Securities code: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) securities abbreviation: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) No.: 2022030
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Notice on convening the 2021 annual general meeting of shareholders
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders at the 26th meeting of the Fifth Board of directors on March 25, 2022. The relevant matters of the general meeting of shareholders are hereby notified as follows:
1、 Basic information of the meeting
(I) session: 2021 annual general meeting of shareholders
(II) convener of the meeting: the 5th board of directors of the company
On March 25, 2022, the 26th meeting of the 5th board of directors of the company deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders.
(III) legality and compliance of the meeting: the convening of the general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association. (IV) meeting time:
On site meeting time: 14:30 PM, April 18, 2022
Online voting time:
The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on April 18, 2022; Through the Internet voting system of Shenzhen Stock Exchange, the voting time is from 9:15 a.m. to 15:00 p.m. on April 18, 2022.
(V) convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
The company will provide online voting platform to all shareholders through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first valid voting result shall prevail.
According to the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies on Shenzhen Stock Exchange (revised in 2020), the securities companies holding the credit transaction guarantee securities accounts of margin trading customers, qualified foreign institutional investors (QFII), Hong Kong Central Clearing Co., Ltd. holding Shenzhen Stock connect shares and other collective account holders or nominal holders who need to solicit the voting opinions of the principals or actual holders before exercising their voting rights, They shall vote through the Internet voting system after soliciting opinions, and shall not vote through the trading system; The details shall be implemented in accordance with the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions.
(VI) equity registration date: April 11, 2022
(VII) attendees
1. Shareholders holding shares of the company or their agents on the equity registration date:
That is, at the closing of the afternoon of the equity registration date (April 11, 2022), all shareholders of the company registered in the clearing company have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote (the power of attorney is attached). The shareholder agent does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company.
3. A lawyer employed by the company.
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) venue of the on-site meeting: the company meeting room on the 37th floor of the main building of Lvjing Plaza, 6009 Shennan Avenue, Futian District, Shenzhen
2、 Matters considered at the meeting
(I) matters to be considered
Table 1 proposal name and proposal code of this shareholders’ meeting
Proposal remarks
The ticked column code item of the proposal name column can be voted
100 total proposals: all proposals √
1.00 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual work report of the board of directors √
2.00 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual work report of the board of supervisors √
3.00 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual report and report summary √
4.00 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual profit distribution plan √
5.00 proposal on reappointment of the company’s audit institution in 2022 √
6.00 proposal on changing the registered address and business scope of the company and amending the articles of association √
7.00 proposal on capital increase and share expansion of biological medical subsidiary and introduction of strategic investors √
8.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
9.00 proposal on Amending the rules of procedure of the board of directors √
10.00 proposal on Amending the rules of procedure of the board of supervisors √
(II) other instructions
The matters discussed at this meeting comply with laws, regulations, departmental rules, normative documents and the articles of association, and are legal and complete.
According to the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the above proposals IV and V belong to major matters affecting the interests of small and medium-sized investors. The company will separately count and disclose the voting of small and medium-sized investors, that is, shareholders who individually or jointly hold more than 5% of the shares of the company, directors, supervisors and senior managers of the company.
Proposals 6, 8, 9 and 10 will be submitted as special proposals to the general meeting of shareholders for deliberation, which will be adopted by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The independent directors of the company will report on their duties at the annual general meeting of shareholders.
According to the articles of association and other relevant provisions, the proposal of this meeting shall be voted by non cumulative voting system. (III) disclosure
The above proposals 1, 3, 4, 5, 6, 7, 8 and 9 were deliberated and adopted at the 26th meeting of the 5th board of directors, and the proposals 2 and 10 were deliberated and adopted at the 20th meeting of the 5th board of supervisors; Proposals 4 and 5 have been approved and expressed independent opinions by independent directors in advance. For details, please refer to China Securities Times on February 29, 2023 and www.cninfo.com info. com. cn. The announcement on the resolution of the 26th meeting of the 5th board of directors, the announcement on the resolution of the 20th meeting of the 5th board of supervisors, the summary of the 2021 annual report, the announcement on the proposed renewal of the 2022 audit institution, the announcement on the capital increase and share expansion of the subsidiary biomedicine and the introduction of strategic investors, as well as the announcement published on www.cn info. com. cn. The annual report of 2021, the work report of the board of supervisors in 2021, the amendment to the articles of association, the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, and the independent opinions of independent directors on relevant matters of the company.
The report on the work of independent directors is published on www.cninfo.com on March 29, 2022 info. com. cn. Report on the work of independent directors in 2021.
3、 On site meeting registration method
(I) registration time: April 13, 2022 (9:00-11:30 am; 13:30-17:00 PM); (II) place of registration and place of delivery of power of attorney: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (37th floor, main building, Lvjing Plaza, 6009 Shennan Avenue, Futian District, Shenzhen). Please indicate the words “general meeting of shareholders” in the letter.
(III) registration method:
1. If individual shareholders attend the meeting in person, they shall fill in the shareholder registration form and show their stock account card, personal ID card or other valid certificates or certificates that can indicate their identity; If a proxy is entrusted to attend the meeting, the proxy shall also show the power of attorney of the shareholder and the valid ID card of the proxy to go through the registration formalities. 2. The legal representative or the agent entrusted by the legal representative (or the person authorized by the resolution of the board of directors and other decision-making bodies of the legal person shareholder) shall attend the meeting. If the legal representative attends the meeting, he / she shall fill in the shareholder registration form and show the stock account card, his / her ID card and valid certificate proving his / her qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall also present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law (or the authorization document of the board of directors and other decision-making bodies of the legal person shareholder).
3. Non local shareholders can register at the above time by fax or written letter. Fax or written letter shall be subject to the time of arrival at the company, and telephone registration is not accepted.
4. In order to resolutely implement the decision-making and deployment of the Party Central Committee and the State Council, actively respond to the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on doing a good job in the protection of small and medium-sized investors in special periods, and reduce the risk of public health and personal infection, it is suggested that investors give priority to online voting to participate in this shareholders’ meeting. If you dial 075583867888 for this, the company will answer it in time.
5. The on-site meeting of the general meeting of shareholders of the company is held in Futian District, Shenzhen City, Guangdong Province. The shareholders attending the meeting must pay attention to and comply with the regulations and requirements of Shenzhen City on declaration, isolation and observation of health status in advance. The company will strictly comply with the epidemic prevention and control requirements of relevant government departments, and implement epidemic prevention and control measures such as prior participation registration, body temperature monitoring and epidemic prevention information declaration for on-site shareholders. Shareholders who fail to register in advance according to the registration time, have symptoms such as fever, do not wear masks as required, or fail to comply with the relevant provisions and requirements of epidemic prevention and control will not be able to enter the site of the shareholders’ meeting. In view of the current epidemic prevention and control situation and policies may change at any time, shareholders attending the meeting must confirm the latest epidemic prevention requirements before traveling to ensure smooth participation.
4、 Specific operation process of participating in online voting
At this general meeting of shareholders, shareholders can vote through the trading system of Shenzhen Stock Exchange and the Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
5、 Other matters
1. Permanent contact for conference affairs
(1) Name: Yang Jianfeng
(2) Tel: 075583867888
(3) Postal Code: 518040
(4) Email: [email protected].
2. All shareholders attending the on-site meeting shall bear their own accommodation and transportation expenses.
3. Shareholders attending the on-site meeting are requested to take personal protective measures, show effective dynamic health code, travel card, etc., and cooperate with on-site staff in temperature monitoring and necessary disinfection measures. When the meeting is held, please wear masks and keep the necessary seating distance.
4. The power of attorney is valid for newspaper cutting, copying or self-made according to the following format.
6、 Documents for future reference
(I) resolutions of the 26th meeting of the 5th board of directors;
(II) other documents required by SZSE.
It is hereby announced
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) board of directors
March 29, 2002 Annex I
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 362294.
2. Voting abbreviation: Xinli voting.
3. Fill in the voting opinions.
This proposal is a non cumulative voting proposal. For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on April 18, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on April 18, 2022 and ends on April 18, 2022
