Securities code: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) securities abbreviation: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Announcement No.: 2022030
Bond Code: 127057 bond abbreviation: Panlong convertible bond
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
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.
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. Legality and compliance of the meeting: the 22nd Meeting of the third board of directors of the company decided to convene the 2021 annual general meeting of shareholders of the company. The meeting was held 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 stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association.
4. Date and time of the meeting:
(1) Date of on-site meeting: 14:00 p.m. on Tuesday, May 17, 2022;
(2) Online voting time: May 17, 2022; Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on May 17, 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 17, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time. In case of repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: May 9, 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 market on the afternoon of May 9, 2022, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder 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;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue: conference room on the second floor of Shaanxi Panlong Pharmaceutical Co., Ltd., No. 2801, Baliu Second Road, modern textile industrial park, Baqiao District, Xi’an city.
2、 Matters considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on 2021 annual report and 2021 annual report summary √
2.00 proposal on the 2021 annual work report of the board of directors √
3.00 proposal on the 2021 annual work report of the board of supervisors √
4.00 proposal on 2021 annual report of independent directors √
5.00 proposal on financial statement report of 2021 √
6.00 proposal on financial budget report for 2022 √
7.00 proposal on the company’s profit distribution plan in 2021 √
8.00 on the company’s continuing appointment of Lixin Certified Public Accountants (special general partnership) as the company in 2022 √
Proposal of audit institution
9.00 proposal on Directors’ remuneration scheme in 2022 √
10.00 proposal on the remuneration scheme of supervisors in 2022 √
11.00 proposal on self evaluation report on internal control in 2021 √
12.00 proposal on the special report on the deposit and use of the company’s raised funds in 2021 √
13.00 proposal on 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 rules of procedure of the board of supervisors √
17.00 proposal on Amending the working system of independent directors √
18.00 proposal on Amending the allowance system for independent directors √
19.00 proposal on Amending the external guarantee management system √
20.00 proposal on Amending the management system of raised funds √
21.00 proposal on Revising the information disclosure management system √
22.00 proposal on Revising the internal reporting system of major information √
23.00 proposal on Amending the internal audit management system √
24.00 proposal on Amending the investor relations management system √
25.00 proposal on Amending the online voting management system of the general meeting of shareholders √
26.00 proposal on Amending the detailed rules for the implementation of the cumulative voting system √
Details of the proposal were published on the 22nd Meeting of the board of directors and the securities times on the same day (www.info.cn) and the third meeting of the appointed board of directors of the securities company on the securities times (www.info.cn) Relevant announcements.
Proposal 13.00, proposal 14.00, proposal 15.00 and proposal 16.00 are special resolutions, which shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
According to the requirements of the rules of the general meeting of shareholders of listed companies, all the proposals considered at this meeting will count the votes of small and medium-sized investors separately and disclose them publicly in time (small and medium-sized investors refer to the shareholders who individually or jointly hold more than 5% of the shares of the listed company and other shareholders other than the directors, supervisors and senior managers of the company).
3、 Meeting registration and other matters
1. Registration method: shareholders can register on site, by letter or by fax (if registered by letter or fax, please confirm by telephone). Shareholders shall provide the following materials when going through the registration procedures for attending the on-site meeting:
(1) Natural person shareholders shall go through the registration procedures with their own ID card and shareholder account card; If a natural person shareholder entrusts an agent to attend the meeting, it shall go through the registration formalities with the agent’s ID card, power of attorney (Annex 2), the principal’s shareholder account card and the principal’s ID card.
(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with the shareholder’s account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card. If the legal representative entrusts an agent to attend the meeting, the agent shall go through the registration formalities with the agent’s ID card, the copy of the business license stamped with the official seal, the power of attorney issued by the legal representative, the identity certificate of the legal representative and the stock account card of the legal person shareholder.
(3) Non local shareholders can register by letter or fax. Shareholders should carefully fill in the registration form of participating shareholders (Annex 3) for registration confirmation.
2. Registration time: the on-site registration time of this general meeting of shareholders is 9:00 to 12:00 a.m. and 13:00 to 17:00 p.m. on May 10, 2022. Those registered by letter or fax must be delivered or faxed to the company before 17:00 on May 11, 2022.
3. Registration place: conference room on the second floor of Shaanxi Panlong Pharmaceutical Co., Ltd., No. 2801, Baliu Second Road, modern textile industrial park, Baqiao District, Xi’an city.
4. Contact information of the meeting:
Contact: Wu Jie
Tel: 029833388888832
Fax: 02983592658
Contact email: [email protected].
5. Precautions:
(1) The original or copy of the above supporting documents can be presented when handling the registration, and the non local shareholders can register by letter or fax with the above relevant certificates.
(2) When signing in for the meeting, the ID card and power of attorney of the attendees must show the original and arrive at the venue half an hour before the meeting.
(3) The board, lodging and transportation expenses of shareholders or entrusted agents participating in the meeting shall be borne by themselves.
4、 Specific operation process of participating in online voting
Shareholders attending the general meeting of shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）See Annex 1 for the specific operation process of online voting.
5、 Documents for future reference
1. Resolutions of the 22nd Meeting of the third board of directors of the company; 2. Resolutions of the 19th meeting of the third board of supervisors of the company; 3. Other documents required by Shenzhen Stock Exchange. Annex 1: specific operation process of online voting Annex 2: power of attorney Annex 3: registration form of shareholders participating in the meeting
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) board of directors
April 26, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares: the voting code is “362864”, and the voting abbreviation is “Panlong voting”.
2. Fill in the voting opinions or election votes.
For non cumulative voting and abstention voting.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 17, 2022. 2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
The on-site voting of the general meeting of shareholders will be held at 17:00 a.m. on the day of February 15, 2029, and the on-site voting will end at 17:00 p.m. on February 15, 2025.
2. When shareholders vote online through the Internet voting system, they need to handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ network services of Shenzhen Stock Exchange, and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. specific
