Securities code: China National Medicines Corporation Ltd(600511) securities abbreviation: China National Medicines Corporation Ltd(600511) Announcement No.: 2022015
China National Medicines Corporation Ltd(600511)
Notice on convening the 2021 annual general meeting of shareholders
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Date of shareholders’ meeting: April 7, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the 2021 annual general meeting of shareholders (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 9:30, April 7, 2022
Venue: conference room (5), 8th floor, West Tower, Zhonghai real estate Plaza, 7th floor, courtyard 8, xibinhe Road, Yongdingmen, Dongcheng District. Online voting system, start and end date and voting time.
Shanghai stock exchange online voting system
Starting and ending time of online voting: from April 7, 2022
To April 7, 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. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
Accounts related to margin trading, refinancing business, agreed repurchase business and the voting of investors in Shanghai Stock connect shall be implemented in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. （7） No matter involving the public solicitation of shareholders’ voting rights. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
1. Review the work report of the board of directors in 2021 √
2. Review the work report of the board of supervisors in 2021 √
3. Proposal to review the full text and summary of the company’s 2021 annual report √
4. Review the company’s 2021 financial statement √
5. Review the company’s profit distribution plan for 2021 √
6. Review the company’s daily related party transactions in 2021 and pre √
Proposal for daily connected transactions in 2022
7. Review the company’s proposal to apply to commercial banks for comprehensive in 2022 √
Proposal on credit and other businesses
8. Review the company’s proposal to be a wholly-owned and holding subsidiary in 2022 √
Proposal on Issuing internal loans
9. Review the company’s proposal to become a holding subsidiary of Sinopharm in 2022 √
Shares issued internally by Beijing Tianxing Puxin biomedical Co., Ltd
Proposal on loans and related party transactions
10. Review the company’s proposal to become a wholly-owned subsidiary of Sinopharm in 2022 √
Hong Kong (Beijing) International Trade Co., Ltd. provides comprehensive credit guarantee
Bill on insurance
11. Review the company’s plan on the deposit and actual of raised funds in 2021 √
Special report on use
12. Review the company’s 2021 √ issued by Ernst & Young Huaming Certified Public Accountants
Annual internal control audit report and the company’s 2021 internal control
Proposal on making self-evaluation report
13. Review √ on the renewal of the company’s accounting firm in 2022
bill
14. Review the proposal on amending some articles of the articles of association √
Cumulative voting motion
15.00 proposal on election of directors (7) directors to be elected
15.01 elect Mr. Jiang Xiuchang as the director of the 8th board of directors of the company √
15.02 elect Mr. Liu Yong as the director of the 8th board of directors of the company √
15.03 elect Mr. Lian Wanyong as a director of the 8th board of directors of the company √
15.04 elect Ms. Li Xiaojuan as the director of the 8th board of directors of the company √
15.05 elect Mr. Wen Deyong as the director of the 8th board of directors of the company √
15.06 elect Ms. Jiang Xin as the director of the 8th board of directors of the company √
15.07 elect Mr. Tian Guotao as a director of the eighth board of directors of the company √
16.00 proposal on the election of independent directors (4) independent directors shall be elected
16.01 elect Mr. Yu Xingxi as the independent director of the eighth board of directors of the company √
matter
16.02 elect Mr. Shi Luwen as the independent director of the eighth board of directors of the company √
matter
16.03 elect Mr. Chen Mingyu as the independent director of the eighth board of directors of the company √
matter
16.04 elect Mr. Liu Shen as an independent director of the eighth board of directors of the company √
17.00 proposal on the election of supervisors (2 supervisors to be elected)
17.01 elect Ms. Liu Jingyun as the supervisor of the 8th board of supervisors √
17.02 elect Mr. Lu Kai as the supervisor of the 8th board of supervisors √
1. The time and media for the disclosure of the above proposals have been deliberated and adopted at the 37th meeting of the seventh board of directors and the 27th meeting of the seventh board of supervisors. The relevant announcements have been published in China Securities News, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) on March 17, 2022 To be disclosed.
2. Special resolution proposal: 143. Proposal on separate vote counting for small and medium-sized investors: all proposals 4. Proposal involving avoidance of voting by related shareholders: 6, 9
Name of related shareholders who should avoid voting: Sinopharm Holding Co., Ltd. (avoidance voting is proposals 6 and 9) 5. Proposals involving preferred shareholders’ participation in voting: No. 3. Matters needing attention in voting at the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the number of election votes cast by a shareholder exceeds the number of election votes it has, or if the number of votes cast in the differential election exceeds the number of votes to be elected, its election votes for the proposal shall be deemed invalid.
（4） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（5） Shareholders can submit all proposals only after voting.
（6） The voting method of electing directors, independent directors and supervisors by cumulative voting system is shown in Annex 2
4、 Meeting attendees
（1） After the closing of the stock market on the equity registration date, the shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders (see the table below for details), and can entrust agents to attend the meeting and vote in writing. The agent need not be a shareholder of the company.
Stock category Stock Code Stock abbreviation equity registration date
A-share China National Medicines Corporation Ltd(600511) China National Medicines Corporation Ltd(600511) 2022 / 3 / 31
（2） Directors, supervisors and senior managers of the company. （3） A lawyer employed by the company. （4） Other personnel v. meeting registration method registration procedures: shareholders attending the general meeting of shareholders shall go through the registration procedures for attending the meeting with their own ID card, securities account or legal person certificate (the trustee shall hold ID card, the trustor’s securities account and power of attorney). Non local shareholders can register by letter or fax.
(II) registered address: 9 / F, West Tower, Zhonghai real estate Plaza, 7 / F, courtyard 8, xibinhe Road, Yongdingmen, Dongcheng District, Beijing
(III) registration date: April 1, 2022
6、 Other matters (I) contact: Luo Lichun, Wang Ke
Post code: 100077 Tel Fax: 01067271828
(II) the board, lodging and transportation expenses of shareholders attending the meeting shall be borne by themselves. It is hereby announced.
China National Medicines Corporation Ltd(600511) board of directors March 17, 2022 Annex 1: power of attorney Annex 2: explanation of voting method for electing directors, independent directors and supervisors by cumulative voting system Annex 1: power of attorney
Power of attorney
China National Medicines Corporation Ltd(600511) ：
I hereby entrust Mr. (Ms.) to attend the 2021 annual general meeting of shareholders of your company held on April 7, 2022 on behalf of my unit (or myself) and exercise voting rights on behalf of me. Number of ordinary shares held by the trustor: number of preferred shares held by the trustor: account number of the trustor’s shareholder:
No. name of non cumulative voting proposal agree against abstain
1. Review the work report of the board of directors of the company in 2021
2. Review the work report of the board of supervisors of the company in 2021
3. Proposal to review the full text and summary of the company’s 2021 Annual Report
Financial report of the company in 2024
5. Review the company’s profit distribution plan for 2021
6. Review the company’s daily related party transactions in 2021 and
Proposal on daily connected transactions in 2022
7. Review the company’s proposal to apply to commercial banks for comprehensive management in 2022
Proposal on joint credit and other businesses
8. Review the company’s proposal to become a wholly-owned and holding subsidiary in 2022
Proposal on Issuing internal loans by the company
9. Review the company’s proposal to become a holding subsidiary of Sinopharm in 2022
Issued by holding Beijing Tianxing Puxin biomedical Co., Ltd
Proposal on internal borrowing and related party transactions
10. Review the company’s proposal to become a wholly-owned subsidiary of Sinopharm in 2022
Airport (Beijing) International Trade Co., Ltd. provides comprehensive services
Proposal of credit guarantee
11. Review the company’s “on deposit and payment of raised funds in 2021”
Special report on international use
12. Review the company certificate issued by Ernst & Young Huaming certified public accountants
2021 internal control audit report and 2021 annual report of the company
Proposal on internal control self evaluation report
13. Review on the renewal of the company’s accounting firm in 2022
Motion
14. Deliberate the proposal on amending some articles of the articles of association
Serial number cumulative voting proposal name number of votes
15.00 proposal on election of directors
15.01 elect Mr. Jiang Xiuchang as the eighth chairman of the company
