Securities code: Novogene Co.Ltd(688315) securities abbreviation: Novogene Co.Ltd(688315) Novogene Co.Ltd(688315)
Materials of the second extraordinary general meeting of shareholders in 2022
April 2022
Notes to the second extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders and ensure the smooth progress of the general meeting, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules of the general meeting of shareholders of listed companies, the Novogene Co.Ltd(688315) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Novogene Co.Ltd(688315) general meeting of shareholders, Novogene Co.Ltd(688315) (hereinafter referred to as “the company”) hereby formulates the instructions for the general meeting of shareholders:
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the meeting, the meeting staff will carry out necessary verification of the identity of the attendees and ask the verified ones to cooperate.
2、 In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees are invited to arrive at the venue 30 minutes before the meeting to sign in and confirm their qualifications. After the commencement of the meeting, the registration of the meeting shall be terminated, and the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the number of voting rights held.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their proxies attend the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law. Shareholders and their agents attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
5、 Shareholders and their agents who request to speak at the on-site meeting of the general meeting of shareholders shall register with the meeting affairs group of the general meeting one day before the general meeting of shareholders. The moderator of the conference shall arrange the speeches according to the list and order provided by the conference affairs group.
Shareholders and shareholders’ agents who ask questions on site shall raise their hands according to the agenda of the meeting, and can ask questions only with the permission of the chairman of the meeting. When more than one shareholder and shareholder’s agent ask questions at the same time, those who raise their hands first ask questions first; When the order cannot be determined, the host shall designate the questioner.
During the meeting, only shareholders and their agents are allowed to speak or ask questions. Speeches or questions should be focused on the topics of this meeting, concise and concise, and the time should not exceed 5 minutes. When speaking or asking questions, it is necessary to state the name of shareholders and the total number of shares held. Each shareholder and shareholder’s agent shall speak or ask questions no more than 2 times.
6、 When shareholders and their agents request to speak or ask questions, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their agents. When voting at the general meeting of shareholders, shareholders and their agents will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them. 7、 The moderator may arrange directors, supervisors, senior managers and candidates for directors and supervisors to answer questions raised by shareholders. The moderator or relevant personnel designated by him or her have the right to refuse to answer questions that may disclose the company’s trade secrets and / or insider information and damage the common interests of the company and shareholders.
8、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders attending the meeting must sign their names on the votes. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters’ waiver of voting rights, and the voting results of their shares shall be counted as “waiver”.
9、 The on-site meeting of the general meeting of shareholders elected one shareholder representative, one supervisor as the vote counter, one shareholder representative and one lawyer as the vote supervisor to be responsible for the statistics and supervision of the voting situation and sign the voting results of the proposal.
10、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and issues the announcement of the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
11、 In addition to the invitation of shareholders, supervisors and other personnel to attend the general meeting of the company, they have the right to refuse the invitation of shareholders, supervisors and other personnel to attend the general meeting of the company in accordance with the law.
12、 The meeting was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
13、 During the meeting, participants should pay attention to maintaining the order of the venue, do not walk around at will, and adjust the mobile phone to the silent state. Personal recording, video recording and photography are not allowed during the meeting. Participants should leave the venue after the meeting without special reasons. The staff of the meeting have the right to stop the acts of interfering with the normal procedures of the meeting, making trouble or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.
14、 The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves. The company will not give gifts to shareholders participating in the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders participating in the general meeting of shareholders, so as to treat all shareholders equally.
15、 Please refer to the notice of Novogene Co.Ltd(688315) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022014) disclosed by the company on the website of Shanghai Stock Exchange on March 24, 2022 for the specific contents of the registration method and voting method of this general meeting of shareholders.
16、 Special reminder: during the prevention and control of covid-19 pneumonia, all shareholders are encouraged to participate in the meeting through online voting; If you really need to attend the meeting, please pay attention to and comply with the relevant regulations and requirements of covid-19 pneumonia epidemic prevention and control in Beijing in advance. The company will measure and register the temperature of shareholders and their agents on site in strict accordance with the relevant regulations and requirements of epidemic prevention and control. Only those with normal temperature can attend the meeting. Please cooperate; Please wear masks and other protective equipment on the day of the meeting. Please do a good job in personal protection.
Novogene Co.Ltd(688315)
Agenda of the second extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
(I) meeting time: 10:00 on April 8, 2022
(II) venue of the meeting: Multifunctional Hall on the first floor of Novogene Co.Ltd(688315) building 101, building 301, yard a, Jiuxianqiao North Road, Chaoyang District, Beijing (III) meeting voting method: combination of on-site voting and online voting (IV) online voting system, start and end date and voting time online voting system: online voting system of Shanghai Stock Exchange
Starting and ending time of online voting: from April 8, 2022 to April 8, 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.
2、 Convening of the meeting (I) convening of the meeting: Novogene Co.Ltd(688315) board of directors (II) meeting host: Chairman Li Ruiqiang III. meeting agenda (I) participants sign in, receive meeting materials, and shareholders register their statements (II) the host announces the beginning of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held (III) the host reads out the instructions to the general meeting of shareholders (IV) vote counting The scrutineer (V) deliberates the proposals of the meeting item by item
No. proposal name
1. Proposal on the company meeting the conditions for issuing shares to specific objects
2.00 proposal on the company’s plan to issue A-Shares to specific objects in 2022
2.01 type and par value of issued shares 2.02 issuing method and time
2.03 issuing object and subscription method 2.04 pricing base date, issuing price and pricing principle 2.05 issuing quantity 2.06 scale and purpose of raised funds 2.07 sales restriction period 2.08 listing place 2.09 arrangement of accumulated undistributed profits 2.10 validity period of issuance resolution
3 proposal on the company’s plan to issue A-Shares to specific objects in 2022
4 proposal on the demonstration and analysis report of the company’s A-share issuance scheme to specific objects in 2022
5 proposal on the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2022 6 proposal on the report on the use of funds raised by the company in the previous time
7 proposal on the company’s issuance of A-Shares to specific objects in 2022, diluted immediate return and filling measures and commitments of relevant subjects 8 proposal on the planning of shareholders’ dividend return in the next three years (20222024) 9 proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the issue of shares to specific objects
(VI) questions and answers of shareholders and shareholders’ agents attending the meeting
(VII) shareholders present at the meeting and their proxies vote on the proposal
(VIII) adjourn the meeting and make statistics of on-site voting results and consolidated online voting results
(IX) after the resumption of the meeting, the moderator shall read out the resolution of the general meeting of shareholders
(x) sign the documents of the general meeting of shareholders
（11） The witness lawyer read out the legal opinion
（12） The moderator declared the meeting closed
Novogene Co.Ltd(688315) board of directors April 8, 2022
Novogene Co.Ltd(688315)
Proposal of the second extraordinary general meeting of shareholders in 2022
Proposal 1:
Proposal on the company meeting the conditions for issuing shares to specific objects
Dear shareholders and their agents
In order to further promote the standardized, long-term and healthy development of the company, the company plans to raise funds by issuing shares to specific objects. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and the provisions of relevant laws, regulations and normative documents, the company conducted careful self-examination and demonstration item by item according to the actual situation and the requirements of relevant qualifications and conditions for listed companies on the science and innovation board to issue A-shares to specific objects, Consider that the company meets the conditions for issuing shares to specific objects. The above proposals have been deliberated and adopted at the 24th Meeting of the second board of directors and the 15th meeting of the second board of supervisors, and are now submitted to the general meeting of shareholders for deliberation.
Novogene Co.Ltd(688315) board of directors April 8, 2022
Novogene Co.Ltd(688315)
Proposal of the second extraordinary general meeting of shareholders in 2022
Proposal 2:
Proposal on the company’s plan to issue A-Shares to specific objects in 2022
Dear shareholders and their agents
In order to further promote the standardized, long-term and healthy development of the company, the company plans to raise funds by issuing shares to specific objects. The scheme of this stock issuance is as follows:
1. Types and par value of issued shares: domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2. Issuance method and time: this issuance is conducted by issuing to specific objects. The company will choose an opportunity to issue shares to specific objects within the validity period of the approval registration decision made by the CSRC.
3. Issuing object and subscription method:
The objects of this issuance shall not exceed 35, including securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors and other legal and natural persons in accordance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; As the issuing object, trust companies can only subscribe with their own funds.
The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders and the inquiry results after the issuance is reviewed and approved by the Shanghai Stock Exchange and approved by the CSRC. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail.
All issuers subscribe for the shares issued by the company in RMB cash at the same price. 4. Pricing base date, issue price and pricing principle:
The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The offering price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. After the application for this issuance has obtained the registration document of the CSRC, the final issuance price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities. According to the subscription quotation of this issuance, it shall be determined in accordance with the principle of price priority, but not lower than the above-mentioned issuance reserve price.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company’s shares is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment. During the period from the pricing base date to the issue date, in case of ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the company will issue shares to specific objects
