Announcement on the resolution of the first extraordinary general meeting of shareholders of Joincare Pharmaceutical Group Industry Co.Ltd(600380) Pharmaceutical Group in 2022
Securities code: 600380 securities abbreviation: Joincare Pharmaceutical Group Industry Co.Ltd(600380) Announcement No.: 2022-014
Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● whether there is a veto proposal at this meeting: None
1、 Convening and attendance of the meeting
1. Time of shareholders’ meeting: February 11, 2022
2. Venue of the general meeting of shareholders: conference room 2, pharmaceutical group building, No. 17, Langshan Road, North District, high tech Zone, Nanshan District, Shenzhen
3. Ordinary shareholders present at the meeting and preferred shareholders whose voting rights have been restored and their shares held:
(1) Number of shareholders and proxies attending the meeting 97
(2) Total number of voting shares held by shareholders attending the meeting (shares) 1004933406
(3) Proportion of voting shares held by shareholders attending the meeting in the total voting shares of the company (%) 52.6106
4. Whether the voting method complies with the provisions of the company law and the articles of association, and the chairmanship of the general meeting. The meeting was convened by the board of directors of the company and presided over by Mr. Zhu Baoguo, chairman of the board. The meeting was voted by the combination of on-site voting and online voting. The convening, convening and voting methods of the meeting met the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. The resolutions of the meeting were valid.
5. Attendance of directors, supervisors and Secretary of the board of directors of the company
(1) The meeting was held in the form of on-site and video conference, and some directors attended the meeting by video. There were 9 incumbent directors of the company and 8 people attended, including Mr. Yu Xiong, director and President, Mr. Qiu Qingfeng, director and vice president and financial director; Chairman Zhu Baoguo, director and vice president Lin Nanqi, independent directors Cui Liguo, Ms. Huo Jing, Mr. Qin Yezhi and Ms. Peng Juan attended by video; Ms. Liu Guangxia, vice chairman, failed to attend due to work reasons;
(2) There were 3 supervisors in office and 3 attended the meeting, including Mr. Yu Xiaoyun, the supervisor, and Peng Xiaoyun, the supervisor
Announcement on the resolution of the first extraordinary general meeting of shareholders of Joincare Pharmaceutical Group Industry Co.Ltd(600380) Pharmaceutical Group in 2022
Ms. Jinhua and Mr. Xie Youguo attended by video;
(3) Mr. Zhao Fengguang, vice president and Secretary of the board of directors, attended the meeting.
2、 Deliberation of proposals
Non cumulative voting motion
1. Proposal Name: proposal on changing some investment projects with raised funds
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 1004819488 99.9886 109318 0.0108 4600 0.0006
2. Proposal Name: proposal on amending some articles of the articles of Association
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 958567567 95.3861 46361239 4.6133 4600 0.0006
3. Proposal Name: proposal on Amending Some Provisions of the rules of procedure of the board of directors
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 958567567 95.3861 46361239 4.6133 4600 0.0006
4. Proposal Name: proposal on Amending Some Provisions of the rules of procedure of the board of supervisors
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 1004908288 99.9975 20518 0.0020 4600 0.0005
5. Proposal Name: proposal on Amending Some Provisions of the rules of procedure of the general meeting of shareholders
Outcome: adopted
Voting:
Announcement on the resolution of the first extraordinary general meeting of shareholders of Joincare Pharmaceutical Group Industry Co.Ltd(600380) Pharmaceutical Group in 2022
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 1004908288 99.9975 20518 0.0020 4600 0.0005
6. Proposal Name: proposal on Amending Some Provisions of the working system of independent directors
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 958567567 95.3861 46361239 4.6133 4600 0.0006
7. Proposal Name: proposal on Amending Some Provisions of the related party transaction management system
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 958567567 95.3861 46361239 4.6133 4600 0.0006
8. Proposal Name: proposal on Amending Some Provisions of the raised funds management system
Outcome: adopted
Voting:
Types of shareholders agree against waiver
Proportion of votes (%)
A shares 958478767 95.3773 46361239 4.6133 93400 0.0094
3、 Voting of less than 5% of shareholders involved in major issues
The motion agrees to oppose abstention
No. proposal name number of votes proportion of votes proportion of votes (%) (%)
1 proposal on changing part of the raised funds to invest in 109165835 99.8957 109318 0.1000 4600 0.0043 project
2 proposal on Amending articles of association 62913914 57.5714 46361239 42.4243 4600 0.0043
3 proposal on Amending Some Provisions of the rules of procedure of the board of directors 62913914 57.5714 46361239 42.4243 4600.0043
4 proposal on Amending Some Provisions of the rules of procedure of the board of supervisors 109254635 99.9770 20518 0.0187 4600 0.0043
5 proposal on Amending Some Provisions of the rules of procedure of the general meeting of shareholders 109254635 99.9770 20518 0.0187 4600 0.0043
Announcement on the resolution of the first extraordinary general meeting of shareholders of Joincare Pharmaceutical Group Industry Co.Ltd(600380) Pharmaceutical Group in 2022
4、 Explanation on the voting of proposals
The above proposals 2-5 are special voting matters, which need to be passed by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders. At the same time, the above proposals 1-5 need to be counted by small and medium-sized investors separately.
5、 Lawyer witness
1. The law firm witnessed by this shareholders’ meeting: Beijing Deheng (Shenzhen) law firm
Lawyers: Huang Fu Tianzhi, Huang Lina
2. Lawyer’s Witness conclusion:
The convening and convening procedures of the company’s meeting, the main qualifications of the personnel attending the meeting and the convener of the meeting, the voting procedures and voting results of the meeting comply with the relevant provisions of the company law, the securities law, the rules of the general meeting of shareholders and other laws, administrative regulations, normative documents and the articles of association, The resolutions adopted at this meeting are legal and valid.
6、 Directory of documents for future reference
1. Joincare Pharmaceutical Group Industry Co.Ltd(600380) resolution of the first extraordinary general meeting of shareholders in 2022;
2. Legal opinion of Beijing Deheng (Shenzhen) law firm on the first extraordinary general meeting of shareholders in Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2022;
3. Legal opinion of Beijing Deheng (Shenzhen) law firm on the amendment of the Joincare Pharmaceutical Group Industry Co.Ltd(600380) articles of association.
It is hereby announced.
Joincare Pharmaceutical Group Industry Co.Ltd(600380) February 12, 2022
