Stock Code: 000999 stock abbreviation: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) No.: 2022-017 China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Announcement on the supplementary notice on convening the second 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.
The board of directors of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as “the company”) issued the notice on convening the second extraordinary general meeting of shareholders in 2022 (2022-010) on February 16, 2022. The second extraordinary general meeting of shareholders in 2022 is scheduled to be held on Thursday, March 3, 2022 to consider relevant proposals such as restricted stock incentive plan.
On February 20, 2022, the board of directors of the company received the letter on putting forward interim proposals to the second extraordinary general meeting of shareholders in China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2022 from the controlling shareholder China Resources Pharmaceutical Holdings Co., Ltd. (hereinafter referred to as “China Resources Pharmaceutical Holdings”). China Resources Pharmaceutical Holdings nominated Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang as candidates for directors of the eighth board of directors of the company. For details, please refer to China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) announcement on adding temporary proposals to the second extraordinary general meeting of shareholders in 2022 (2022-016) disclosed by the company in China Securities Journal, securities times and cninfo.com on February 22, 2022. On February 21, 2022, the fourth meeting of the board of directors of the company in 2022 deliberated and adopted the proposal on the nomination of director candidates of the eighth board of directors of the company by the interim proposal of the controlling shareholder. The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company, meeting the requirements of relevant laws and regulations. Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang will be elected at the second extraordinary general meeting of shareholders in 2022 as candidates for directors of the eighth board of directors. The shareholders’ meeting will adopt the cumulative voting system for the election of directors. For details, please refer to the announcement on the resolution of the fourth board meeting in China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2022 (2022-018) disclosed by the company in China Securities Journal, securities times and cninfo.com on February 22, 2022.
In addition to the above temporary proposal, there are no changes in other matters in the notice on convening the second extraordinary general meeting of shareholders in 2022. The board of directors of the company will now convene the second extraordinary general meeting of shareholders in 2022. The supplementary notice is disclosed as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) the 8th board of directors
3. The convening of this shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The shareholders’ meeting was decided to be held at the third meeting of the eighth board of directors in 2022.
4. Date and time of the meeting:
On site meeting: 14:30 PM, March 3, 2022
Online voting time: March 3, 2022. Among them, the voting time through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 3, 2022; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on March 3, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. The company will use the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time. Shareholders of the company can only choose one of on-site voting (proxy voting can be entrusted) or online voting. If the same shareholder votes repeatedly through on-site voting and online voting system, the first voting result shall prevail. 6. Equity registration date of the meeting: February 25, 2022
7. Attendees:
(1) At the closing of the market on the afternoon of February 25, 2022, all 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 shareholder agent does not have to be a shareholder of the company;
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of the on-site meeting: conference room of the comprehensive office center of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) Pharmaceutical Industrial Park, No. 1, Guanqing Road, Guanlan high tech park, Guanhu street, Longhua new area, Shenzhen.
2、 Matters considered at the meeting
Table 1: example of proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 about the company’s 2021 restricted stock incentive plan (draft revision √)
Draft) and its summary
2.00 examination on the implementation of the company’s restricted stock incentive plan in 2021 √
Proposal on nuclear management measures
3.00 about requesting the general meeting of shareholders of the company to authorize the board of directors to handle 2021 √
Proposal on matters related to the annual restricted stock incentive plan
Cumulative vote proposal 4 is an equal vote
4.00 on the adoption of cumulative voting system to elect the number of non candidates for the eighth board of directors of the company (3)
Proposal of independent directors
4.01 elect Mr. Bai Xiaosong as a non independent director of the eighth board of directors of the company √
matter
4.02 elect Mr. Cui xingpin as a non independent director of the eighth board of directors of the company √
matter
4.03 elect Mr. Zhao Bingxiang as a non independent director of the eighth board of directors of the company √
matter
The above proposals were deliberated and adopted at the 12th meeting of the board of directors in 2021, the 3rd meeting in 2022, the 4th meeting in 2022, the 9th meeting in 2021 and the 2nd meeting in 2022.
See details of the proposal on cninfo.com on December 2, 2021, February 16, 2022 and February 22, 2022（ http://www.cn.info.com.cn. ）And the announcement published in China Securities Journal and securities times.
Among the above proposals, proposals 1 to 3 must be adopted by a special resolution of the general meeting of shareholders, and the related shareholders need to avoid voting. Proposal 4 is the election of non independent directors on the board of directors of the company. Three non independent directors should be elected this time, and the cumulative voting system should be adopted to vote item by item. For cumulative voting proposals, the number of voting votes held by shareholders is the number of voting shares they hold multiplied by the number of candidates under each proposal group. Shareholders may distribute the number of electoral votes they have to the number of candidates to be elected (they may cast zero votes), but the total number shall not exceed the number of electoral votes they have.
For all the above proposals, the votes of small and medium-sized investors will be counted separately, and the company will make public disclosure according to the vote counting results.
3、 On site meeting registration
1. Registration method: all shareholders attending the on-site meeting shall go through the registration procedures at the company with their own ID card and shareholder account card; The agent entrusted and authorized by the shareholder shall go through the registration procedures at the company with the client’s shareholder account card, power of attorney, and the ID card of the client and the entrusted person; The agent of the legal person shareholder shall go through the registration procedures at the company with the power of attorney of the legal person stamped with the official seal, the copy of the business license of the legal person, the securities account card of the legal person and the ID card of the attendee. Shareholders can register by letter or fax (the “power of attorney of shareholders” is attached).
2. Registration time: 9:00-16:30, February 28-March 2, 2022
3. Registration location: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) room 1006, comprehensive office center, pharmaceutical industrial park.
4. Precautions: shareholders and shareholders’ agents attending the on-site meeting shall bring the original of relevant certificates to the scene.
5. Contact information of the meeting: Tel.: 0755-83360999, transferred to securities and legal affairs department; Fax: 0755-83360999-396006; Post code: 518110.
6. Meeting expenses: participants shall bear their own transportation and accommodation expenses.
4、 Specific operation process of participating in online voting
This general meeting of shareholders adopts the combination of on-site voting and online voting. Shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
5、 Documents for future reference
1. China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) resolution of the 12th meeting of the board of directors in 2021
2. China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) resolution of the third meeting of the board of directors in 2022
3. China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) resolution of the fourth meeting of the board of directors in 2022
4. China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) resolution of the ninth meeting of the board of supervisors in 2021
5. China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) resolution of the second meeting of the board of supervisors in 2022
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) board of directors
February 21, 2002
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 360999; Voting abbreviation: 39 voting
2. Fill in the number of voting opinions or election votes:
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of a listed company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
Table: list of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
An example of the number of election votes held by shareholders under each proposal group is as follows:
(1) Election of non independent directors (proposal 4, equal election, 3 candidates)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × 3. Shareholders can distribute the number of election votes among the three candidates for non independent directors arbitrarily, but the total number of votes shall not exceed the number of election votes they have. 3. 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 hours on March 3, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00 –
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 starts voting at 9:15 a.m. on March 3, 2022 (the day of the on-site shareholders’ meeting), and ends at 3:00 p.m. on March 3, 2022 (the day of the on-site shareholders’ meeting).
2. Shareholders shall vote online through the Internet voting system in accordance with the Shenzhen Securities Exchange
