Shanghai Junshi Biosciences Co.Ltd(688180) 2022 first extraordinary general meeting of shareholders
April 2022
catalogue
The first extraordinary general meeting in 2022 Agenda of the first extraordinary general meeting of shareholders in 2012 Proposal of the first extraordinary general meeting of shareholders in 2002 5 motion 1 5 proposal on the company meeting the conditions for issuing A-Shares to specific objects 5 motion 2 6 proposal on the company’s plan to issue A-Shares to specific objects in 2022 6 motion 3 11 proposal on the company’s plan to issue A-Shares to specific objects in 202211 motion 4 12 proposal on the demonstration and analysis report of the company’s A-share issuance scheme to specific objects in 202212 motion 5 13 proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 202213 motion 6 14 proposal on the special report on the use of the company’s previously raised funds 14 motion 7 15 proposal on the company’s issuance of A-Shares to specific objects in 2022, dilution of immediate return, filling measures taken by the company and commitments of relevant subjects 15 motion 8 16 proposal on the planning of shareholders’ dividend return in the next three years (20222024) 16 motion 9 17 proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of A-Shares seventeen
Shanghai Junshi Biosciences Co.Ltd(688180)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, ensure that shareholders exercise their rights in Shanghai Junshi Biosciences Co.Ltd(688180) (hereinafter referred to as “the company”) according to law, and ensure the normal order and efficiency of the first extraordinary general meeting of shareholders in 2022, 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 (hereinafter referred to as the “Securities Law”) The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) hereby formulates the notice of shareholders’ meeting rules of listed companies, the Shanghai Junshi Biosciences Co.Ltd(688180) articles of Association (hereinafter referred to as the “articles of association”), the Shanghai Junshi Biosciences Co.Ltd(688180) rules of procedure of shareholders’ meeting and other relevant provisions, which shall be observed by all the personnel attending the shareholders’ meeting.
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、 Only shareholders (including shareholders’ agents), directors, supervisors, senior managers and other attendees who meet the conditions for attending the general meeting of shareholders can attend the meeting after being reviewed by the company; The company has the right to refuse unqualified persons to enter the venue.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice. The general meeting of shareholders shall not shelve or refuse to vote on all proposals that have been included in the agenda of the general meeting for any reason.
4、 During the convening of this general meeting of shareholders, all participants shall follow the principle of safeguarding the legitimate rights and interests of shareholders and determining the normal order and efficiency of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders or disturb the normal order of the meeting. The company has the right to take measures to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing on the legitimate rights and interests of shareholders, and timely report to relevant departments for investigation and punishment.
5、 In order to maintain the order of the venue, all participants should not walk around at will, and their mobile phones should be adjusted to the silent state. Participants should leave the venue after the meeting without special reasons.
6、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law. During the convening of the general meeting of shareholders, shareholders who intend to speak / ask questions at the general meeting of shareholders shall register in the sign in office in advance, raise their hands before speaking / asking questions, and speak / ask questions only with the consent of the chairman of the meeting; If a shareholder requests to speak / ask questions temporarily, he / she shall first make an oral application to the chairman of the meeting, and can speak / ask questions only with the consent of the chairman. Shareholders’ speeches shall focus on the topics of the meeting and be concise. In principle, the time for each shareholder to speak / ask questions shall not exceed 5 minutes. When the general meeting of shareholders enters the voting procedure, shareholders shall not speak / ask questions again.
7、 The moderator may arrange the directors, supervisors and other senior managers of the company to answer the questions of 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 cause damage to the common interests of the company and shareholders.
8、 Shareholders (including shareholders’ 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 (including shareholders’ proxies) present at the meeting must sign their names on the votes. Votes that are not filled in, wrongly filled in, illegible, and not cast shall be deemed to have waived their voting rights, and the voting results of their shares shall be counted as “waiver”.
9、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
10、 The duration of the shareholders’ meeting is half a day, and the board, lodging and transportation expenses of the shareholders attending the meeting shall be borne by themselves.
11、 Please refer to the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 8, 2022 for details such as the registration method and voting precautions of this general meeting of shareholders Notice of Shanghai Junshi Biosciences Co.Ltd(688180) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: p.2022015).
Shanghai Junshi Biosciences Co.Ltd(688180)
Agenda of the first extraordinary general meeting of shareholders in 2022
On site meeting time: from 14:00 on April 6, 2022
Venue: 15 / F, building 7, No. 6, Lane 100, pingjiaqiao Road, Pudong New Area, Shanghai
Moderator: Mr. Xiong Jun, chairman of the board of directors, voting method: This shareholders’ meeting adopts the combination of on-site voting and online voting system of shareholders’ meeting of Shanghai Stock Exchange
Agenda content
1、 Participants sign in and receive meeting materials; The shareholder and the shareholder’s agent shall submit the identification materials (power of attorney, copy of business license, copy of ID card, etc.) at the same time; 2、 The chairman of the meeting shall announce the opening of the meeting and the agenda of the meeting, and report to the general meeting the number of shareholders and agents attending the on-site meeting and the number of voting rights held; 3、 Elect vote counting and scrutinizing personnel; 4、 The board of directors shall report various proposals to the general meeting of shareholders; 1. Proposal on the company meeting the conditions for issuing A-Shares to specific objects 2. Proposal on the company’s plan for issuing A-Shares to specific objects in 2022
2.01. Types and par value of shares issued this time
2.02 issuance method and time
2.03 issuing object and subscription method
2.04 issue quantity
2.05. Pricing base date, issue price and pricing principle
2.06 restricted period
2.07 scale and purpose of raised funds
2.08 place of stock listing
2.09. Distribution arrangement of accumulated profits
2.10 validity period of this issuance resolution 3. Proposal on the company’s plan to issue A-Shares to specific objects in 2022
4. Proposal on the demonstration and analysis report of the company’s A-share issuance scheme to specific objects in 2022 5. Proposal on the feasibility analysis report on the use of funds raised by the company’s A-share issuance to specific objects in 2022 6. Proposal on the special report on the use of funds raised by the company in the previous time 7 Proposal on diluting the immediate return of A-Shares issued by the company to specific objects in 2022 and the company’s filling measures and commitments of relevant subjects 8. Proposal on the planning of shareholders’ dividend return in the next three years (20222024) 9 Proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of A-Shares v. answering shareholders’ questions for the deliberation of the proposal at the general meeting of shareholders; 6、 Voting; 7、 Statistics of voting results; 8、 Announce the voting results; 9、 Witness lawyers to read legal opinions; 10、 Sign meeting documents; 11、 Declare the meeting closed.
Shanghai Junshi Biosciences Co.Ltd(688180)
Proposal of the first extraordinary general meeting of shareholders in 2022
Motion 1
Proposal on the company meeting the conditions for issuing A-Shares to specific objects
Dear shareholders and their agents
In order to promote the sustainable and stable development of the company, the company plans to issue domestic listed RMB common shares (A shares) to specific objects.
According to the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of issuance and registration”) and the detailed rules for the implementation of non-public development of shares by listed companies (hereinafter referred to as the “detailed rules”), after self-examination of the actual situation of the company item by item, Confirm that the company complies with the provisions of current laws, regulations and normative documents on issuing A-Shares to specific objects, and has the qualifications and conditions for issuing A-Shares to specific objects. The above proposal has been deliberated and approved at the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors held on March 7, 2022, and is now submitted to the general meeting of shareholders for deliberation.
Shanghai Junshi Biosciences Co.Ltd(688180) proposal II of the board of directors on April 6, 2022
Proposal on the company’s plan to issue A-Shares to specific objects in 2022 shareholders and shareholders’ agents:
In order to consolidate the company’s capital strength and improve its comprehensive competitiveness and risk resistance, the company plans to issue A-Shares to specific objects. In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of issuance and registration, and the detailed rules for the implementation of the company law, the securities law, the measures for the administration of issuance and registration, the plan for issuing A-Shares to specific objects (hereinafter referred to as the “issuance”) is as follows:
1、 Types and par value of the shares issued this time
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
2、 Issuing method and time
All the shares issued this time are issued to specific objects. The company will issue them at an appropriate time within the validity period of the registration document approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
3、 Issuing object and subscription method
The issuing objects of this offering are no more than 35 (including 35) specific objects that meet the conditions stipulated by the CSRC. The scope of issuing objects is: no more than 35 specific objects such as securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons in accordance with the provisions of the CSRC; Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
The final issuing object will be determined by the board of directors of the company and its authorized persons through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the inquiry results after the issuance is reviewed and approved by Shanghai Stock Exchange and approved to be registered by the CSRC. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail.
All issuers subscribe for the shares issued this time in RMB cash and at the same price. 4、 Number of issues
The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 70 million shares. The upper limit of the final number of shares issued shall be subject to the upper limit of the number of shares approved and registered by the CSRC. Within the above scope, the final issuance quantity shall be determined by the board of directors and its authorized persons through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the final issuance price. If the company’s shares have ex rights matters such as share distribution, conversion of capital reserve into share capital from the resolution date of the board of directors to the issuance date, and other matters lead to changes in the total share capital of the company, the upper limit of the number of shares issued will be adjusted accordingly.
If the total number of shares issued to a specific object is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued to a specific object and the total amount of funds raised will be changed or reduced accordingly.
5、 Pricing base date, issue price and pricing principle
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing base date (excluding the pricing base date).
The average trading price of A-Shares 20 trading days before the pricing benchmark date = the total trading volume of A-Shares 20 trading days before the pricing benchmark date / the total trading volume of A-Shares 20 trading days before the pricing benchmark date. If the stock price is adjusted due to ex right and ex interest matters within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustments.
The final issue price of this offering will be determined after the application for this offering to a specific object obtains the registration document of the CSRC,
