Zhuzhou Qianjin Pharmaceutical Co.Ltd(600479) 2022 first extraordinary general meeting of shareholders
Meeting materials
April 11, 2002
Data catalogue
1、 Agenda of the first extraordinary general meeting of shareholders in 2022 3 II. Notes to the first extraordinary general meeting of shareholders in 2022 5 III. voting method of the first extraordinary general meeting of shareholders in 2022 6 IV. proposals and contents
1. Proposal on Amending Some Provisions of the articles of Association 72. Proposal on by election of directors of the 10th board of directors of the company eleven
Zhuzhou Qianjin Pharmaceutical Co.Ltd(600479)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting arrangement
(I) on site meeting time: 10:00 am, April 11, 2022
Online voting time: 9:15-11:30 a.m. and 1:00-3:00 p.m. on April 11, 2022
(II) venue of the on-site meeting: meeting room (III) on the third floor of Zhuzhou Qianjin Pharmaceutical Co.Ltd(600479) No. 801, Zhuzhou Avenue, Tianyuan District, Zhuzhou City, Hunan Province. Method of meeting: this extraordinary general meeting adopts the combination of on-site voting and online voting. (IV) way of attending the general meeting of shareholders: shareholders of the company shall choose one of on-site voting and online voting. If there is repeated voting with the same voting right, the first voting result shall prevail.
（5） Equity registration date: April 1, 2022
2、 Presided over by: Chairman Jiang Duanyu III On site meeting process: (I) the host announces the meeting and introduces the shareholders present at the meeting; (II) the Secretary of the board of directors reads out the instructions for the first extraordinary general meeting of the company in 2022; (III) the Secretary of the board of directors reads out the voting measures for the first extraordinary general meeting of the company in 2022; (IV) the host nominates and passes the list of shareholders' representatives and supervisors who participate in the counting of votes at the meeting; (V) deliberation of proposal 1 Proposal on amending some articles of the articles of association 2 Proposal on the by election of directors at the 10th board of directors of the company (VI) the host asked whether the shareholders had any opinions on the above voting proposal. If there was no opinion, other questions other than the above proposal can be asked after voting. (VII) shareholders and their representatives vote on the proposal
(VIII) adjourn the meeting and count the on-site voting results. After the on-site voting, the staff will go to the backstage to count the votes and send the statistical results to the listed company service platform (IX) the lawyer will read out the witness opinion (x) the Secretary of the board of directors will read out the resolution of the general meeting of shareholders (XI) the host will announce the end of the meeting
Zhuzhou Qianjin Pharmaceutical Co.Ltd(600479)
Notes to the first 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 company's first extraordinary general meeting in 2022, and ensure the smooth progress of this meeting, these instructions are formulated in accordance with the articles of association, the normative opinions on the general meeting of shareholders of listed companies and relevant laws, regulations and provisions.
1、 The board of directors shall earnestly perform its statutory duties on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal procedures and efficiency of this meeting.
2、 The general meeting of shareholders shall set up a secretariat to be responsible for the procedure arrangement and affairs of the general meeting.
3、 Participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights according to law.
4、 Shareholders have the right to speak at the general meeting, but they should register with the Secretariat of the general meeting before the general meeting, fill in the registration form of speeches at the general meeting and submit the outline of speeches, otherwise the Secretariat has the right to refuse their requests for speeches.
5、 The Secretariat of the general meeting and the host shall arrange the shareholders to speak according to the specific situation of the meeting, and arrange the relevant personnel of the company to answer the questions raised by the shareholders. The host of the meeting shall master the time of speaking and answering the questions according to the situation.
6、 After the two proposals considered at this meeting are read out, the shareholders will express their opinions uniformly.
7、 During the meeting, please pay attention to the discipline of the venue, and turn off mobile phones and other communication tools or set them to silent state. Please call outside the venue under special circumstances.
Zhuzhou Qianjin Pharmaceutical Co.Ltd(600479) board of directors
April 11, 2022
Zhuzhou Qianjin Pharmaceutical Co.Ltd(600479)
On site voting method for the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of investors and ensure that shareholders exercise their voting rights in accordance with the law at the company's first extraordinary general meeting in 2022, the on-site voting measures for this general meeting are hereby formulated in accordance with the provisions of the company law and the articles of association.
1、 A total of two proposals were submitted to the general meeting of shareholders for deliberation. Among them, proposal 1 is a special resolution, and proposal 2 needs to be voted one by one. According to the provisions of the articles of association, the minimum number of votes for director candidates = half of the total number of shares represented by all shareholders attending the meeting.
2、 Cumulative voting is adopted for the election of directors at this meeting:
When electing directors, shareholders (including their proxies) exercise their voting rights based on the number of voting shares they represent, and each share has 2 votes.
Shareholders have complete autonomy when voting. They can vote all their voting rights in one candidate or in several candidates. They can use all their voting rights for voting or part of their voting rights for voting.
Shareholders shall vote within the limit of the number of election votes they have (and the product of the number of shares and the number of candidates). If a shareholder votes more than the number of election votes he has, his election votes for the proposal shall be deemed to have abstained.
3、 Shareholders shall vote on the proposals of this shareholders' meeting one by one:
When voting on proposal 1, any one of "agree", "oppose" and "abstain" behind the proposal shall be selected. The selection method shall be subject to "√" in the space corresponding to the selected item. Voting that does not meet this rule shall be deemed as abstaining. When voting on proposal 2, the number of affirmative votes shall be indicated after each director candidate.
4、 After the voting is completed, the shareholders are requested to hand over the voting votes to the staff in the field, so as to count the voting results in time.
5、 The votes shall be counted by two shareholder representatives, one supervisor and a lawyer with securities practice qualification.
Zhuzhou Qianjin Pharmaceutical Co.Ltd(600479) board of directors
April 11, 2022
Motion 1
Proposal on amending some articles of the articles of Association
Dear shareholders
According to the guidelines for the articles of association of listed companies (revised in 2022), the securities law, the company law and other relevant provisions, as well as the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, in combination with the actual situation of the company, in order to further improve the corporate governance structure, the articles of association are amended as follows:
Sn before and after modification
Article 6 the registered capital of the company is RMB
RMB 418507117.
429807117 yuan.
Article 19 the promoters of the company are the promoters of zhuzhouzhong company and the pharmaceutical companies that subscribe for shares; Zhuzhou branch of Hunan tobacco company; The number, mode and time of capital contribution are as follows:
China Industrial And Commercial Bank Of China Limited(601398) Zhuzhou trust and investment company. Subscribe
Contribution per sponsor share
2. Method time amount
650 August 1993
National share currency: RMB 10000 shares March 13
350 August 1993
Currency of corporate shares: RMB 10000 shares on January 13
Article 20 the total number of shares of the company is: Article 20 the total number of shares of the company is 418507117 shares. 429807117 shares.
Article 25 the company may purchase its own shares in accordance with Article 25 of the articles of association by means of public centralized trading, or in the circumstances specified in Item (VI) of laws and regulations and other ways approved by the CSRC. In case of 4 copies, it shall be carried out through other means of Public Acquisition of the centralized trading party company due to item (III) and (VI) of Article 24 of the articles of association, or under the circumstances specified in items (V) and (VI) approved by laws and regulations and the CSRC. The shares of the company shall be traded through public centralized trading.
Article 30 directors, supervisors and senior managers of the company, managers holding more than 5% of the company's shares and shareholders holding more than 5% of the company's shares will
Shareholders who buy the company's shares they hold, sell them within 6 months from the date of sale within 6 months after the purchase, or sell them out, or buy them again within 6 months after the sale, and buy them again within 6 months from the date of acquisition, the income obtained therefrom shall belong to the company, the income that should be recovered by the board of directors of the company shall belong to the company, and the board of directors of the company shall its income. However, securities companies recover their income from the purchase and sale of underwriting. However, the securities company holds more than 5% of the shares due to the remaining shares, and the securities company holds more than 5% of the after-sales remaining shares due to the purchase of medium underwriting, except under other circumstances specified by the CSRC.
If the shares are sold, the sale of the shares is not subject to 6 months
Time limit.
Article 41 the general meeting of shareholders is the authority of the company. It exercises the following functions and powers according to law; Institutions shall exercise the following functions and powers according to law;
(XV) review the equity incentive plan;
（15） Review the equity incentive plan and employee stock ownership plan;
Article 56 notice of shareholders' meeting Article 56 the notice of shareholders' meeting shall include the following contents:
If the general meeting of shareholders adopts the network or other means, the time of voting through the network or other means shall be clearly stated in the notice of the general meeting of shareholders, which shall not be earlier than the next network or other means voting time and 3:00 p.m. the day before the on-site general meeting of shareholders, and not later than 7:00 p.m. on the day of the on-site general meeting of shareholders. At 9:30 a.m. when voting online or by other means at the general meeting of shareholders, the end time shall not be earlier than the start time of the on-site general meeting of shareholders or 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
At 3:00 p.m. the day before the meeting, and no later than now
The shareholders' meeting was held at 9:30 a.m. on the day of its conclusion
The closing time shall not be earlier than the end of the on-site shareholders' meeting
3:00 pm that day.
Article 79 shareholders (including shareholders acting on behalf of Article 79 shareholders (including shareholders' proxies) shall represent
