Securities code: 688068 securities abbreviation: Beijing Hotgen Biotech Co.Ltd(688068) Beijing Hotgen Biotech Co.Ltd(688068)
Materials of the first extraordinary general meeting of shareholders in 2022
March 2022
The first extraordinary general meeting of shareholders in 2022
catalogue
catalogue Notes to the first extraordinary general meeting of shareholders in 2012 Agenda of the first extraordinary general meeting of shareholders in 2002 4 motion 1: 6 proposal on the establishment of holding subsidiaries and related party transactions six
Beijing Hotgen Biotech Co.Ltd(688068)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and 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, 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 According to the rules of the general meeting of shareholders of listed companies, the articles of association of Beijing Hotgen Biotech Co.Ltd(688068) (hereinafter referred to as the “articles of association”), the rules of procedure of Beijing Hotgen Biotech Co.Ltd(688068) general meeting of shareholders and other relevant provisions, Beijing Hotgen Biotech Co.Ltd(688068) (hereinafter referred to as the “company” and ” Beijing Hotgen Biotech Co.Ltd(688068) “) hereby formulates the notice of this general meeting of shareholders:
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the meeting, the meeting staff will carry out necessary verification of the identity of the attendees and ask the verified ones to cooperate.
2、 In order to ensure the seriousness and normal order of the general meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees attending the general meeting are invited 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 shall raise their hands according to the agenda of the meeting, and 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. Speeches or questions should be focused on the topics of this meeting, concise and concise, and the time should not exceed 5 minutes. When speaking or asking questions, it is necessary to state the name of shareholders and the total number of shares held. Each shareholder and shareholder’s agent shall speak or ask questions no more than 2 times.
6、 When shareholders ask questions or their proxies to speak at the shareholders’ meeting, they shall not interrupt the shareholders’ report. When voting at the general meeting of shareholders, shareholders and their agents 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, senior managers and candidates for directors and supervisors 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 on-site meeting of the general meeting of shareholders elected one shareholder representative, one supervisor as the vote counter, one shareholder representative and one lawyer as the vote supervisor to be responsible for the statistics and supervision of the voting situation and sign the voting results of the proposal.
10、 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.
11、 In order to ensure the seriousness and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the meeting place in accordance with the law, except the shareholders and their agents, the company’s directors, supervisors, senior executives, employed lawyers and those invited by the board of directors.
12、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion. 13、 During the meeting, participants should pay attention to maintaining the order of the venue, do not walk around at will, and adjust the mobile phone to the silent state. Personal recording, video recording and photography are not allowed 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.
14、 The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves. The company will not give gifts to shareholders participating in the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders participating in the general meeting of shareholders, so as to treat all shareholders equally.
15、 For 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.: 2022-009) disclosed by the company on the website of Shanghai Stock Exchange on February 16, 2022.
16、 Special reminder: during the prevention and control of covid-19 pneumonia, all shareholders are encouraged to participate in the meeting through online voting; If you really need to attend the meeting, please pay attention to and comply with the relevant regulations and requirements of covid-19 pneumonia epidemic prevention and control in Beijing in advance. The company will measure and register the temperature of shareholders and their agents on site in strict accordance with the relevant regulations and requirements of epidemic prevention and control. Only those with normal temperature can attend the meeting. Please cooperate; Please wear masks and other protective equipment on the day of the meeting. Please do a good job in personal protection.
Beijing Hotgen Biotech Co.Ltd(688068)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
1. On site meeting time: 10:00 on March 3, 2022
2. Venue of the on-site meeting: conference room on the 5th floor, No. 25, Heshun street, Daxing District, Beijing 3. Convener of the meeting: Beijing Hotgen Biotech Co.Ltd(688068) board of directors 4. Host: Chairman of the board 5. Online voting system, start and end date and voting time: online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 3, 2022 to March 3, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period 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 the day of the general meeting of shareholders.
2、 Agenda of the meeting
(I) participants sign in, receive meeting materials, and shareholders register their speeches
(II) 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
(III) the moderator read out the instructions for the general meeting of shareholders
(IV) election of vote counting and scrutinizing personnel
(V) deliberating the proposal of the meeting
Name of proposal
1. Proposal on the establishment of holding subsidiaries and related party transactions
(VI) speeches and questions of shareholders and their agents
(VII) shareholders attending the meeting and their proxies vote on the proposal
(VIII) adjournment (counting voting results)
(IX) resume the meeting and announce the voting results of the meeting and the adoption of proposals
(x) the chairman read out the resolutions of the general meeting of shareholders
（11） The witness lawyer read out the legal opinion
（12） Signing meeting documents
（13） End of the meeting
Proposal 1:
Beijing Hotgen Biotech Co.Ltd(688068)
Proposal on the establishment of holding subsidiaries and related party transactions
Dear shareholders and their agents
In order to expand the company’s business needs, further optimize the company’s business structure and enhance the company’s sustainable competitiveness; And minimize the impact of R & D failure risk on the company’s main business; At the same time, share investment risks and realize corresponding incentives through the participation of actual controllers and key managers. The company plans to jointly invest 50 million yuan with Mr. Lin Changqing and Beijing Yaojing enterprise management center (limited partnership), an employee stock ownership platform, to establish Beijing Yujing Pharmaceutical Co., Ltd. (hereinafter referred to as “Yujing pharmaceutical”, and the final name shall be subject to industrial and commercial registration), of which the company plans to invest 26 million yuan with its own capital, accounting for 52.00% of the registered capital of Yujing pharmaceutical; Mr. Lin Changqing contributed 19 million yuan, accounting for 38.00% of the registered capital of Yujing pharmaceutical; Beijing Yaojing enterprise management center (limited partnership) invested 5 million yuan, accounting for 10.00% of the registered capital of Yujing pharmaceutical.
The joint investment to establish a holding subsidiary constitutes a connected transaction. Mr. Lin Changqing is the chairman and general manager of the company and is an affiliated natural person of the company; Mr. Lin Changqing, chairman and general manager of the company, Mr. Yu Shaohua, Mr. Wang Jijie and Mr. Shi Yongzhan, directors and senior managers, Mr. Sun Haifeng, senior managers and Ms. Li Jing, Ms. Gao Qi and Ms. Liu Xiaoli, supervisors, participated in the investment in Yaojing management center, an employee stock ownership platform. According to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Yaojing management center is a related party of the company. To sum up, this transaction constitutes a connected transaction. This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies and the special provisions on major asset restructuring of listed companies on the science and innovation board. As of the proposed investment and related party transactions, the related party transactions between the company and the same related party Mr. Lin Changqing have reached more than 30 million yuan in the past 12 months, accounting for more than 1% of the total audited assets of the listed company in the latest period.
The board of directors of the company applies to the general meeting of shareholders to authorize the chairman or his authorized person to sign relevant documents for the establishment of holding subsidiaries and handle other relevant matters.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 16, 2022 And the announcement on the establishment of holding subsidiaries and related party transactions (Announcement No.: 2022-007) disclosed by China Securities News, Shanghai Securities News, securities daily and securities times.
Beijing Hotgen Biotech Co.Ltd(688068) board of directors February 26, 2022
