Securities code: By-Health Co.Ltd(300146) securities abbreviation: By-Health Co.Ltd(300146) Announcement No.: 2022016
Notice on convening the 2021 annual general meeting
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.
In accordance with the relevant provisions of the company law and the articles of association, the company decided to hold the 2021 annual general meeting of shareholders on Friday, March 25, 2022 after deliberation and approval of the 15th meeting of the 5th board of directors of By-Health Co.Ltd(300146) (hereinafter referred to as “the company” and the company). The relevant matters of the meeting are hereby notified as follows: I. Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders
2. Convener of the general meeting of shareholders: the board of directors of the company.
3. Legality and compliance of the meeting: the proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted at the 15th meeting of the Fifth Board of directors of the company. The convening procedure of the general meeting of shareholders met the requirements of relevant laws, regulations, normative documents and the articles of association.
4. Meeting time
(1) On site meeting time: 14:00, Friday, March 25, 2022
(2) Online voting time: the online voting time through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on March 25, 2022; The time for online voting through the Internet voting system of Shenzhen stock exchange is from 9:15 to 15:00 on March 25, 2022. 5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. (1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through power of attorney;
(2) Online voting: the general meeting of shareholders passed the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide online voting platform for all shareholders. Shareholders of the company registered on the equity registration date can exercise their voting rights through the above system during online voting time.
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: Monday, March 21, 2022.
7. Attendees
(1) As of the closing of the afternoon of March 21, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend and vote at this meeting. A shareholder who is unable to attend the meeting in person for some reason may entrust a proxy to attend and vote on his behalf (see Annex 2 for the power of attorney), and the proxy need not 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. The venue of the on-site meeting: the banquet hall on the 2nd floor of Guangzhou R & F Ritz Carlton Hotel, No. 3 Xing’an Road, Zhujiang New Town, Tianhe District, Guangzhou.
2、 Matters considered at the meeting
1. Matters under consideration
Name and code of the proposal of the general meeting of shareholders
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposals: all proposals of this meeting √
Non cumulative voting proposal
1.00 work report of the board of directors in 2021 √
2.00 financial final accounts report of 2021 √
3.00 financial budget report for 2022 √
4.00 full text of 2021 annual report and its summary √
5.00 profit distribution plan for 2021 √
202100 special fund deposit and use report
7.00 proposal on appointing the company’s audit institution in 2022 √
8.00 work report of the board of supervisors in 2021 √
2. Deliberation and disclosure: the above proposal has been deliberated and adopted at the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors. For details, see the relevant announcement published on cninfo.com on the same day. 3. The independent directors of the company will report on their work at the annual general meeting of shareholders. The annual report of independent directors will be discussed as the topic of this meeting and not considered as a proposal. See the relevant announcement published on cninfo.com for the annual report of independent directors.
4. According to the requirements of the rules for the general meeting of shareholders of listed companies (revised in 2022), the company will separately count and disclose the voting results of small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of the company).
5. This meeting does not involve special resolutions of the general meeting of shareholders.
4、 Meeting registration method
1. On site registration time: 9:00-17:00, March 22, 2022
2. Registration place of on-site participation: conference room of the company, No. 3, Kehui Jingu Third Street, No. 99, science Avenue, Science City, Huangpu District, Guangzhou
3. Registration method: on-site registration, registration by e-mail, letter or fax.
4. Registration procedures:
(1) Registration of corporate shareholders: the legal representative of corporate shareholders shall fill in the registration form of shareholders attending the meeting (see Annex 1) and submit the shareholder account card, the copy of business license stamped with the company’s official seal, the certificate of legal representative and the copy of personal ID card to go through the registration procedures; If an agent is entrusted to attend, the power of attorney of the legal person (see Annex 2) shall also be filled in and a copy of the ID card of the attendee shall be submitted.
(2) Registration of natural person shareholders: individual shareholders must fill in the registration form of participating shareholders (see Annex 1) and submit the original or copy of their ID card, shareholding certificate or securities account card and other relevant supporting materials to go through the registration procedures; If an agent is entrusted to attend, the power of attorney (see Annex 2) must also be filled in and a copy of the ID card of the attendee shall be submitted.
(3) Non local shareholders can register by e-mail, letter or fax with the above relevant certificates and materials. E-mail, letter or fax must be delivered to the company before the registration deadline (the letter registration shall be subject to the local postmark date), and please confirm the registration with the company after sending e-mail, written letter or fax. (4) The general meeting of shareholders will not accept telephone registration.
5. Contact information of the meeting:
Contact person: Guan Yancun
Tel.: 02028956666 (secretary office)
Fax: 02028957901 (please indicate: Office of the Board Secretary)
mail box: tcbj@by -health. com. (please specify the subject of the email: registration of the general meeting of shareholders)
6. The on-site meeting of the general meeting of shareholders will last for half a day, and the accommodation, transportation and other expenses of the participants shall be borne by themselves.
7. Special tips:
In order to cooperate with the current government’s epidemic prevention work and protect the health and safety of shareholders and participants, the company encourages and recommends all shareholders to choose to participate in the shareholders’ meeting through online voting.
In addition to complying with the government’s epidemic prevention and control requirements and wearing masks in the whole process, the shareholders and shareholders’ agents who intend to attend the meeting on site should also cooperate with the on-site staff to carry out epidemic prevention and control, and take epidemic prevention measures such as temperature detection, showing health code, truthfully reporting personal health and recent travel, Shareholders and their agents who fail to register in advance or fail to meet the epidemic prevention requirements will not be able to enter the meeting site.
5、 Specific operation process of participating in online voting
For this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (website: http://wltp.cn.info.com.cn. ）See Annex 3 for the specific operation process of voting and online voting. 6、 Documents for future reference
1. Announcement of the resolution of the 15th meeting of the 5th board of directors of the company;
2. Announcement of the resolution of the 13th meeting of the 5th board of supervisors of the company.
Appendix: 1. Register of shareholders attending the 2021 annual general meeting
2. Power of attorney for 2021 annual general meeting
3. Specific operation process of participating in online voting
By-Health Co.Ltd(300146) board of directors
March 4, 2002
By-Health Co.Ltd(300146)
Register of shareholders attending the 2021 annual general meeting
Name / address of shareholder
Personal shareholder ID number / legal representative of legal person shareholder
Name of shareholder with unified social credit code
Shareholder’s account number and number of shares held (shares)
Is the name of the person attending the meeting entrusted
Agent name, agent ID number
Contact number e-mail
Intention and key points of speech: signature of shareholder or agent (seal of corporate shareholder):
specific date
note appended:
1. Please fill in your full name and address in block letters (which must be the same as those in the register of shareholders).
2. The completed and signed registration form of shareholders participating in the meeting shall be delivered to the company’s secretary office before 17:00 on March 22, 2022. Specific methods may include:
(1) Delivery of the letter (address: No. 3, Kehui Jingu Third Street, No. 99, Kexue Avenue, Science City, Huangpu District, Guangzhou City, Guangzhou branch secretary office, postal code: 510663)
(2) Fax method (Fax No.: 02028957901)
(3) Email method (email address: tcbj@by -health. com.）
Please indicate “general meeting” by letter, fax or e-mail. The company does not accept telephone registration. 3. If a shareholder intends to speak at this shareholders’ meeting, please indicate your intention and key points in the column of “intention and key points of speech” and indicate the required time.
4. The newspaper clippings and copies of the above registration form of shareholders participating in the meeting or self-made in the above format are valid.
By-Health Co.Ltd(300146)
Power of attorney for 2021 annual general meeting
I hereby entrust myself to attend By-Health Co.Ltd(300146) 2021 annual general meeting of shareholders on behalf of me, vote on the proposals considered at the meeting according to the instructions of this power of attorney, and sign the relevant documents to be signed at the meeting on my behalf. This power of attorney is valid from the date of signing to the end of the meeting.
Note: agree to oppose the waiver proposal, code the proposal name, and check this column
Columns can be
By vote
100 total proposals: all proposals of this meeting √
Non cumulative voting
proposal
1.00 《20
