Securities code: 002755 securities abbreviation: Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Announcement No.: 2022-020 Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Announcement of the resolution of 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.
1、 Important tips
1. During the convening of this general meeting of shareholders, there was no increase or rejection of proposals, and there was no change in the resolutions adopted at the previous general meeting of shareholders;
2. The general meeting of shareholders is held by combining on-site voting and online voting;
3. In order to protect the interests of small and medium-sized investors and improve the participation of small and medium-sized investors in major matters decided by the general meeting of shareholders of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) (hereinafter referred to as "the company"), the deliberation of this general meeting of shareholders adopts the separate counting of votes by small and medium-sized investors, which refers to except the directors, supervisors Senior managers and shareholders other than those who individually or jointly hold more than 5% of the shares of the company;
4. On January 22, 2022, the company published the information disclosure media designated by the company, such as securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）The notice on convening the first extraordinary general meeting of shareholders of the company in 2022 (Announcement No.: 2022-008) was published on the.
2、 Convening of the general meeting of shareholders
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the board of directors of the company.
3. Legality and compliance of the meeting: the convening and holding of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws and regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:30, February 18, 2022 (Friday)
(2) Online voting time: February 18, 2022
Among them, 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 February 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 18, 2022.
5. Venue: conference room 1, 5th floor, Huifeng Hotel, Jiangning, Nanjing.
6. Moderator of the on-site meeting: Mr. Chen Qingcai, chairman.
7. Equity registration date: Monday, February 14, 2022.
8. Meeting mode: this meeting adopts the combination of on-site voting and online voting.
3、 Attendance at the meeting
General attendance of shareholders:
There were 13 shareholders or entrusted agents attending the on-site meeting of the general meeting of shareholders and shareholders voting through the Internet, representing 756605836 shares with voting rights, accounting for 81.5167% of the total shares of the listed company.
Among them, 6 shareholders or entrusted agents attended the on-site meeting of the general meeting of shareholders, representing 610740850 shares with voting rights, accounting for 65.8012% of the total shares of the company; According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 7 shareholders participated in the online voting of the general meeting of shareholders, representing 145864986 shares with voting rights, accounting for 15.7155% of the total shares of the company. Overall attendance of small and medium-sized investors:
There were 8 small and medium-sized investors or entrusted agents attending the on-site meeting of the general meeting of shareholders and small and medium-sized investors voting through the Internet, representing 3003485 shares with voting rights, accounting for 0.3236% of the total shares of the company.
Among them, there are 2 small and medium-sized investors or entrusted agents attending the on-site meeting, representing 756146 shares with voting rights, accounting for 0.0815% of the total shares of the company; Six small and medium-sized investors participated in online voting, representing 2247339 shares with voting rights, accounting for 0.2421% of the total shares of the company.
The meeting was presided over by Mr. Chen Qingcai, chairman of the company, and the directors, supervisors and senior managers of the company attended or attended the shareholders' meeting as nonvoting delegates. Guohao law firm (Nanjing) appointed lawyers to attend the shareholders' meeting as nonvoting delegates to witness and issue legal opinions.
4、 Deliberation and voting of proposals
The general meeting of shareholders adopted a combination of on-site voting and online voting, and considered and adopted the following proposals:
1. The proposal on the general election of the board of directors and the nomination of members (non independent directors) of the sixth board of directors of the company was deliberated and adopted.
The proposal adopts the cumulative voting system to elect Mr. Chen Qingcai, Ms. Wang Xiaowen, Ms. Zhou suling, Mr. Ma Jingfei, Mr. Xu Youyin and Mr. Chen Xiangfeng as members of the sixth board of directors of the company (non independent directors), with a term of office of three years from the date of deliberation and adoption of this general meeting of shareholders. The specific voting results are as follows:
1.01 elect Mr. Chen Qingcai as a non independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; Among them, the voting situation of small and medium-sized investors attending the meeting was: 2951685 shares were agreed, accounting for 98.2753% of the total voting shares held by small and medium-sized investors attending the meeting.
(2) Voting result: Mr. Chen Qingcai was elected.
1.02 elect Ms. Wang Xiaowen as a non independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; Among them, the voting situation of small and medium-sized investors attending the meeting was: 2951685 shares were agreed, accounting for 98.2753% of the total voting shares held by small and medium-sized investors attending the meeting.
(2) Voting result: Ms. Wang Xiaowen was elected.
1.03 elect Ms. Zhou suling as a non independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; The number of small and medium-sized investors who agreed to vote at the meeting was 2753.98%, of which the number of small and medium-sized investors who agreed to vote was 2998%.
(2) Voting result: Ms. Zhou suling was elected.
1.04 elect Mr. Ma Jingfei as a non independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; Among them, the voting situation of small and medium-sized investors attending the meeting was: 2951685 shares were agreed, accounting for 98.2753% of the total voting shares held by small and medium-sized investors attending the meeting.
(2) Voting result: Mr. Ma Jingfei was elected.
1.05 elect Mr. Xu Youyin as a non independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; The number of small and medium-sized investors who agreed to vote at the meeting was 2753.98%, of which the number of small and medium-sized investors who agreed to vote was 2998%.
(2) Voting result: Mr. Xu Youyin was elected.
1.06 elect Mr. Chen Xiangfeng as a non independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; The number of small and medium-sized investors who agreed to vote at the meeting was 2753.98%, of which the number of small and medium-sized investors who agreed to vote was 2998%.
(2) Voting result: Mr. Chen Xiangfeng was elected.
2. The proposal on general election of the board of directors and nomination of members (independent directors) of the sixth board of directors of the company was deliberated and adopted.
This proposal adopts the cumulative voting system to elect Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen as members of the sixth board of directors (independent directors) of the company, with a term of office of three years from the date of deliberation and adoption of this general meeting of shareholders. The qualification and independence of independent director candidates have been filed with Shenzhen Stock Exchange and have no objection. The specific voting results are as follows:
2.01 elect Mr. Wu Xiaoming as an independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; The number of small and medium-sized investors who agreed to vote at the meeting was 2753.98%, of which the number of small and medium-sized investors who agreed to vote was 2998%.
(2) Voting result: Mr. Wu Xiaoming was elected.
2.02 elect Mr. Li Di as an independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; The number of small and medium-sized investors who agreed to vote at the meeting was 2753.98%, of which the number of small and medium-sized investors who agreed to vote was 2998%.
(2) Voting result: Mr. Li Di was elected.
2.03 elect Mr. Liu Jianwen as an independent director of the sixth board of directors of the company
(1) Voting: 756554036 shares were approved, accounting for 99.9932% of the total voting shares held by shareholders attending the meeting; The number of small and medium-sized investors who agreed to vote at the meeting was 2753.98%, of which the number of small and medium-sized investors who agreed to vote was 2998%.
(2) Voting result: Mr. Liu Jianwen was elected.
3. The proposal on the election of the board of supervisors and the nomination of non employee representative supervisors of the sixth board of supervisors of the company was deliberated and adopted
This proposal elects Mr. Chen Jing as the non employee representative supervisor of the sixth board of supervisors of the company, and forms the sixth board of supervisors of the company together with two employee representative supervisors elected by the employee congress, Ms. Xue Hongfang and Ms. Zhao Yanrong (for details, see the company's disclosure in securities times, Securities Daily and cninfo on February 17, 2022)（ http://www.cn.info.com.cn. ）The term of office of the announcement on the election of employee representative supervisors of the sixth board of supervisors (Announcement No.: 2022-018) is three years from the date of deliberation and adoption of this general meeting of shareholders. The specific voting results are as follows:
(1) Voting: 756555136 shares were approved, accounting for 99.9933% of the total number of valid voting shares held by all shareholders (on-site and online) attending the meeting; Oppose 50700 shares, accounting for 0.0067% of the total number of effective voting shares held by all shareholders (on-site and online) attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares held by all shareholders (on-site and online) attending the meeting.
Among them, the voting of small and medium-sized investors is: 2952785 shares are agreed, accounting for 98.3120% of the shares held by small and medium-sized investors attending the meeting (on-site and online); Oppose 50700 shares, accounting for 1.6880% of the shares held by small and medium-sized investors attending the meeting (on-site and online); Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.000% of the shares held by small and medium-sized investors attending the meeting (on-site and online).
(2) Voting result: Mr. Chen Jing was elected.
The above proposals 1-3 belong to ordinary voting matters and have been adopted by more than half of the effective voting shares held by shareholders or entrusted agents (on-site and online) attending the general meeting of shareholders.
According to the statistical results of the meeting, the proposals submitted to the shareholders' meeting for deliberation are passed by the number of voting votes in accordance with the company law of the people's Republic of China and other relevant laws and regulations, the rules for the shareholders' meeting of listed companies and the articles of association.
5、 Legal opinions issued by lawyers
The shareholders' meeting was witnessed by a lawyer appointed by Guohao law firm (Nanjing) and issued the legal opinion on the first extraordinary shareholders' meeting in Beijing Aosaikang Pharmaceutical Co.Ltd(002755) 2022. According to the legal opinion, 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 and other relevant laws and regulations, the rules for the general meeting of shareholders of listed companies and the articles of association, the qualifications of the participants and the conveners of the general meeting of shareholders are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid.
6、 Documents for future reference
1. Beijing Aosaikang Pharmaceutical Co.Ltd(002755) resolution of the first extraordinary general meeting of shareholders in 2022;
2. Legal opinion on the first extraordinary general meeting of shareholders in Beijing Aosaikang Pharmaceutical Co.Ltd(002755) 2022 issued by Guohao law firm.
It is hereby announced.
Beijing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd
