Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022044 Sichuan Kelun Pharmaceutical Co.Ltd(002422)
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 false records, misleading statements or major omissions.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company") the 11th meeting of the seventh board of directors was held on April 7, 2022. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted. The meeting decided to convene the 2021 annual general meeting of shareholders on May 5, 2022. Now the relevant matters of the general meeting of shareholders are announced as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders
2. Convener of the general meeting of shareholders: the board of directors of the company
3. The convening of this shareholders' meeting is legal and compliant, and complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting:
On site meeting time: 15:00 PM, May 5, 2022
Online voting time: the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on May 5, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on May 5, 2022.
5. Convening method of the meeting: the shareholders' meeting is held by combining on-site voting and online voting.
The company will use the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during online voting time. Shareholders of the company can only choose one of the on-site or online voting methods. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: April 27, 2022
7. Attendees:
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date.
As of the closing of the afternoon of April 27, 2022, the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the shareholders' meeting. If the shareholder is unable to attend the meeting, he can entrust an agent in writing to attend the meeting and exercise the voting right on his behalf (see Annex 2 for the power of attorney), and the shareholder's agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Lawyers employed by the company and other personnel invited by the board of directors of the company.
8. Venue of on-site meeting: Sichuan Kelun Pharmaceutical Co.Ltd(002422) (No. 36, Baihua West Road, Qingyang District, Chengdu)
2、 Matters considered at the meeting
Proposal code table of this shareholders' meeting
remarks
The ticked column code item of the proposal name column can be voted
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 work report of the board of directors in 2021 √
2.00 work report of the board of supervisors in 2021 √
3.00 proposal on reviewing the annual report and summary of the company in 2021 √
4.00 final financial statement report of 2021 √
5.00 proposal on 2021 profit distribution plan √
6.00 proposal on the renewal of the company's accounting firm in 2022 √
7.00 proposal on the expected daily related party transactions of the company in 2022 √
8.00 proposal on the financing of the company and its subsidiaries (branches) to banks and other financial institutions √
9.00 proposal on the company issuing debt financing instruments of non-financial enterprises √
10.00 proposal on the company's bill pool business √
11.00 proposal on Amending the management system for the use of raised funds √
12.00 proposal on adjusting the purpose of some repurchased shares and canceling √
13.00 proposal on matters related to the purchase of financial products by the company and its subsidiaries (branches) with their own funds √
14.00 proposal on the estimation of guarantee amount for subsidiaries √
15.00 about Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (II √)
The second revised draft) and its abstract
16.00 assessment management on the implementation of Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan √
Proposal on measures (Revised Version)
17.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive √
18.00 about Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 employee stock ownership plan (Revised Draft) and √
The motion of its summary
19.00 management measures for employee stock ownership plan in Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 (Revised Version) √
Motion
20.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's employee stock ownership plan in 2021 √
21.00 proposal on reducing registered capital √
22.00 proposal on Amending the articles of association √
23.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
24.00 proposal on Amending the rules of procedure of the board of directors √
25.00 proposal on Amending the rules of procedure of the board of supervisors √
26.00 proposal on Amending the working system of independent directors √
27.00 proposal on Amending the related party transaction system √
explain:
(1) The above proposals to be considered by the board of directors or the board of supervisors have been considered and adopted at the sixth meeting of the seventh board of directors, the seventh meeting of the seventh board of directors, the tenth meeting of the seventh board of directors, the eleventh meeting of the seventh board of directors, the fourth meeting of the seventh board of supervisors, the fifth meeting of the seventh board of supervisors and the seventh meeting of the seventh board of supervisors. For details, see the company's report on November 30, 2021 On December 8, 2021, March 16, 2022 and April 11, 2022, it was published in securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) Announcement documents.
(2) In accordance with the requirements of the articles of association and the rules of procedure of the general meeting of shareholders, the proposals considered at this meeting will vote on small and medium-sized investors (including shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company), and the results of the separate vote counting will be disclosed in a timely manner.
(3) The proposals 12, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25 of the annual general meeting of shareholders are special resolutions, which need to be passed by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
(4) According to the provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, if the above proposals involve related party transactions, the relevant related shareholders must avoid voting, and such shareholders shall not accept the entrustment of other shareholders to vote on such proposals. For details of relevant matters, please refer to the company's securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) on December 8, 2021 and April 11, 2022 The Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revised Version) and its abstract, the measures for the administration of the implementation and assessment of Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Revised Version), the Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 employee stock ownership plan (Revised Version) and its abstract, the measures for the administration of Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 employee stock ownership plan (Revised Version) Announcement on the expected daily related party transactions of the company in 2022 and other relevant announcements.
(5) According to the relevant provisions of the measures for the administration of equity incentive of listed companies, when a listed company holds a general meeting of shareholders to review the equity incentive plan, the independent directors of the listed company shall solicit voting rights from all shareholders of the company. Mr. Ren Shichi, the independent director of the company, as the collector, has collected voting rights from all shareholders of the company for the above proposal on equity incentive plan. For details, please refer to the company's website (www.cn. Info. Com. CN.) on April 11, 2022 Announcement of independent directors on public solicitation of voting rights disclosed. At the same time, the collector solicits the shareholders' voting opinions on the proposals that have not been solicited for voting rights. The collector or his agent can vote on the proposals that have not been solicited for voting rights in the power of attorney for public solicitation of voting rights by independent directors or vote separately; If the solicited person specifies the voting opinions of the proposal that has not been solicited in the power of attorney for public solicitation of voting rights of independent directors, the soliciter will vote on behalf of the solicited person according to the voting opinions of the solicited person. If the solicited person or his agent does not specify the voting opinions in the power of attorney for public solicitation of voting rights of independent directors and does not vote separately, it will be deemed that he has waived the voting rights of the proposal that has not been solicited.
In addition, the shareholders' meeting will hear the 2021 annual report of independent directors.
3、 Measures for registration of on-site attendance at the general meeting of shareholders
1. Meeting registration time: April 28 and 29, 2022
9:00 – 11:30 am, 1:30 – 4:30 PM
2. Place of registration: No. 36, Baihua West Road, Qingyang District, Chengdu Sichuan Kelun Pharmaceutical Co.Ltd(002422) Board Office
Mailing address: Office of Sichuan Kelun Pharmaceutical Co.Ltd(002422) board of directors, No. 36, Baihua West Road, Qingyang District, Chengdu (please indicate "general meeting" on the letter)
Post code: 610071
Fax
