Securities code: 688202 securities abbreviation: Shanghai Medicilon Inc(688202) Shanghai Medicilon Inc(688202)
Materials of the first extraordinary general meeting of shareholders in 2022 February 2002
Shanghai Medicilon Inc(688202)
List of materials for the first extraordinary general meeting of shareholders in 2022
Notes to the first extraordinary general meeting of shareholders in 2022 Agenda of the first extraordinary general meeting of shareholders in 2002 5 proposal 1: proposal on the company meeting the conditions for issuing A-Shares to specific objects eight
Proposal 2: proposal on the company’s plan to issue A-Shares to specific objects in 2022 Proposal 3: proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects in 2022 thirteen
Proposal 4: proposal on the company’s plan to issue A-Shares to specific objects in 2022 14 proposal 5: proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2022 Proposal 6: proposal on the special report on the use of the company’s previously raised funds Proposal 7: proposal on the company’s issuance of A-Shares to specific objects, diluted immediate return and filling measures and commitments of relevant subjects Proposal 8: proposal on the company’s dividend return planning for shareholders in the next three years (2022-2024) Proposal 9: proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle the specific matters of issuing A-Shares to specific objects nineteen
Shanghai Medicilon Inc(688202)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders and ensure the smooth progress of the general meeting, Shanghai Medicilon Inc(688202) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These instructions are formulated in accordance with the requirements of the rules of procedure of the Shanghai Medicilon Inc(688202) general meeting of shareholders (hereinafter referred to as the “rules of procedure of the general meeting of shareholders”) and the articles of association of Shanghai Medicilon Inc(688202) (hereinafter referred to as the “articles of association”) and the relevant provisions of the CSRC and Shanghai Stock Exchange.
1、 In order to confirm the attendance qualification of the shareholders or their agents or other attendees attending the meeting, the meeting staff will check the identity of the attendees and ask the checked ones to cooperate.
Shareholders and shareholders’ agents attending the meeting must go through the sign in procedures at the meeting site 30 minutes before the meeting, and please show the securities account card, identity document or legal entity certificate, power of attorney, etc. according to the regulations. They can attend the meeting only after receiving the meeting materials after verification.
Upon the review of the company, shareholders, shareholders’ agents and other attendees who meet the conditions to attend the meeting can enter the venue, and the company has the right to refuse unqualified personnel to enter the venue.
2、 In order to ensure the seriousness and normal order of the general meeting and effectively safeguard the legitimate rights and interests of shareholders (or shareholders’ agents), shareholders attending the general meeting or their agents or other attendees are required to arrive at the venue on time to sign in and confirm their qualifications. After the commencement of the meeting, the registration of the meeting shall be terminated, and the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the number of voting rights held.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their proxies attend the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law. Shareholders and their agents attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
5、 Shareholders and their agents who request to speak at the on-site meeting of the general meeting of shareholders shall register with the meeting affairs group of the general meeting one day before the general meeting of shareholders. The moderator of the conference shall arrange the speeches according to the list and order provided by the conference affairs group.
Shareholders and shareholders’ agents who ask questions on site should raise their hands and follow the arrangement of the chairman of the meeting. They can ask questions only with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent ask questions at the same time, those who raise their hands first ask questions first; When the order cannot be determined, the host shall designate the questioner.
During the meeting, only shareholders and their agents are allowed to speak or ask questions. The name of shareholders and the total number of shares held shall be stated when speaking. Speeches or questions should be focused on the topics of this meeting, concise and concise, and the time should not exceed 5 minutes. Each shareholder and shareholder’s agent shall speak or ask questions no more than 2 times.
6、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
7、 The moderator may arrange directors, supervisors and senior managers of the company to answer questions raised by shareholders. The moderator or relevant personnel designated by him or her have the right to refuse to answer questions that may disclose the company’s trade secrets and / or insider information and damage the common interests of the company and shareholders.
8、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders attending the meeting must sign their names on the votes. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters’ waiver of voting rights, and the voting results of their shares shall be counted as “waiver”.
9、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and the announcement of the resolution of the general meeting of shareholders is issued in combination with the voting results of on-site voting and online voting.
10、 In order to ensure the seriousness and normal order of the shareholders’ meeting and effectively safeguard the legitimate rights and interests of the shareholders and their agents attending the meeting, the company has the right to refuse other people to enter the meeting place in accordance with the law, except the shareholders and their agents attending the meeting, the company’s directors, supervisors, senior managers, employed lawyers and those invited by the board of directors.
11、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
12、 Shareholders and their agents who are late for the meeting will not be able to attend the meeting. In order to ensure the rights and interests of each shareholder participating in the meeting, the participants should pay attention to maintaining the order of the meeting place during the meeting, do not walk around at will, adjust the mobile phone to the silent state, and refuse personal recording, video recording and photographing during the meeting. Participants should leave the venue after the meeting without special reasons. The staff of the meeting have the right to stop the acts of interfering with the normal procedures of the meeting, making trouble or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.
13、 The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves.
The company does not issue gifts to shareholders attending the general meeting of shareholders, nor is it responsible for arranging the accommodation of shareholders attending the general meeting of shareholders, and treats all shareholders on the principle of equality.
14、 For the details of the registration method and voting method of this general meeting of shareholders, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007) disclosed by the company on the website of Shanghai Stock Exchange on February 11, 2022.
Fifteen, special note: New Coronavirus infection pneumonia prevention and control period, encourage shareholders to participate in the voting through the network, really need to participate in the on-site meeting of shareholders and shareholders agents, please be sure to ensure that I have normal body temperature, no respiratory discomfort and other symptoms, participants should wear protective devices such as masks, to take effective protective measures. And cooperate with the requirements of the venue to register and accept body temperature detection and other related epidemic prevention work. Only those with normal body temperature can participate in the meeting. Please cooperate.
Shanghai Medicilon Inc(688202)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
（1） On site meeting time: 14:00, Monday, February 28, 2022
（2） Venue: conference room Shanghai Medicilon Inc(688202) No. 585, Chuanda Road, Pudong New Area, Shanghai
（3） System, start and end date and voting time of online voting
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 28, 2022 to February 28, 2022
The online voting system of Shanghai Stock Exchange is adopted, and the voting time through the trading system voting platform is the trading time period of February 28, 2022 on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on February 28, 2022.
（4） Convener: Shanghai Medicilon Inc(688202) board of directors
（5） Moderator: Mr. Chen Jinzhang, chairman
2、 Agenda of the meeting
（1） Participants sign in, receive meeting materials, and shareholders register their speeches
（2） The host announces the commencement of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held by them
（3） The moderator read out the notice of the meeting
（4） Elect vote counting and scrutinizing members
（5） Deliberating various proposals one by one
Type of voting shareholder
No. proposal name
A-share shareholders
Non cumulative voting motion
1. Article on the company’s compliance with issuing A-Shares to specific objects √
Proposal of the
2.00 about the company issuing A-Shares to specific objects in 2022 √
Proposal on stock scheme
2.01 type and par value of shares issued this time √
2.02 issuing method and time √
2.03 issuing object and subscription method √
2.04 pricing base date, issue price and pricing principle √
2.05 issue quantity √
Arrangement of sales restriction √ 2.06
2.07 total amount and purpose of raised funds √
2.08 place of listing √
2.09 arrangement of accumulated undistributed profits before this issuance √
2.10 validity period of this issuance resolution √
3. About the company issuing A-Shares to specific objects in 2022 √
Proposal on demonstration and analysis report of stock scheme
4 “about the company issuing A-Shares to specific objects in 2022 √
Proposal on stock plan
5 √ about the company issuing A-Shares to specific objects in 2022
Proposal on feasibility analysis report on the use of raised funds
6 special report on the use of the company’s previously raised funds √
Proposal for
7. On the dilution of A-Shares issued by the company to specific objects, i.e. √
Proposal on return and filling measures and commitments of relevant subjects in the current period
8. About the company’s shares in the next three years (2022-2024) √
Proposal on dividend return planning in East China
9. Proposal for the general meeting of shareholders to authorize the board of directors and its authorizer √
Shi has full authority to handle the issuance of A-Shares to specific objects
Proposal on corporate matters
（6） The shareholders and their proxies made speeches and asked questions on the proposals deliberated at the general meeting
（7） Shareholders and their proxies present at the meeting voted on various proposals
（8） Adjourn the meeting and count the voting results
（9） Upon resumption of the meeting, the moderator announced the voting results
（10） The chairman read out the resolution of the general meeting of shareholders
（11） The witness lawyer read out the legal opinion
（12） Signing meeting documents
（13） The moderator declared the meeting closed
Proposal 1: on the proposal that the company meets the conditions for issuing A-Shares to specific objects, shareholders and shareholders’ agents:
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the board of directors and the board of supervisors of the company conducted a self-examination on the actual operation and related matters of the company in accordance with the qualifications and conditions for the listed company to issue A-Shares to specific objects, It is considered that the company complies with the relevant provisions of current laws and regulations and normative documents on issuing A-Shares to specific objects and has the ability to issue A-Shares to specific objects
