Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Materials of 2021 annual general meeting of shareholders
April, 2002
Information catalogue of 2021 annual general meeting of shareholders
Agenda arrangement of 2021 annual general meeting of shareholders 3 proposal 1: work report of the board of supervisors in 2021 5 proposal 2: proposal on electing Mr. Xing Zhiwei as the supervisor of the company 11 proposal 3: 2021 annual work report of the board of Directors 12 proposal 4: 2021 annual financial statement report 28 motion 5: profit distribution plan for 202135 motion 6: annual report of Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2021 (full text and abstract) 36 proposal 7: proposal on reviewing the Joincare Pharmaceutical Group Industry Co.Ltd(600380) internal control audit report issued by Zhitong Certified Public Accountants (special general partnership) 37 proposal 8: proposal on reviewing the special audit report on Joincare Pharmaceutical Group Industry Co.Ltd(600380) non operating fund occupation and other related fund transactions issued by Zhitong Certified Public Accountants (special general partnership) 38 proposal 9: proposal on adjusting the allowance of independent directors of the company Proposal 10: proposal on the company’s credit financing and providing guarantee for the financing of its subsidiaries 41 proposal 11: proposal on the company and its holding subsidiary Jiaozuo Joincare Pharmaceutical Group Industry Co.Ltd(600380) providing guarantee for Jinguan power loan 47 proposal 12: proposal on renewing the appointment of Grant Thornton Certified Public Accountants (special general partnership) as the annual audit accounting firm in 2022 Proposal 13: proposal on the company’s second phase shareholding plan (Draft) of the shareholding plan of medium and long-term business partners and its summary 51 proposal 14: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of the shareholding plan of the company’s medium and long-term business partners 52 listen to the work report of independent directors in 2021 fifty-three
Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Agenda arrangement of 2021 annual general meeting of shareholders
1、 On site meeting time: 14:00, May 18, 2022
2、 Online voting time: May 18, 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 the general meeting of shareholders
9:15-15:00 on the day of the meeting.
3、 Venue: No. 2 meeting of Joincare Pharmaceutical Group Industry Co.Ltd(600380) Pharmaceutical Group, No. 17, Langshan Road, North District, high tech Zone, Nanshan District, Shenzhen
Discussion room
4、 Meeting mode: the combination of on-site voting and online voting
Specific agenda of the meeting
In the first item, the host announces the beginning of the meeting, and in the second item, the host introduces the relevant personnel participating in the meeting
The third item is to consider the following meeting proposals: Reporter
1. Work report of the board of supervisors in 2021 Yu Xiaoyun
2 proposal on electing Mr. Xing Zhiwei as the supervisor of the company Zhao Fengguang
3 work report of the board of directors in 2021 Zhu Baoguo
4. Financial final accounts report of 2021 Qiu Qingfeng
5. Profit distribution plan for 2021 Qiu Qingfeng
6. Zhao Fengguang of Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2021 annual report (full text and abstract)
7 proposal on reviewing the Joincare Pharmaceutical Group Industry Co.Ltd(600380) internal Qiu Qingfeng control audit report issued by Zhitong Certified Public Accountants (special general partnership)
8 proposal on reviewing the special audit report on the summary sheet of non operating capital occupation and other related capital transactions of Joincare Pharmaceutical Group Industry Co.Ltd(600380) Pharmaceutical Group Co., Ltd. Qiu Qingfeng company issued by Zhitong Certified Public Accountants (special general partnership)
9. Proposal on adjusting the allowance of independent directors of the company Zhao Fengguang
10 proposal on the company’s credit financing and providing financing guarantee for its subsidiaries Qiu Qingfeng
11 proposal on the company and its holding subsidiary Jiaozuo Joincare Pharmaceutical Group Industry Co.Ltd(600380) providing guarantee for Jinguan power loan Zhao Fengguang
12 proposal on renewing the appointment of Zhitong Certified Public Accountants (special general partnership) as the annual audit certified public accountants in 2022 Qiu Qingfeng
13. Proposal on the company’s phase II shareholding plan (Draft) of the shareholding plan of medium and long term business partners and its summary Zhao Fengguang
14. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to Zhao Fengguang in the second phase of the shareholding plan of the company’s medium and long-term business partners
Item 4 listen to the work report of independent directors in 2021
In the fifth question and answer session, in the sixth item, the host announced the number of shareholders and agents attending the meeting and the total number of voting shares held
In Item 7, the moderator reads out the voting rules and the scrutineer checks the ballot box. In item 8, the shareholders vote on the proposal. In Item 9, the moderator reads out the voting results
Item 10 the lawyer read out the legal opinion of the 2021 annual general meeting of shareholders
Item 11 the moderator declared the meeting closed
Motion 1
Review the work report of the board of supervisors in 2021
Dear shareholders and their agents
On behalf of all supervisors, Mr. Yu Xiaoyun, chairman of the board of supervisors of the company, summarized the work of the board of supervisors of the company in 2021. In accordance with the relevant provisions of the company law and the articles of association, it is hereby submitted to the general meeting of shareholders of the company for deliberation.
Appendix: Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2021 annual work report of the board of supervisors
This proposal has been deliberated and adopted at the 8th meeting of the 8th board of supervisors of the company. In accordance with the relevant provisions of the company law and the articles of association, it is hereby submitted to the general meeting of shareholders of the company for deliberation.
All shareholders and their proxies are invited to review!
Joincare Pharmaceutical Group Industry Co.Ltd(600380)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company performed its duties in strict accordance with the company law and the articles of association and the attitude of being responsible to all shareholders. During the reporting period, the board of supervisors of the company held a total of 15 meetings, deliberated 33 proposals, actively attended or attended the board of directors and shareholders’ meeting, inspected the company’s finance, and supervised the behavior of directors and senior managers in performing their duties of the company.
On behalf of the company’s board of supervisors, I, Yu Xiaoyun, chairman of the board of supervisors, hereby report the overall work of the company’s board of supervisors in 2021 as follows:
1、 Meetings of the board of supervisors of the company in 2021
During the reporting period, the company held a total of 15 meetings of the board of supervisors. The deliberations of the meeting are as follows:
1. On February 9, 2021, the company held the 32nd meeting of the 7th board of supervisors in the form of communication voting. The meeting considered and adopted the proposal on terminating the company’s non-public offering of shares in 2020, the proposal on signing the termination agreement of conditional effective share subscription agreement and strategic cooperation agreement between the company and the subscribers, and the proposal on share repurchase scheme by centralized bidding transaction one by one;
2. On March 29, 2021, the company held the 33rd meeting of the 7th board of supervisors in the form of on-site meeting. The meeting reviewed and approved the work report of the board of supervisors in 2020, the profit distribution plan in 2020, the opinions on Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2020 annual report (full text and abstract), and the opinions on Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2020 self-evaluation report on risk management and internal control Social responsibility report of Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2020, opinions on the proposal on daily related party transactions between Jiaozuo Joincare Pharmaceutical Group Industry Co.Ltd(600380) and Jinguan power, the holding subsidiary, special report on the deposit and actual use of raised funds in Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2020, the proposal on the extension of some investment projects with raised funds, and the proposal on the change of accounting policies;
3. On April 22, 2021, the company held the 34th meeting of the 7th board of supervisors in the form of communication voting, deliberated and adopted the opinions on Joincare Pharmaceutical Group Industry Co.Ltd(600380) 2021 first quarter report (full text and text) and the opinions on purchasing responsibility for the directors, supervisors and senior managers of the company
Proposal on insurance;
4. On May 7, 2021, the company held the 35th meeting of the seventh board of supervisors in the form of communication voting. The meeting deliberated and adopted the proposal on the development of futures hedging business by Livzon Pharmaceutical Group Inc(000513) holding subsidiaries; 5. On June 10, 2021, the company held the 36th meeting of the 7th board of supervisors in the form of communication voting. The meeting deliberated and adopted the proposal on Amending Some Provisions of the rules of procedure of the board of supervisors, the proposal on increasing the investment mode of raised funds for raised investment projects, and the proposal on the company’s phase I shareholding plan (Draft) of the shareholding plan of medium and long-term business partners and its summary;
6. On June 25, 2021, the company held the 37th meeting of the 7th board of supervisors in the form of communication voting, which deliberated and adopted the proposal on adjusting the exercise price of the company’s 2018 stock option incentive plan; 7. On July 29, 2021, the company held the 38th meeting of the 7th board of supervisors in the form of communication voting, which deliberated and adopted the proposal on carrying out foreign exchange derivatives trading business;
8. On August 10, 2021, the company held the 39th meeting of the seventh board of supervisors in the form of communication voting, deliberated and adopted the proposal on canceling some of the 2018 stock options granted to companies that have not yet exercised their rights, the proposal on the general election of the board of supervisors and the election of supervisors of the eighth board of supervisors of the company, and the proposal on adjusting the allowance of supervisors of the company;
9. On August 25, 2021, the company held the 40th meeting of the 7th board of supervisors in the form of communication voting, deliberated and adopted the opinions on the semi annual report of 2021 and its summary, the special report on the deposit and actual use of the company’s raised funds in the first half of 2021, and the proposal on the achievement of the exercise conditions in the second exercise period reserved for the grant of stock option incentive plan in 2018;
10. On August 27, 2021, the company held a meeting of the 8th board of supervisors in the form of communication voting, deliberated and adopted the proposal on electing the chairman of the 8th board of supervisors of the company;
11. On October 26, 2021, the company held the second meeting of the 8th board of supervisors in the form of communication voting
Deliberated and adopted the opinions on Joincare Pharmaceutical Group Industry Co.Ltd(600380) report for the third quarter of 2021, see 1 and 2; On November 15, 2021, the company held three meetings of the eighth session of the board of supervisors in the form of communication voting, deliberated and passed the proposal on canceling some stock options of the 2018 stock option incentive plan and expressed opinions on the proposal on adjusting the forecast of daily connected transactions between Jiaozuo Joincare Pharmaceutical Group Industry Co.Ltd(600380) and Jinguan power, a holding subsidiary;
13. On November 29, 2021, the company held four meetings of the eighth board of supervisors in the form of communication voting, deliberated and passed the proposal on the achievement of exercise conditions in the third exercise period first granted by the 2018 stock option incentive plan;
14. On December 6, 2021, the company held five meetings of the eighth board of supervisors in the form of communication voting, deliberated and adopted the plan on repurchase of shares of the company by means of centralized bidding transaction item by item;
15. On December 30, 2021, the company held six meetings of the eighth board of supervisors in the form of communication voting, deliberated and adopted the proposal on using idle raised funds to temporarily supplement working capital.
During the reporting period, the members of the board of supervisors of the company also attended or attended the board of directors and the general meeting of shareholders, effectively supervised the company’s business activities, financial status, major decisions, the convening procedures of the general meeting of shareholders and the performance of directors and senior managers, and effectively safeguarded the interests of the company and all shareholders.
2、 The basic evaluation of the board of supervisors of the company on the business behavior of the board of directors and management during the reporting period
Through the daily meeting of the board of directors of the company
