Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
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.
Important:
1. The extraordinary general meeting of shareholders was held by combining on-site voting and online voting.
2. There is no veto proposal in this extraordinary general meeting of shareholders, and there is no case involving the change of the resolution of the previous general meeting of shareholders.
1、 Convening and attendance of the meeting
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”) the first extraordinary general meeting of shareholders in 2022 was held by combining on-site voting and online voting.
(I) time of the meeting:
1. On site meeting time: 2:45 PM, March 1, 2022
2. Online voting time:
(1) 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 March 1, 2022;
(2) The specific time of voting through the Internet voting system is 9:15 ~ 15:00 on March 1, 2022. (II) site meeting place: company conference room
(III) convener: the board of directors of the company
(IV) on site meeting host: Mr. Chen Yonghong, chairman of the company
(V) attendance at the meeting:
44 shareholders and shareholders’ agents attended the meeting, representing 329120348 shares, accounting for 404096% of the total shares of the company. Among them, 20 shareholders and shareholders’ agents attended the on-site meeting, and the number of representative shares was 269682068, accounting for 331117% of the total shares of the company; There are 24 shareholders voting online, and the number of representative shares is 59438280, accounting for 7.2979% of the total shares of the company.
As the collector, Mr. Wu Qinggong, an independent director of the company, published the report on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022012) on cninfo.com to solicit the entrusted voting rights of all shareholders of the company for the relevant proposals deliberated at the general meeting of shareholders. As of the end of the solicitation time, Mr. Wu Qinggong, an independent director, has not received the entrustment of voting rights from shareholders.
Some directors, supervisors and Secretary of the board of directors of the company attended the meeting, and some senior managers and lawyers of the company attended the meeting as nonvoting delegates.
(VI) the meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation and voting of proposals
At this meeting, the following proposals were considered and adopted by combining on-site voting and online voting: 1. The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its summary was considered and adopted.
If the shareholders present are the incentive objects of the company’s restricted stock incentive plan in 2022, they shall avoid voting on this proposal, with a total of 65000 shares.
Voting results: 329052338 shares were approved, accounting for 999991% of the total number of valid voting shares attending the meeting; 3010 opposition shares, accounting for 0.0009% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 2 / 3 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101124276 shares were agreed, accounting for 999970% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 3010 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
2. The proposal on the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 was deliberated and adopted.
If the shareholders present are the incentive objects of the company’s restricted stock incentive plan in 2022, they shall avoid voting on this proposal, with a total of 65000 shares.
Voting results: 328997038 shares were approved, accounting for 999823% of the total number of valid voting shares attending the meeting; 3010 opposition shares, accounting for 0.0009% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0168% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 2 / 3 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101068976 shares were agreed, accounting for 999423% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 3010 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0547% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted.
If the shareholders present are the incentive objects of the company’s restricted stock incentive plan in 2022, they shall avoid voting on this proposal, with a total of 65000 shares.
Voting results: 328997038 shares were approved, accounting for 999823% of the total number of valid voting shares attending the meeting; 3010 opposition shares, accounting for 0.0009% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0168% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 2 / 3 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101068976 shares were agreed, accounting for 999423% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 3010 opposed shares, accounting for 0.0030% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0547% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
4. The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft) and its summary was deliberated and adopted.
If the shareholders present are the participants of the company’s employee stock ownership plan in 2022, they shall avoid voting on this proposal, with a total of 227928062 shares.
Voting results: 101117476 shares were approved, accounting for 999261% of the total number of valid voting shares attending the meeting; 19510 opposition shares, accounting for 0.0193% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0546% of the total number of valid voting shares attending the meeting.
The proposal was approved by more than 1 / 2 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101117476 shares were agreed, accounting for 999261% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 19510 opposed shares, accounting for 0.0193% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0546% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
5. The proposal on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 measures for the administration of employee stock ownership plans was deliberated and adopted.
If the shareholders present are the participants of the company’s employee stock ownership plan in 2022, they shall avoid voting on this proposal, with a total of 227928062 shares.
Voting results: 101117876 shares were approved, accounting for 999265% of the total number of valid voting shares attending the meeting; 19110 opposition shares, accounting for 0.0189% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0546% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 1 / 2 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101117876 shares were agreed, accounting for 999265% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 19110 opposed shares, accounting for 0.0189% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0546% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
6. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022 was reviewed and adopted.
If the shareholders present are the participants of the company’s employee stock ownership plan in 2022, they shall avoid voting on this proposal, with a total of 227928062 shares.
Voting results: 101117876 shares were approved, accounting for 999265% of the total number of valid voting shares attending the meeting; 19110 opposition shares, accounting for 0.0189% of the total number of valid voting shares attending the meeting; 55300 shares abstained, accounting for 0.0546% of the total number of valid voting shares attending the meeting. The proposal was approved by more than 1 / 2 of the total number of effective voting shares.
Among them, the voting of small and medium-sized investors attending the meeting: 101117876 shares were agreed, accounting for 999265% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 19110 opposed shares, accounting for 0.0189% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 55300 shares were abstained, accounting for 0.0546% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
3、 Legal opinions issued by lawyers
(I) name of law firm: Beijing Hairun Tianrui law firm
(II) name of Lawyer: Yang Xue, Chen Yuan
(III) concluding comments: our lawyers believe that the proposals deliberated at this general meeting of shareholders are legal and effective, and the convening and convening procedures of this general meeting of shareholders, the qualifications of personnel attending this general meeting of shareholders, the qualifications of conveners and the voting procedures of this general meeting of shareholders The voting results comply with the provisions of the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the articles of association and other relevant laws and regulations. The resolutions formed at this general meeting of shareholders are legal and effective.
4、 Documents for future reference
1. The resolution of the first extraordinary general meeting of shareholders in 2022 signed and confirmed by the attending directors;
2. Legal opinion of Beijing Hairun Tianrui law firm on the first extraordinary general meeting of shareholders in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022;
3. Legal opinion of Beijing Hairun Tianrui law firm on matters related to the public solicitation of entrusted voting rights by Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent directors.
It is hereby announced.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of directors March 1, 2002
