entrusted agent shall go through the registration formalities on the strength of the client’s ID card, personal ID card, power of attorney (original), the client’s securities account card and shareholding certificate;
3. The legal person shareholder shall go through the registration formalities with the copy of the business license of the unit (with official seal), the certificate of shareholding of the unit, the power of attorney of the legal person (original) and the ID card of the attendee;
4. Non local shareholders can register by letter or fax with the above relevant certificates (must be delivered or faxed to the company before 4:00 p.m. on February 23, 2022), and do not accept telephone registration.
(IV) meeting contact information
Contact: Li Tao, Chen Zimin
Tel: 0769-86188130
Fax: 0769-86188082
mail box: [email protected].
Postal Code: 523325
(V) other matters
1. Shareholders and their agents attending the meeting shall produce the documents listed in the registration procedures;
2. The board, lodging and transportation expenses of the shareholders and their agents attending the meeting shall be borne by themselves.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting. 6、 Documents for future reference
(I) resolutions of the 16th meeting of the 7th board of directors of the company.
It is hereby notified.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of directors February 11, 2002
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362317
2. Voting abbreviation: sentient beings voting
3. Fill in the voting opinions.
The proposal of this shareholders’ meeting is a non cumulative voting proposal, and the voting opinions shall be filled in: agree, disagree and abstain
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on March 1, 2022, i.e. 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system will start voting from 9:15 to 15:00 on March 1, 2022.
2. Shareholders who vote online through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ network services of Shenzhen Stock Exchange, and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Power of attorney
I hereby delegate to you (Mr. / Mrs.) (ID number:).
Attend the first extraordinary general meeting of shareholders in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 on behalf of the company / myself, and
Exercise the voting right on behalf of the company / myself on the proposal of the general meeting of shareholders in accordance with the following instructions.
Remarks voting opinions
Proposal title
The column ticked in this column can vote for the item of “agree against abstention”
100 total proposal √
Non cumulative voting proposal
1.00 “about < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restrictive √"
Stock incentive plan (Draft) > proposal on its summary
2.00 “about < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restrictive √"
Proposal on the management measures for the implementation and assessment of stock incentive plan
3.00 proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive √
Proposal on matters
4.00 < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) employees holding √ in 2022
Proposal on share plan (Draft) > and its summary
5.00 < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) employees holding √ in 2022
Proposal on measures for the administration of share plans
6.00 proposal for the general meeting of shareholders to authorize the board of directors to fully handle the 2022 membership √
Proposal on matters related to employee stock ownership plan
Name of the client (signature / seal): number of shares held by the client:
Client ID number / business registration number: client shareholder account:
Signature of the trustee: the ID number of the trustee:
Date: mm / DD / yy
Validity period of the power of attorney: from the date of signing this power of attorney to the end of this shareholders’ meeting. note appended:
1. If you want to vote for the proposal, please fill in “√” in the corresponding place in the “agree” column; If you want to vote against the proposal, please put it in the “against” column
