Yifan Pharmaceutical Co.Ltd(002019)
Amendment to the rules of procedure of the general meeting of shareholders
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and the listed company
Guidelines for the articles of association, rules for the general meeting of shareholders of listed companies, guidelines for the governance of listed companies, Shenzhen Securities Exchange
The stock listing rules of the exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - main board
The provisions of laws, administrative regulations, departmental rules and the articles of association, such as the "standardized operation of listed companies", are proposed to
The relevant provisions of the rules of procedure of the general meeting of shareholders have been revised, and the revision of the rules of procedure of the general meeting of shareholders is still pending
It needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. The specific amendments are as follows:
Before revision of serial number
Article 1.1 in order to regulate Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as "the company"), Article 1 is to regulate the company's behavior, ensure the working order and behavior of the general meeting of shareholders of the company in accordance with the company law of the people's Republic of China, exercise functions and powers in accordance with the people's law of the people's Republic of China, and safeguard the legitimate rights and interests of the company and shareholders The company law of the people's Republic of China (hereinafter referred to as the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and the law of Shenzhen Stock Exchange), the securities law of the people's Republic of China (hereinafter referred to as the securities 1 market rules (hereinafter referred to as the Listing Rules) and the securities law of Shenzhen Stock Exchange), the rules of the general meeting of shareholders of listed companies These rules of procedure are hereby formulated in accordance with the relevant provisions of the guidelines for the standardized operation of listed companies and companies listed on the small enterprise board (hereinafter referred to as the standardized operation and governance standards, the stock listing rules of Shenzhen Stock Exchange, and the Shenzhen guidelines) and the Yifan Pharmaceutical Co.Ltd(002019) articles of Association (hereinafter referred to as the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - the main articles of association). These rules are formulated in accordance with the provisions of laws, administrative regulations, normative documents and the articles of association of the company.
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. Article 4.1 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held at the previous accounting 2 meeting. The annual general meeting of shareholders shall be convened once a year and shall be held within six months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held within 6 months after the end of the irregular period. When an extraordinary general meeting of shareholders is required to be held in accordance with Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within two months.
Article 6.7 the notice of the shareholders' meeting shall include the following contents:
(I) date, place and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation;
(III) explain in obvious words: all shareholders have the right to attend the shareholders' meeting. Article 18 the notice of the shareholders' meeting shall specify the time and place of the meeting, and may entrust an agent to attend the meeting and vote. The shareholder shall be represented and the equity registration date shall be determined. The manager between the date of equity registration and the date of the meeting need not be a shareholder of the company. The interval between shall not be less than 2 trading days and not more than 7 trading days. (IV) the equity registration date of shareholders entitled to attend the general meeting of shareholders (equity registration date). Once the equity registration date is confirmed, it shall not be changed.
The interval between the date of the meeting and the date of the meeting shall not be more than 7 working days);
(V) the time and place of service of the power of attorney for voting;
(VI) name and telephone number of permanent contact person for conference affairs.
Article 20 the company shall convene the general meeting of shareholders at its domicile or other places determined in the notice of the general meeting of shareholders.
Article 7.0 the general meeting of shareholders of the company shall be held in the form of on-site meeting in the place where the company is domiciled or in the place specified in the articles of association. The general meeting of shareholders shall be held in public. The company will also provide the way of online voting for shareholders to participate in the general meeting of shareholders. The general meeting of shareholders should set up a venue and be held in the form of on-site meeting, which should be convenient. If shareholders attend the general meeting of shareholders in the above ways, they shall be deemed to attend in accordance with laws, administrative regulations, CSRC or the articles of association.
4. The selection of time and place for shareholders to participate in the on-site meeting through safe, economic and convenient network or other means shall be convenient for shareholders to participate. To facilitate the general meeting of shareholders. Shareholders who attend the general meeting of shareholders in the above ways and give the notice of the general meeting of shareholders, without justified reasons, shall be deemed to have attended the on-site meeting of the general meeting of shareholders. The meeting place shall not be changed. If it is really necessary to change, the convener shall announce and explain the reasons at least 2 working days before the date of the on-site meeting. Shareholders may attend the shareholders' meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 21 the company shall clearly specify in the notice of the general meeting of shareholders the starting time, voting time and voting procedures of the general meeting of shareholders by network or other means in article 7.2.
It shall not be earlier than 3:00 p.m. of the day before the on-site shareholders' meeting, and the starting time of online or other voting of the shareholders' meeting shall not be earlier than 5, but later than 9:30 a.m. of the day when the on-site shareholders' meeting is held, and its ending time shall not be later than 9:15 a.m. of the day when the on-site shareholders' meeting is held, nor later than 3:00 p.m. of the day when the on-site shareholders' meeting is ended. At 9:30 a.m. on the day of the shareholders' meeting, the closing time shall not be earlier than 3:00 p.m. on the day of the conclusion of the shareholders' meeting.
Article 31 when a shareholder is related to the matters to be considered at the general meeting of shareholders, he shall withdraw from voting, and the shares with voting rights held by him shall not be included in the total number of shares with voting rights attending the general meeting of shareholders.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner.
Article 7.6 the board of directors, independent directors and listed companies issued on behalf of the company hold their own shares without voting rights, and shareholders with more than 10% of the total number of voting shares of these shares can be included in the total number of voting shares attending the general meeting of shareholders under the following conditions.
Shareholders of the company solicit their votes at the general meeting of shareholders: if a shareholder's purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, The part exceeding the specified proportion (I) has appropriate reasons and basis to solicit the voting rights of shareholders, and fully disclose relevant information to the shareholders who are not allowed to exercise the voting rights within 36 months after the purchase of the shares. And shall not be included in the total number of shares with voting rights attending the general meeting of shareholders. (II) the solicitation of voting rights shall be conducted free of charge. The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 7.18 when voting on the election of directors and supervisors at the general meeting of shareholders, Article 32 the cumulative voting system shall be implemented for the election of directors and supervisors at the general meeting of shareholders, that is, each voting share shall have the same voting rights as the number of directors and supervisors at the time of voting according to the provisions of the articles of association or the resolution of the general meeting of shareholders. Shareholders can freely vote in the directors and implement the cumulative voting system. The voting rights of a single shareholder and its persons acting in concert shall be distributed among the candidates for directors and supervisors. The voting rights can be distributed among multiple people. Companies with 30% or more of the shares with interests can also vote in one person. The cumulative voting system shall be adopted according to the number of votes obtained by the candidates for directors and supervisors. If the number of directors or supervisors to be elected by the shareholders' meeting is greater than the number of ordinary shares or supervisors to be elected by the shareholders' meeting, it means that the number of directors or supervisors to be elected by the shareholders' meeting shall be in accordance with the order of voting. If the number of directors or supervisors to be elected by the shareholders' meeting is greater than the number of ordinary shares or supervisors to be elected by the shareholders' meeting
... with the same voting rights, the voting rights owned by shareholders can be used centrally.
Article 36 shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain (except for the positive voting system submitted for voting in accordance with Article 7.22). As the stock proposal of Shenzhen Hong Kong stock connect, the securities registration and clearing institution shall express one of the following opinions: agree, oppose or abstain. Nominal holder of, in accordance with
