Securities code: Hybio Pharmaceutical Co.Ltd(300199) securities abbreviation: Hybio Pharmaceutical Co.Ltd(300199) Announcement No.: 2022034
Hybio Pharmaceutical Co.Ltd(300199)
Report on public solicitation of entrusted voting rights by independent directors
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.
Special statement:
1. This solicitation of voting rights is a public solicitation in accordance with the law. Ms. Li Yao meets the solicitation conditions specified in Article 90 of the securities law of the people’s Republic of China, Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies;
2. As of the disclosure date of this announcement, the collector does not hold shares of the company.
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and entrusted by other independent directors of Hybio Pharmaceutical Co.Ltd(300199) (hereinafter referred to as the “company”), Ms. Li Yao, an independent director, is the soliciter, Solicit voting rights from all shareholders of the company on the relevant proposals of the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) to be considered at the first extraordinary general meeting of 2022 to be held on April 11, 2022.
China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
I, Li Yao, as the soliciter, have made and signed this report in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to publicly solicit the entrusted voting rights of shareholders on the matters related to the incentive plan discussed at the first extraordinary general meeting of the company in 2022.
The collector guarantees that there are no false records, misleading statements or major omissions in this report, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
Disclosure website: cninfo (www.cn. Info. Com. CN.) Make an announcement on the Internet. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false and misleading statements.
The soliciter has obtained the consent of other independent directors of the company and signed this report. The performance of this report will not violate or conflict with any provisions of laws and regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information
Company name: Hybio Pharmaceutical Co.Ltd(300199)
Securities code: Hybio Pharmaceutical Co.Ltd(300199)
Legal representative: Zeng shaogui
Secretary of the board of directors: Yang Di
Registered address: hanyuchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) building, No. 7, Guansheng 4th Road, Guanlan high tech park, Longhua District, Shenzhen
Postal Code: 518057
Tel: 075526588036
Contact Fax: 075526588078
mail box: hy@hyb io. com. cn.
(II) collection items
The soliciter solicits the following proposals to be considered at the first extraordinary general meeting of the company in 2022 from the shareholders of the company, and publicly solicits the entrusted voting rights from all shareholders of the company:
1. Proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
4. Proposal on directional financing from Shenzhen hi tech investment and Financing Guarantee Co., Ltd
(III) signing date of this proxy voting right report: March 24, 2022
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the company’s gem information disclosure website cninfo (www.cn. Info. Com. CN.) designated by the CSRC Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022036) disclosed on the.
4、 Basic information of the recruiter
(I) Ms. Li Yao, the current independent director of the company, is the person to solicit voting rights. The basic information is as follows: Ms. Li Yao, born in March 1977, Chinese nationality, bachelor degree, certified public accountant, leading talent in the industry of Certified Public Accountants in Guangdong Province, has no permanent right of residence abroad. He has been engaged in accounting for more than 18 years. He once served as the financial manager of Shenzhen sanchuanfeng Automobile Co., Ltd., the project manager of Chengdu Zhongda certified public accountants, the deputy department manager of Shenzhen Pengcheng certified public accountants, the senior manager of Shenzhen Branch of Guofu Haohua certified public accountants and the salary granting partner of Shenzhen Branch of Ruihua certified public accountants. He is currently an independent director of the company, the director of Zhitong certified public accountants Shenzhen Branch and China Baoan Group Co.Ltd(000009) independent director.
(II) the collector has not been punished for securities violations and has not been involved in major civil litigation or arbitration related to economic disputes.
(III) the collector and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the fifth meeting of the Fifth Board of directors held on March 24, 2022 and commented on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 and the proposal on directional financing from Shenzhen hi tech investment and financing guarantee Co., Ltd. voted in favor of the four proposals and expressed their independent opinions.
6、 Solicitation scheme
In accordance with the current laws and regulations, normative documents and the articles of association of the company of China, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(I) collection object
As of the afternoon of April 6, 2022, all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting.
(II) collection time
From April 6, 2022 to April 8, 2022 (9:00-12:00 a.m. and 13:30-17:00 p.m.).
(III) collection method
Cninfo.com.cn (http: / / www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this report.
Step 2: submit the power of attorney and other relevant documents signed by myself to the Securities Management Department of the company entrusted by the collector; The Securities Management Department of the company shall sign and receive the power of attorney and other relevant documents for the collection of entrusted voting rights:
1. If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, the original certificate of legal representative, the original power of attorney and the shareholder account card; All documents provided by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
2. If the shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney and the shareholder account card;
3. If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
Step 3: after the entrusted voting shareholders have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered mail or express mail is adopted, the date of receipt by the Securities Management Department of the company shall be the date of delivery.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: No. 37, kekezhong 2nd Road, Nanshan District, Shenzhen Hybio Pharmaceutical Co.Ltd(300199) 510 (if registered by letter, please indicate the words “power of attorney for public solicitation of voting rights of independent directors” on the envelope)
Attention: Securities Management Department
Postal Code: 518057
Tel: 075526588036
Contact Fax: 075526588078
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for public solicitation of entrusted voting rights by independent directors” in a prominent position.
(V) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorized entrustment meeting all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report;
2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the name of the shareholder.
(VI) if a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the authorization contents are different, the last power of attorney signed by the shareholder shall be valid. If the signing time cannot be judged, the last power of attorney received shall be valid.
(VII) after the shareholder authorizes the proxy collector to vote on the solicitation, the shareholder may attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
2. If a shareholder authorizes a person other than the collector to exercise and attend the meeting, and expressly revokes the authorization to the collector in writing before the deadline of the registration of the on-site meeting, the collector will determine that its authorization to the collector is automatically invalid;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(IX) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and related documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid. It is hereby announced.
Soliciter: Li Yao March 25, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Hybio Pharmaceutical Co.Ltd(300199)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the full text of the report of Hybio Pharmaceutical Co.Ltd(300199) independent directors on public solicitation of entrusted voting rights, the notice on convening the first extraordinary shareholders’ meeting in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, and have fully understood the relevant conditions of this solicitation of voting rights.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on voting rights solicitation of independent directors.
As the authorized principal, I / the company hereby authorize Hybio Pharmaceutical Co.Ltd(300199) independent director Li Yao to attend the first extraordinary general meeting of shareholders in Hybio Pharmaceutical Co.Ltd(300199) 2022 as my / the company’s agent, and exercise the right to vote on the matters to be considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
Remarks voting opinion proposal code proposal name
