Securities code: 301206 securities abbreviation: Sanyuan biotechnology Announcement No.: 2022021 Shandong Sanyuan Biotechnology Co., Ltd
Announcement of the resolution of the second extraordinary general meeting of shareholders in 2022
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The shareholders’ meeting did not veto the proposal.
2. This general meeting of shareholders does not involve changing the resolutions adopted by previous general meetings of shareholders.
1、 Convening and attendance of the meeting
(I) convening of the meeting
1. Meeting time:
On site meeting time: 15:00, Friday, March 18, 2022
Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 18, 2022; The specific time for passing the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on March 18, 2022
2. Meeting place: meeting room of Sanyuan biological company, No. 89, ZhangFu Road, Binbei, Binzhou City, Shandong Province
3. Meeting mode: the combination of on-site voting and online voting
4. Convener: Board of directors
5. Moderator: Nie Zaijian, chairman
6. Description of legality, compliance and compliance: the convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules and the articles of association, and the resolutions made are legal and effective.
(II) attendance at the meeting
1. General attendance of shareholders
32 shareholders and their authorized representatives attended the shareholders’ meeting, representing 66703461 shares, accounting for 494525% of the total voting shares of the company.
(1) 10 shareholders and their authorized representatives attended the meeting, representing 6 Chongqing Chuanyi Automation Co.Ltd(603100) 0 shares, accounting for 489540% of the total voting shares of the company.
(2) 22 shareholders attended the meeting through online voting, representing 672461 shares, accounting for 0.4985% of the total voting shares of the company.
2. Overall attendance of minority shareholders
22 authorized representatives of minority shareholders and shareholders attended the general meeting, representing 672461 shares, accounting for 0.4985% of the total voting shares of the company.
(1) There are 0 minority shareholders and authorized representatives of shareholders attending the meeting, representing 0 shares, accounting for 0.00% of the total voting shares of the company;
(2) 22 minority shareholders attended the meeting through online voting, representing 672461 shares, accounting for 0.4985% of the total voting shares of the company.
3. The directors and supervisors of the company attended the meeting, and senior managers and lawyers of Beijing Guofeng law firm attended the meeting as nonvoting delegates.
2、 Deliberation of proposals
The meeting adopted the following proposals by combining on-site voting and online voting:
(I) deliberated and passed the proposal on formulating the articles of association of Shandong Sanyuan Biotechnology Co., Ltd; 1. Total voting: 66690261 shares were approved, accounting for 999802% of the total voting shares attending the meeting; Against 9000 shares, accounting for 0.0135% of the total voting shares attending the meeting; 4200 shares were abstained, accounting for 0.0063% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(II) deliberated and passed the proposal on formulating the rules of procedure for the general meeting of shareholders of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66692861 shares were approved, accounting for 999841% of the total voting shares attending the meeting; 10600 opposed shares, accounting for 0.0159% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(III) deliberated and passed the proposal on formulating the rules of procedure of the board of directors of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66677361 shares were approved, accounting for 999609% of the total voting shares attending the meeting; 21900 opposed shares, accounting for 0.0328% of the total voting shares attending the meeting; 4200 shares were abstained, accounting for 0.0063% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(IV) deliberated and passed the proposal on formulating the rules of procedure of the board of supervisors of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66692861 shares were approved, accounting for 999841% of the total voting shares attending the meeting; 10600 opposed shares, accounting for 0.0159% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders.
(V) deliberated and passed the proposal on formulating the management system of raised funds of Shandong Sanyuan Biotechnology Co., Ltd;
1. The total number of shares with voting rights: 676199% of the total number of shares with voting rights; 26100 opposed shares, accounting for 0.0391% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
(VI) deliberated and passed the proposal on formulating the decision-making system for related party transactions of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66677361 shares were approved, accounting for 999609% of the total voting shares attending the meeting; 26100 opposed shares, accounting for 0.0391% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
(VII) deliberated and passed the proposal on formulating the external guarantee decision-making system of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66677361 shares were approved, accounting for 999609% of the total voting shares attending the meeting; 26100 opposed shares, accounting for 0.0391% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
(VIII) deliberated and passed the proposal on formulating the foreign investment decision-making system of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66677361 shares were approved, accounting for 999609% of the total voting shares attending the meeting; 26100 opposed shares, accounting for 0.0391% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
(IX) deliberated and passed the proposal on formulating the information disclosure management system of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66690261 shares were approved, accounting for 999802% of the total voting shares attending the meeting; 13200 opposition shares, accounting for 0.0198% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
(x) deliberated and passed the proposal on formulating the working system of independent directors of Shandong Sanyuan Biotechnology Co., Ltd;
1. Total voting: 66690261 shares were approved, accounting for 999802% of the total voting shares attending the meeting; 13200 opposition shares, accounting for 0.0198% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
（11） Deliberated and passed the proposal on formulating the management system of Shandong Sanyuan Biotechnology Co., Ltd. for regulating capital exchanges with related parties;
1. Total voting: 66691161 shares were approved, accounting for 999816% of the total voting shares attending the meeting; Against 12300 shares, accounting for 0.0184% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
（12） Deliberated and passed the proposal on changing the total number of shares and registered capital of the company, amending the articles of association and handling the filing and registration of industrial and commercial changes;
1. Total voting: 66691161 shares were approved, accounting for 999816% of the total voting shares attending the meeting; Against 12300 shares, accounting for 0.0184% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Avoidance of voting: this proposal does not involve avoidance of voting.
This proposal is a special resolution, which has been adopted by more than two-thirds of the voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders.
（13） Deliberated and passed the proposal on using some temporarily idle self owned funds for cash management;
1. Total voting: 66676261 shares were approved, accounting for 999592% of the total voting shares attending the meeting; Against 27200 shares, accounting for 0.0408% of the total voting shares attending the meeting; Abstained 0 shares, accounting for 0.00% of the total voting shares attending the meeting.
2. Voting of small and medium-sized investors: 645261 shares were approved, accounting for 959552% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 27200 shares, accounting for 4.0448% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.00% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
3. Avoidance of voting: this proposal does not involve avoidance of voting.
3、 Lawyer witness
(I) name of law firm: Beijing Guofeng law firm;
(II) witness lawyers: Guo Xin and Xie AQIANG;
(III) concluding observations: the convening and convening procedures, the qualifications of conveners, the qualifications of personnel attending the general meeting of shareholders, as well as the voting procedures and voting results of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of Association, and the resolutions of the general meeting of shareholders are legal and effective.
4、 Documents for future reference
(I) resolution of the second extraordinary general meeting of shareholders of Shandong Sanyuan Biotechnology Co., Ltd. (II) legal opinion of Beijing Guofeng law firm on the second extraordinary general meeting of shareholders of Shandong Sanyuan Biotechnology Co., Ltd. in 2022
It is hereby announced
Board of directors of Shandong Sanyuan Biotechnology Co., Ltd. March 21, 2022
