Stock Code: Yifan Pharmaceutical Co.Ltd(002019) stock abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022042 Yifan Pharmaceutical Co.Ltd(002019)
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.
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”) decided at the 23rd Meeting of the 7th board of directors to convene the 2021 annual general meeting of shareholders on Friday, May 6, 2022.
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
The 23rd Meeting of the 7th board of directors held on April 11, 2022 deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders with 8 votes in favor, 0 votes against and 0 abstentions.
3. Legality and compliance of the meeting
The convening of this general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Date and time of the meeting
Time of on-site meeting: from 1:30 pm on May 6, 2022
Time of online voting: May 6, 2022
The voting time of Shenzhen stock exchange is from 13:00 a.m. to 15:30 p.m. on May 9, 2029, and the specific voting time is from 6:00 a.m. to 15:30 p.m. on May 9, 2029;
Online voting will be conducted through the Internet voting system of Shenzhen Stock Exchange from 9:15 a.m. to 15:00 p.m. on May 6, 2022.
5. Meeting mode: this meeting is held by combining on-site voting and online voting. The company will provide online voting platform to the shareholders of the company through the trading system and Internet voting system of Shenzhen Stock Exchange. The shareholders of the company can exercise their voting rights through the trading system or Internet voting system of Shenzhen stock exchange during the above online voting time.
Shareholders of the company can only choose one of on-site voting and online voting. If the same shareholder’s account is voted repeatedly in the above two ways, the first voting result shall prevail; Online voting includes two voting methods: securities trading system and Internet system. If the same shareholder’s account votes repeatedly through two network methods, the first valid vote shall prevail.
6. Equity registration date of the meeting: April 26, 2022
7. Meeting attendees
(1) Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
At the closing of the afternoon of April 26, 2022 on the equity registration date, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company (see Annex 2 for the temsector of power of attorney). The proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan (April 2022) deliberated at the general meeting of shareholders requires affiliated shareholders interested in the above proposal to avoid voting. At the same time, such shareholders cannot accept the entrustment of other shareholders to vote.
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyer employed by the company.
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: the meeting room of Hefei Yifan biopharmaceutical Co., Ltd. at the intersection of Lingyun road and Wenshan Road, Taohua Town, Feixi County, Hefei City, Anhui Province.
2、 Matters considered at the meeting
Proposal code of this shareholders’ meeting
remarks
Bill code bill name the checked column can vote
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 company’s 2021 annual financial statement report √
4.00 annual report of the company in 2021 √
5.00 proposal on the company’s profit distribution plan for 2021 √
Application for credit line from financial institutions by companies and holding companies √
6.00 and proposal on the guarantee amount within the scope of the company’s consolidated statements
The re employment of Lixin Certified Public Accountants (special general partnership) is √
7.00 proposal of the company’s audit institution in 2022
Special √ on the deposit and use of raised funds in 2021
8.00 Report
9.00 repurchase and cancellation of 2019 restricted stock incentive plan √
Proposal on restricted shares (June 2021)
10.00 repurchase and cancellation of 2019 restricted stock incentive plan √
Proposal on restricted shares (November 2021)
11.00 repurchase and cancellation of 2019 restricted stock incentive plan √
Proposal on restricted shares (January 2022)
12.00 repurchase and cancellation of 2019 restricted stock incentive plan √
Proposal on restricted shares (April 2022)
13.00 proposal on reducing registered capital and amending the articles of association √
14.00 proposal on Amending the rules of procedure of the general meeting of shareholders √
15.00 proposal on Amending the rules of procedure of the board of directors √
16.00 proposal on Amending the working system of independent directors √
17.00 proposal on Amending the measures for the administration of raised funds √
18.00 proposal on Amending the decision-making system of connected transactions √
19.00 proposal on Amending the investment management system √
20.00 proposal on Amending the rules of procedure of the board of supervisors √
21.00 proposal on adjusting the company’s organizational structure √
Cumulative voting proposal
22.00 proposal on the election of non independent directors of the board of directors: 5 persons to be elected
22.01 elect Mr. Cheng Xianfeng as the director of the 8th board of directors of the company √
22.02 elect Mr. Zhou Benyu as the director of the 8th board of directors of the company √
22.03 elect Mr. Ye Yiqun as the director of the 8th board of directors of the company √
22.04 elect Mr. Lin Xing as a director of the eighth board of directors of the company √
22.05 elect Mr. Feng Deqi as the director of the 8th board of directors of the company √
23.00 proposal on the election of independent directors of the board of directors: 3 persons to be elected
23.01 elect Mr. genhong Cheng as the eighth director of the company √
Independent directors of the board of directors
23.02 elect Mr. Lei Xintu as an independent director of the eighth board of directors of the company √
23.03 elect Mr. Liu Hongquan as the independent director of the 8th board of directors of the company √
24.00 proposal on the general election of the board of supervisors of the company: 2 persons to be elected
24.01 elect Mr. Xu guohan as the supervisor of the 8th board of supervisors √
24.02 elect Ms. Zhang Lianchun as the supervisor of the 8th board of supervisors √
1. The independent directors of the company will report on their duties at the annual general meeting of shareholders.
2. Proposals 9, 10 and 11 have been deliberated and adopted at the 18th (Interim) meeting of the seventh board of directors, the 21st (Interim) meeting of the seventh board of directors and the 22nd (Interim) meeting of the seventh board of directors. Please check cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on repurchasing and cancelling some restricted stocks in 2019 restricted stock incentive plan (Announcement No.: 2021057), announcement on repurchasing and cancelling some restricted stocks in 2019 restricted stock incentive plan (Announcement No.: 2021090) and announcement on repurchasing and cancelling some restricted stocks in 2019 restricted stock incentive plan (Announcement No.: 2022003). For details of other proposals, the company published them in the securities times and cninfo on April 13, 2022（ http://www.cn.info.com.cn. ）The announcement on the resolution of the 23rd Meeting of the 7th board of directors and the announcement on the resolution of the 22nd Meeting of the 7th board of supervisors.
3. The company will vote on the above proposals by small and medium-sized investors and count the votes separately. Among them, proposals 6, 9, 10, 11, 12 and 13 in the above proposals are special resolutions, which must be passed by more than two-thirds of the total number of effective voting shares held by shareholders (including shareholder agents) attending the general meeting of shareholders.
4. Among the above proposals, proposals 22, 23 and 24 adopt the cumulative voting system. The number of election votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they have. In proposal 23, the qualification and independence of independent director candidates need to be filed and reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection.
3、 Meeting registration and other matters
(I) registration method: register on site, by letter, mail or fax.
(II) registration time: April 29, 2022 (8:30-11:30 a.m., 2:00-4:00 p.m.)
(III) registration place: Hefei Yifan biomedical Co., Ltd. at the intersection of Jinxiu Avenue and qinglongtan Road, economic development zone, Hefei, Anhui Province.
(IV) registration and attendance requirements
1. If the legal representative is present, the legal person shareholder shall present the copy of business license (with official seal), shareholding certificate, ID card of legal representative and qualification certificate of legal representative; If the authorized agent is present, it shall present the copy of business license (with official seal), certificate of shareholding, power of attorney of legal representative and legal representative
2. Individual shareholders shall register with their ID card or other valid certificates or certificates that can indicate their identity, stock account card and shareholding certificate; The authorized agent shall handle the registration with his / her valid ID card, power of attorney, copy of the client’s ID card, copy of stock account card and shareholding certificate.
(V) meeting contact information
Contact: Feng Deqi, Li Lei
Tel.: 055162672019, 055162652019
Contact email
