Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Online voting management system of general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the online voting behavior of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the “company”) general meeting of shareholders, facilitate shareholders to exercise their voting rights and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the guidelines for the supervision of listed companies of Shenzhen Stock Exchange No. 1 – Guidelines for the standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for the standardized operation”) This system is hereby formulated in accordance with the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) company (hereinafter referred to as the “articles of association”).
Article 2 the term “online voting at the general meeting of shareholders” as mentioned in this system refers to the shareholders of the company exercising their voting rights through the online voting system of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”). Online voting system includes Shenzhen stock exchange trading system and Internet voting system (website) http://wltp.cn.info.com.cn. ）。
The company can choose to use the on-site voting auxiliary system to collect and summarize the on-site voting data, and entrust Shenzhen Securities Information Co., Ltd. (hereinafter referred to as “information company”) to consolidate and count the online voting and on-site voting data. Article 3 in addition to the convenient online voting system for the shareholders’ meeting, the company shall provide the on-site voting system for the shareholders’ meeting.
The on-site meeting of the general meeting of shareholders of the company shall be held on the trading day of Shenzhen Stock Exchange.
Article 4 all shareholders registered on the equity registration date of the general meeting of shareholders have the right to exercise their voting rights through the online voting system of the general meeting of shareholders, and only one voting method can be selected for the same share. If the same share is voted repeatedly through on-site, online or other means, the first voting result shall prevail.
Chapter II preparations for online voting
Article 5 in the notice of the general meeting of shareholders, the company shall clearly explain the voting code, voting proposal number, abbreviation, voting time, voting proposal, voting type and other relevant matters of online voting and cumulative voting. Article 6 the company shall apply for the opening of online voting service in the online voting system of the exchange on the trading day next to the date of issuance of the notice of the general meeting of shareholders, and enter the basic information of the general meeting of shareholders, voting proposals, proposal types and other voting information into the system.
Article 7 the company shall complete the review of the voting information on the trading day next to the equity registration date and confirm that the voting information is true, accurate and complete.
A listed company shall provide electronic data of all shareholders’ information registered on the equity registration date, including shareholders’ names, shareholders’ account numbers, number of shares and other contents, two trading days before the start of online voting.
There shall be at least two trading days between the equity registration date of the general meeting of shareholders and the start date of online voting. The third chapter uses the voting system of Shenzhen Stock Exchange
Article 8 if the general meeting of shareholders of the company adopts the trading system of Shenzhen Stock Exchange to vote, the on-site general meeting of shareholders shall be held on the trading day. The time of online voting through the trading system of Shenzhen Stock Exchange shall be the trading time of Shenzhen Stock Exchange on the date of the general meeting of shareholders.
Article 9 the specific provisions for shareholders of the company to conduct online voting at the general meeting of shareholders through the trading system of Shenzhen Stock Exchange are as follows:
(I) Shenzhen stock exchange sets up special voting code and voting abbreviation for online voting of the company’s general meeting of shareholders, and the voting abbreviation shall be applied to Shenzhen Stock Exchange by the company;
(II) the buying and selling direction is buying;
(III) fill in the serial number of the proposal of the general meeting of shareholders in the item of “entrusted price”. RMB 1.00 represents this motion, and so on. Each proposal shall be reported separately at the corresponding entrusted price. For the motion to be voted item by item, if there are multiple sub motions to be voted in motion 2, 2.00 yuan represents all sub motions under motion 2, 2.01 yuan represents sub motion ① of motion 2, 2.02 yuan represents sub motion ② of motion 2, and so on. For the proposal of electing directors and supervisors held by non employee representatives, if proposal 3 is to elect directors, RMB 3.01 represents the first candidate, RMB 3.02 represents the second candidate, and so on;
(IV) for the proposal adopting the cumulative voting system, the voting opinions shall be filled in under the item of “number of entrusted shares”, and the representatives of 1 share agree, 2 share oppose and 3 share abstain; For the proposal adopting the cumulative voting system, fill in the number of election votes under “entrusted number”;
(V) voting on the same proposal shall be subject to the first valid declaration and cannot be cancelled;
(VI) if the voting declaration does not meet the above provisions, it shall be deemed that it has not participated in the voting.
Chapter IV voting with Internet voting system
Article 10 the Internet voting system starts voting at 9:15 a.m. on the day of the general meeting of shareholders and ends at 3:00 p.m. on the day of the conclusion of the on-site general meeting of shareholders.
Article 11 shareholders who conduct online voting through the Internet voting system shall handle identity authentication in accordance with the provisions of the guidelines for online service identity authentication of investors of Shenzhen Stock Exchange, and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”.
Article 12 shareholders can vote through the Internet voting system only after they log in to the Internet voting system and have their identity authenticated.
Article 13 according to the relevant rules, the following collective account holders or nominal holders who need to solicit the voting opinions of their principals or actual holders before exercising their voting rights shall vote through the Internet voting system after soliciting opinions, and shall not vote through the trading system:
(I) a securities company holding a guaranteed securities account for credit transactions of margin customers;
(II) securities companies holding special securities accounts for subscription back trading;
(III) China Securities Finance Corporation, which holds the refinancing guarantee securities account;
(IV) qualified foreign institutional investors (QFII);
(V) overseas agent of B shares;
(VI) Hong Kong Central Clearing Company Limited, which holds Shenzhen Stock connect shares;
(VII) other collective account holders or nominal holders recognized by China Securities Regulatory Commission or Shenzhen Stock Exchange.
The trustee shall fill in the number of entrusted shares according to the entrustment of the trustor (actual holder), and fill in the number of shares corresponding to the trustor’s voting opinions for each proposal.
Chapter V voting results and vote counting rules of the general meeting of shareholders
Article 14 If a shareholder effectively votes on any proposal of the general meeting of shareholders for more than one time through the online voting system, it shall be deemed that the shareholder is present at the general meeting of shareholders, and the number of shares of the same class held by the shareholder shall be included in the total voting rights held by the shareholders attending the general meeting of shareholders. If the shareholders attending the shareholders’ meeting fail to effectively vote on other proposals, they shall be deemed to have abstained.
The number of entrusted shares filled in by the relevant account holders mentioned in Article 13 of the system through the Internet voting system shall be included in the total voting rights held by the shareholders attending the general meeting of shareholders; Voting through the trading system shall not be deemed as valid voting.
Article 15 on the premise of ensuring the legality and effectiveness of the general meeting of shareholders, the company shall give priority to providing modern information technology means such as online voting platform through various ways and means to facilitate shareholders’ participation in the general meeting of shareholders.
Where the general meeting of shareholders deliberates on one of the following matters, the company shall arrange to facilitate the participation of small and medium-sized investors in the general meeting of shareholders through online voting system and other means:
(I) the company issues new shares to the public (including the issuance of overseas listed foreign shares or warrants in the nature of other shares), issues convertible corporate bonds, and places shares with original shareholders (except for the shareholders with actual control who promise to subscribe in full cash before the meeting);
(II) the company’s major asset restructuring, where the total price of the assets purchased exceeds or exceeds 20% of the audited net book value of the assets purchased;
(III) the company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company’s latest audited total assets;
(IV) the shareholder shall repay the debts owed to the company with the company’s equity or physical assets held by him;
(V) affiliated enterprises that have a significant impact on the company are listed abroad;
(VI) other matters requiring online voting in accordance with laws, administrative regulations, relevant provisions or requirements of the CSRC and the stock exchange.
Article 16 for non cumulative voting proposals, shareholders shall clearly express their consent, objection or abstention. The collective account holders or nominal holders specified in paragraph 1 of Article 13 of the system shall summarize and fill in the number of entrusted shares according to the voting opinions solicited, and summarize and fill in the number of shares corresponding to the voting opinions of the trustor or or actual holder for each proposal.
Article 17 for cumulative voting proposals, each shareholder holding one share will have the same number of election votes as the number of directors or supervisors elected by each proposal group. The number of election votes owned by shareholders can be concentrated on one candidate or several candidates. Shareholders shall vote within the limit of the number of electoral votes they have. If the number of electoral votes cast by shareholders exceeds the number of electoral votes they have, or if the number of votes cast in the differential election exceeds the number of votes to be elected, their electoral votes for the proposal shall not be deemed as valid votes.
If a shareholder holds shares of the same class of the company through multiple shareholder accounts, the number of voting votes he owns shall be calculated according to the number of shares of the same class under all shareholder accounts owned by the shareholder. When a shareholder uses any shareholder account holding shares of the same class of the company to vote, he shall vote within the limit of the number of election votes corresponding to all shares of the same class under all shareholder accounts he owns. If shareholders vote separately through multiple shareholder accounts, the number of election votes recorded in the first valid voting results shall prevail.
Article 18 where the company sets up a general proposal to facilitate shareholders’ voting, shareholders’ voting on the general proposal is deemed to express the same opinions on all proposals except cumulative voting proposals.
In case of repeated voting by shareholders on the same proposal, the first valid vote shall prevail. If the shareholders vote on the sub proposal first and then on the general proposal, the voting opinions of the sub proposal that has been voted shall prevail, and the voting opinions of the general proposal shall prevail for other proposals that have not been voted; In case of a vote on the total proposal, the vote on the total proposal shall prevail, and then on the divided proposal.
Article 19 If the company provides online voting services for shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system at the same time, the online voting system shall calculate the votes of the above two methods together; If the company chooses to adopt the on-site voting auxiliary system, the information company will combine the on-site voting and online voting data.
If the same shareholder votes repeatedly through any two or more ways in the trading system of Shenzhen Stock Exchange, Internet voting system and on-site voting auxiliary system, the first valid voting result shall prevail.
Article 20 if shareholders who need to avoid voting or promise to give up their voting rights participate in voting through the online voting system, the online voting system will provide the company with all voting records, and the company will exclude the votes of the above shareholders when calculating the voting results.
If the company chooses to use the on-site voting auxiliary system, it shall enter the avoidance setting of the proposal bank in the on-site voting auxiliary system and enter the avoidance shareholder information. When calculating the on-site voting data and online voting data, the company shall eliminate the voting of corresponding shareholders according to the avoidance shareholder information provided by the company.
Article 21 if there are different proposals on the same matter, the online voting system will provide the company with all voting records, and the company will count the voting results of the general meeting of shareholders according to relevant regulations and the articles of association.
Article 22 for the voting of shareholders holding special voting rights and preferred stock shareholders, the online voting system only counts the votes on the original voting data, and the voting results are converted by the company in proportion on the basis of the original vote counting data.
The company shall feed back the vote counting results of online voting of preferred shareholders to the information company on the day when the resolution of the general meeting of shareholders is formed.
Article 23 when the general meeting of shareholders of the company considers 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.
Here, small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of the company.
Article 24 after voting at the on-site general meeting of shareholders, the company shall obtain online voting data through the Internet system. If the company chooses to use the on-site voting auxiliary system and entrusts the information company to conduct the combined calculation of on-site voting and online voting, the information company will send the online voting data, on-site voting data, combined vote counting data and their details to the company after the voting of the on-site general meeting of shareholders.
Article 25 the company and its lawyers shall confirm the compliance of the voting data and finally form the voting results of the general meeting of shareholders. If there is any objection to the voting data, they shall submit it to Shenzhen Stock Exchange and information company in time. The company shall disclose the legal opinion issued by the lawyer and the voting results of the general meeting of shareholders in accordance with relevant regulations.
Chapter VI supplementary provisions
Article 26 the company shall bear the service cost of online voting at the general meeting of shareholders.
Article 27 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of Association; In case of any conflict between this system and the laws, regulations, normative documents issued by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the articles of association shall be implemented, and this system shall be revised immediately and submitted to the general meeting of shareholders for deliberation and approval. Article 28 the board of directors of the company shall be responsible for the interpretation of the system, which shall be implemented from the date of approval by the general meeting of shareholders, and the same shall apply to the modification.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
April, 2002
