Securities code: 688266 securities abbreviation: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) Announcement No.: 2022-011 Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
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 the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law. Important content tips: whether there is a proposal rejected at this meeting: none. Convening and attendance of the meeting
(I) time of the general meeting of shareholders: February 15, 2022
(II) place of the general meeting of shareholders: large meeting room on the second floor of Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) No. 262 CHENFENG Road, Yushan Town, Kunshan City, Jiangsu Province (III) ordinary shareholders, shareholders with special voting rights, preferred shareholders who have restored their voting rights and the number of voting rights they hold:
1. Number of shareholders and proxies attending the meeting 83
Number of ordinary shareholders 83
2. The number of voting rights held by shareholders attending the meeting is 113940687
Number of voting rights held by ordinary shareholders 113940687
3. The ratio of the number of voting rights held by shareholders attending the meeting to the number of voting rights of the company
Cases (%) 47.4753
Proportion of the number of voting rights held by ordinary shareholders in the number of voting rights of the company (%) 47.4753
(IV) whether the voting method complies with the provisions of the company law and the articles of association, the chairmanship of the general meeting, etc.
The meeting adopts a combination of on-site voting and online voting, and the voting procedures comply with the provisions of the company law of the people’s Republic of China and the Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) articles of association. The meeting was convened by the board of directors of the company and presided over by Mr. Zelin Sheng, chairman of the board. (V) attendance of directors, supervisors and Secretary of the board of directors of the company
1. 9 directors in office and 9 present;
2. There are 3 supervisors in office and 3 present;
3. Gao Qingping, deputy general manager and Secretary of the board of directors, attended the meeting on site; Other senior managers and witness lawyers attended the meeting. 2、 Deliberation of the proposal (I) non cumulative voting proposal 1. Title of the proposal: proposal on the acquisition of some shares of gensun, a holding subsidiary and related party transactions. Deliberation results: passed
Voting:
Agree against abstention
Proportion of votes of shareholders (%) (%)
Common stock 29053635 98.0901 565692 1.9099 0.0000
2. Proposal Name: proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the acquisition of some shares of gensun, a holding subsidiary
Outcome: adopted
Voting:
Agree against abstention
Type of shareholder: proportion of votes proportion of votes (%) (%) (%)
Common stock 29040690 98.0464 578637 1.9536 0.0000
(II) if major matters are involved, the voting situation of less than 5% shareholders shall be explained
Name of the proposal: agree against abstention
No. of votes proportion of votes proportion of votes (%) (%)
1 about the acquisition of holding 19,02 97.1120 565,6 2.8880.0000 subsidiaries 1875 92
Gensun section
Shares and related party transactions
Yi’s motion
2 about submitting to the general meeting of shareholders 19,00 97.0459 578,6 2.9541 0.0000 authorizing directors 8930 37
Association and its authorized person
The clerk has full authority to handle the receipt
Purchase and holding subsidiaries
Gensun section
Share related matters
Motion
(III) explanation on the voting of proposals
1. The proposals considered at this shareholders’ meeting are ordinary resolutions, which have been adopted by more than half of the total number of effective voting shares held by shareholders or shareholders’ agents attending this meeting, and the votes of small and medium-sized investors have been counted separately.
2. In the first and second proposals of the general meeting of shareholders, the affiliated shareholders Zelin Sheng, Lu Huiping, Ningbo zeao equity investment management partnership (limited partnership), Ningbo Jingchen investment partnership (limited partnership) and Kunshan Jingao pharmaceutical technology partnership (limited partnership) avoided voting, with a total of 84321360 shares. 3、 Witness to the shareholders’ meeting of Shanghai JUNHE law firm: 1
Lawyer: Xu Shengao, Geng Qixing 2. Lawyer’s Witness conclusion:
The convening and convening procedures of the general meeting of shareholders of the company comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, regulations, normative documents and the articles of Association; The qualifications of the persons attending the shareholders’ meeting and the convener are legal and valid; Legal procedures and voting results of the general meeting of shareholders.
It is hereby announced.
Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) board of directors February 16, 2022
