Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 information of the third extraordinary general meeting of shareholders
March, 2002
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
List of materials for the third extraordinary general meeting of shareholders in 2022
Notes to the third extraordinary general meeting of shareholders in 2022 3. Agenda of the third extraordinary general meeting of shareholders in 2022 5. Proposal of the third extraordinary general meeting of shareholders in 2022 six
Proposal 1 proposal on the change of the board of directors of the company and the election of non independent directors of the second board of Directors six
Proposal 2 proposal on the change of the board of directors of the company and the election of independent directors of the second board of Directors 7 proposal 3 proposal on the replacement of the board of supervisors of the company and the election of non employee representative supervisors of the second board of supervisors eight
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Notes to the third extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders and ensure the normal order and efficiency of the general meeting of shareholders of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies (revised in 2016), the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) articles of association, the rules of procedure of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) general meeting and other relevant provisions, The following instructions for the meeting are formulated, which shall be followed by all personnel attending the general meeting of shareholders.
1、 During the meeting, all participants shall, on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the general meeting, earnestly perform their legal obligations, consciously abide by the discipline of the general meeting, and shall not infringe upon the legitimate rights and interests of the company and other shareholders or disturb the normal order of the general meeting.
2、 Shareholders and shareholders’ agents attending the meeting must go through the sign in procedures at the meeting site 30 minutes before the meeting, and show the securities account card, identity document or copy of enterprise business license (with official seal), power of attorney, etc. according to the regulations. They can attend the meeting only after receiving the meeting materials after verification. After the meeting, the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them. After that, the shareholders who enter the meeting shall not be entitled to participate in the on-site voting.
3、 In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders attending the meeting, the company has the right to refuse other personnel to enter the meeting place according to law, except shareholders and their agents, directors, supervisors, senior managers of the company, lawyers employed by the company and personnel invited by the board of directors.
4、 In order to ensure the order of the venue, please turn off your mobile phone or adjust to the vibration state after entering the venue. Personal recording, photographing and video recording are not allowed. Please do not make any noise in the venue. The staff have the right to stop the acts that interfere with the normal order of the meeting and infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment in time.
5、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law. If a shareholder requests to speak at the general meeting of shareholders or raise questions on relevant issues, it shall register at the sign in office of the general meeting of shareholders in advance. Shareholders shall not interrupt the agenda of the general meeting without reason and request to speak. Please raise your hand to ask questions on site and speak with the permission of the chairman of the meeting. The speeches or questions of shareholders and their agents shall focus on the topics of the general meeting and be concise.
6、 If the contents of shareholders’ speeches and questions have nothing to do with the topics of the shareholders’ meeting or involve the company’s undisclosed major information, the host or relevant person in charge of the meeting has the right to refuse to answer.
7、 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 or their proxies present at the meeting must sign their names on the voting tickets. 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”.
8、 Before voting on the proposal, the general meeting of shareholders will elect two shareholder representatives and one supervisor representative to count and monitor the votes; If the matters under consideration are related to shareholders, relevant shareholders and agents shall not participate in vote counting and scrutinizing; When the general meeting of shareholders votes on the proposal, the witness lawyer, shareholder representative and supervisor representative shall be jointly responsible for counting and supervising the votes; The on-site voting results shall be announced by the host of the meeting.
9、 The general meeting of shareholders was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
10、 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 and their agents attending the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders and their agents attending the general meeting of shareholders, and treat all shareholders on the principle of equality.
11、 Special reminder: affected by covid-19 pneumonia, the company encourages all shareholders to give priority to participating in the general meeting of shareholders by online voting through the online voting system of Shanghai Stock Exchange. If you really need to attend the meeting on site, please be sure to understand the specific epidemic prevention regulations of Yangzhou and Hanjiang District in advance, and ensure that your body temperature is normal and there are no symptoms such as respiratory discomfort. You must wear protective equipment such as masks and personal protection on the day of attending the meeting; On the day of the meeting, the company will measure and register the temperature of the participants according to the epidemic prevention requirements. Only those with normal temperature and meeting the local epidemic prevention regulations can attend the meeting. Please cooperate.
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Agenda of the third extraordinary general meeting of shareholders in 2022
1、 Method and place of voting
(I) meeting time: 14:30, March 10, 2022
(II) Venue: conference room on the first floor, No. 69, xinganquan West Road, Hanjiang District, Yangzhou
(III) convening method: combination of on-site voting and online voting
(IV) online voting system and online voting time:
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 (March 10, 2022), i.e. 9:15-9:25, 9:30-11:30 and 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.
(V) convener of the meeting: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) board of directors II. 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 votes held
(III) the moderator read out the instructions for the general meeting of shareholders
(IV) elect two vote counters and one scrutineer (shareholders vote on a show of hands)
(V) review the proposals of the meeting item by item
(VI) speeches and questions of shareholders and their agents
(VII) shareholders attending the meeting and their proxies vote on various proposals
(VIII) adjourn the meeting and count the voting results (the final voting results shall be subject to the announcement of the company)
(IX) resume the meeting and read out the voting results of the meeting and the resolutions of the general meeting of shareholders
(x) witness the lawyer to read out the legal opinion
（11） Signing meeting documents
（12） End of the meeting
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Proposal of the third extraordinary general meeting of shareholders in 2022
Motion 1
Proposal on the change of the board of directors of the company and the election of non independent directors of the second board of directors
Dear shareholders
In view of the expiration of the term of office of the first board of directors of the company, in accordance with the company law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the self regulatory guidance No. 1 of Shanghai Stock Exchange’s science and Innovation Board Listed Companies – standardized operation, and the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Charter (hereinafter referred to as the “articles of association”) and other relevant provisions, The company is now carrying out the general election of the board of directors.
According to the articles of association, the second board of directors of the company is composed of 9 directors, including 5 non independent directors and 4 independent directors. After the review of the nomination committee of the board of directors and the deliberation and approval of the 22nd Meeting of the first board of directors, it is agreed to nominate Mr. Fu Heliang, Mr. Yu Ke, Mr. Wang Jun, Mr. Shi Yunzhong Ms. Wang Guangrong is a non independent director candidate of the second board of directors of the company, with a term of office of three years, which takes effect from the date of deliberation and approval by the general meeting of shareholders of the company.
See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 19, 2022 for the resume of the above candidates and relevant specific contents of the proposal The announcement of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) on the general election of the board of directors and the board of supervisors (Announcement No.: 2022019) disclosed.
This proposal has been deliberated and adopted at the 22nd Meeting of the first board of directors of the company and is hereby submitted to the general meeting of shareholders of the company for deliberation.
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) board of directors March 10, 2002
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Proposal of the third extraordinary general meeting of shareholders in 2022
Motion 2
Proposal on the change of the board of directors of the company and the election of independent directors of the second board of directors
Dear shareholders
In view of the expiration of the term of office of the first board of directors of the company, in accordance with the company law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the self regulatory guidance No. 1 of Shanghai Stock Exchange’s science and Innovation Board Listed Companies – standardized operation, and the Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Charter (hereinafter referred to as the “articles of association”) and other relevant provisions, The company is now carrying out the general election of the board of directors.
According to the articles of association, the second board of directors of the company is composed of 9 directors, including 5 non independent directors and 4 independent directors. After the review of the nomination committee of the board of directors and the deliberation and approval of the 22nd Meeting of the first board of directors, it is agreed to nominate Mr. Wang Guangji, Mr. Wei Yuquan, Mr. Zhang Changqing and Ms. Qi Xiaoyan as independent director candidates for the second board of directors of the company, The term of office is three years and takes effect from the date of deliberation and approval by the general meeting of shareholders of the company. See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 19, 2022 for the resume of the above candidates and relevant specific contents of the proposal The announcement of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) on the general election of the board of directors and the board of supervisors (Announcement No.: 2022019) disclosed.
This proposal has been deliberated and adopted at the 22nd Meeting of the first board of directors of the company and is hereby submitted to the general meeting of shareholders of the company for deliberation.
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) board of directors March 10, 2002
Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Proposal of the third extraordinary general meeting of shareholders in 2022
Motion 3
Proposal on the change of the board of supervisors of the company and the election of non employee representative supervisors of the second board of supervisors, shareholders:
In view of the expiration of the term of office of the first board of supervisors of the company, the company is now carrying out the general election of the board of supervisors in accordance with the company law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidance No. 1 of the science and innovation board listed companies of Shanghai Stock Exchange – standardized operation and Jiangsu Aidea Pharmaceutical Co.Ltd(688488) charter.
After the deliberation and approval of the 18th meeting of the first session of the board of supervisors, the board of supervisors agreed to nominate Mr. Yu Heng and Ms. He Fengying as candidates for non employee representative supervisors of the board of supervisors of the company, and jointly form the second session of the board of supervisors of the company with an employee representative supervisor elected by the employee congress of the company. The term of office is three years and takes effect from the date of deliberation and approval of the general meeting of shareholders of the company.
See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 19, 2022 for the resume of the above candidates and relevant specific contents of the proposal The announcement of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) on the general election of the board of directors and the board of supervisors (Announcement No.: 2022019) disclosed.
This proposal has been deliberated and adopted at the 18th meeting of the first board of supervisors of the company and is hereby submitted to the general meeting of shareholders of the company for deliberation.
March 22, 2012 of the board of supervisors
