Securities code: 600781 securities abbreviation: St Furen Announcement No.: 2022-004 Furen Group Pharmaceutical Co.Ltd(600781)
With regard to the announcement of receiving the letter of shareholders proposing to convene an extraordinary general meeting, 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. 1、 Shareholders’ proposal to the board of directors of the company for convening an extraordinary general meeting of shareholders
On November 19, 2021, the board of directors of Furen Group Pharmaceutical Co.Ltd(600781) (hereinafter referred to as “the company”) received the letter on proposing to convene an extraordinary general meeting of shareholders from the shareholders Hengtian Zhongyan Investment Management Co., Ltd., Henan bozhipin Trading Co., Ltd. and Anhui Derun Financial Leasing Co., Ltd.
The above shareholders hold 10.56% of the company’s shares in total. It is proposed that the company convene an extraordinary general meeting of shareholders to review the proposal as follows: amend the Furen Group Pharmaceutical Co.Ltd(600781) articles of association, with the specific contents as follows:
1、 Article 46 of the original articles of Association “The company holds the general meeting of shareholders in Zhengzhou City, Henan Province. See the notice of the general meeting of shareholders for the specific meeting address. The general meeting of shareholders shall be held in the form of on-site meeting. The company shall provide network or other means to facilitate shareholders’ participation in the general meeting of shareholders. Shareholders who participate in the general meeting of shareholders through the above methods shall be deemed to be present.”
Amend to read: “The company holds the general meeting of shareholders in Zhengzhou, Henan province or other cities determined by the board of directors of the company. For the specific meeting address, see the notice of the general meeting of shareholders. The general meeting of shareholders shall be held in the form of on-site meeting. The company shall provide network or other means to facilitate shareholders’ participation in the general meeting of shareholders. Shareholders participate in the general meeting of shareholders through the above methods Those who attend the meeting of the Eastern Conference shall be deemed to be present. ”
Reason for modification: since most institutional shareholders are institutions outside Henan Province, in order to facilitate shareholders’ participation, it is suggested to modify the venue of the general meeting of shareholders to “Zhengzhou City, Henan province or other cities determined by the board of directors of the company”.
2、 Article 98 of the original articles of Association “A director shall be elected or replaced by the general meeting of shareholders for a term of three years. A director may be re elected upon expiration of his term of office. Before the expiration of his term of office, the general meeting of shareholders shall not remove him without reason. The term of office of a director shall be calculated from the date of taking office until the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still act in accordance with the law before the re elected director takes office Perform the duties of directors in accordance with the provisions of administrative regulations, departmental rules and the articles of association. Directors may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the posts of general manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company. ”
It is revised as follows: the directors shall be elected or replaced by the general meeting of shareholders, and the term of office shall be 3 years. A director may be re elected upon expiration of his term of office. Before the expiration of a director’s term of office, the shareholders’ meeting may remove the director by resolution. The term of office of the directors shall be calculated from the date of taking office to the expiration of the term of office of the current board of directors. If a director is not re elected in time after the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association before the re elected director takes office. Directors may be concurrently held by the general manager or other senior managers, but the total number of directors concurrently holding the posts of general manager or other senior managers and directors held by employee representatives shall not exceed 1 / 2 of the total number of directors of the company. ”
Reason for amendment: in accordance with the company law and the Supreme People’s court’s decision on the application of
<中华人民共和国公司法>
According to the provisions on Several Issues (V), the general meeting of shareholders has the right to dismiss the directors of the company without cause. Therefore, the articles of association shall be amended to be consistent with the legal provisions.
3. Article 108 of the original articles of association: “the board of directors is composed of five directors, with one chairman and one vice chairman.”
It is revised as: “the board of directors is composed of nine directors, with one chairman and one vice chairman.” Reason for modification: due to the large number of institutional shareholders of the company, the number of members of the board of directors is increased in order to protect the rights and interests of all shareholders and balance the interests of all parties.
4、 Article 84 of the original articles of Association “If the number of voting shares held by the controlling shareholder exceeds 30% of the total number of shares of the company, the cumulative voting system shall be adopted for the election of directors, that is, each shareholder can vote for one director candidate or multiple director candidates respectively according to the cumulative votes of the number of voting shares held by him multiplied by the number of directors to be elected. Each director candidate shall be ranked from high to low according to the number of votes obtained The former won the election. ”
Amend to read: “The cumulative voting system shall be adopted for the election of directors and supervisors not held by employee representatives, that is, each shareholder can vote for one director, supervisor candidate not held by employee representatives, or multiple directors and supervisors not held by employee representatives according to the cumulative votes of the number of voting shares held by him multiplied by the number of directors to be elected and supervisors not held by employee representatives Candidates, directors and supervisors not held by employee representatives shall be ranked from high to low according to the number of votes obtained, and the former shall be elected. Under the cumulative voting system, independent directors shall be elected separately from other members of the board of directors. ”
Reason for amendment: due to the large number of institutional shareholders of the company, in order to protect the rights and interests of all shareholders, the cumulative voting system is adopted for the election of directors and supervisors not held by employee representatives, which is conducive to balancing the interests of all parties.
The company did not make public announcement and disclosure in time after receiving the above letter, and the board of directors did not give feedback within 10 days after receiving the letter.
2、 Shareholders’ proposal to the board of supervisors of the company for convening an extraordinary general meeting of shareholders
The board of supervisors of the company received the letter on proposing to convene an extraordinary general meeting of shareholders from the above shareholders on December 6, 2021, which is consistent with the above letter.
The company did not make public announcement and disclosure in time after receiving the above letter, and the board of supervisors did not give feedback within 5 days after receiving the letter.
3、 Subsequent treatment
Due to the low level of letter phi and insufficient learning of rules, the company did not disclose it in time after receiving the above letter. I hereby extend my sincere apology to the majority of investors. The company will take warning and avoid similar situations from happening again. According to the relevant provisions of the company law, the articles of association and the rules of procedure of the general meeting of shareholders, at present, shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days can convene and preside over the general meeting of shareholders by themselves. In accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the general meeting of shareholders, if the shareholders decide to convene the general meeting of shareholders on their own, they must notify the board of directors in writing and file with Henan regulatory bureau of CSRC and Shanghai Stock Exchange. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. The convening shareholders shall submit relevant supporting materials to Henan regulatory bureau of CSRC and Shanghai Stock Exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
The board of directors and the Secretary of the board of directors will cooperate with the shareholders’ meeting convened by the shareholders themselves. The board of directors will provide the register of shareholders on the equity registration date, and the expenses necessary for the meeting shall be borne by the company.
The information disclosure newspapers designated by the company are Shanghai Securities News, China Securities News, securities times and Securities Daily, and the information disclosure website is www.sse.com of Shanghai Stock Exchange com.. cn.， The information released by the company shall be subject to the announcement information published in the above designated newspapers and websites. The company will timely disclose the information in strict accordance with the provisions and requirements of relevant laws and regulations. Please pay attention to the investment risks. It is hereby announced.
Furen Group Pharmaceutical Co.Ltd(600781) board of directors January 7, 2022
