Securities code: Beijing Scitop Bio-Tech Co.Ltd(300858) securities abbreviation: Beijing Scitop Bio-Tech Co.Ltd(300858) Announcement No.: 2022039 Beijing Scitop Bio-Tech Co.Ltd(300858)
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.
Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”) held the 15th meeting of the second board of directors on April 24, 2022. The board of directors of the company decided to hold the 2021 annual general meeting of shareholders of the company (hereinafter referred to as “the meeting” or “the general meeting of shareholders”) by combining on-site voting and online voting on May 18, 2022. The relevant information of the meeting is hereby notified as follows: I. Basic information of the holding of the general meeting of shareholders
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 convening and holding of this general meeting of shareholders comply with relevant laws, administrative regulations, departmental rules, other normative documents and the relevant provisions of the articles of association.
4. Date and time of the meeting
(1) On site meeting time: 14:00, Wednesday, May 18, 2022
(2) Online voting time: May 18, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 18, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting.
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex 2 for details).
(2) Online voting: the company will vote through the trading system and Internet voting system of Shenzhen Stock Exchange( http://wltp.cn.info.com.cn. )Provide online voting platform for all shareholders, and shareholders can exercise their voting rights through the above system during online voting time.
For the same voting right, only one of on-site voting, online voting or other voting methods can be selected, and repeated voting is not allowed. In case of repeated voting for the same voting right, the first voting result shall prevail. 6. Equity registration date of the meeting: Friday, May 13, 2022
7. Meeting attendees
(1) Shareholders or their agents who hold the issued voting shares of the company on the equity registration date;
At the closing of the market on the afternoon of May 13, 2022 (Friday), the equity registration date, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited who have issued voting shares have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyers and other relevant personnel employed by the company.
8. Venue of the on-site meeting: conference room 2 of the company, No. 1-2, yard 31, Funiu River Road, Yanqi Economic Development Zone, Huairou District, Beijing
1. Proposal code of this shareholders’ meeting
Proposal remarks
The ticked column of the code proposal name column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting motion
1.00 proposal on the work report of the board of directors in 2021 √
Proposal remarks
The ticked column of the code proposal name column can vote
2.00 proposal on the work report of the board of supervisors in 2021 √
3.00 proposal on financial statement report of 2021 √
4.00 proposal on 2021 annual report and its summary √
5.00 proposal on 2021 profit distribution plan √
6.00 proposal on reappointment of 2022 audit institution √
7.00 proposal on the remuneration scheme of non independent directors in 2022 √
8.00 proposal on the remuneration scheme of independent directors in 2022 √
9.00 number of sub members of the proposal on the remuneration scheme of supervisors in 2022 as the voting object: (3)
9.01 proposal on the remuneration scheme of Mr. Chen Jie in 2022 √
9.02 proposal on the remuneration scheme of Ms. Guo Xiao in 2022 √
9.03 proposal on the remuneration scheme of Ms. song Jihong, the supervisor in 2022 √
10.00 proposal on using idle self owned funds for cash management √
11.00 proposal on using idle self owned funds for cash management √
12.00 number of sub members voting on the proposal on Amending relevant systems of the company: (4)
12.01 proposal on Amending the rules of procedure of the board of directors √
12.03 proposal on Amending the measures for the administration of external guarantees √
12.04 proposal on Amending the rules of procedure of the general meeting of shareholders √
12.04 proposal on Amending the measures for the administration of raised funds √
13.00 on changing the business scope of the company, amending the articles of association and handling the industrial and commercial change registration √
Proposal for
14.00 proposal on the company meeting the conditions for issuing shares to specific objects √
15.00 number of sub members of the proposal on the company’s plan to issue shares to specific objects in 2022: (10)
15.01 type and par value of shares issued √
15.02 issuing method and time √
15.03 issuing object and subscription method √
15.04 pricing base date, issue price and pricing principle √
15.05 issue quantity √
15.06 restricted sales period and listing arrangement √
15.07 amount and purpose of raised funds √
15.08 arrangement for distribution of accumulated profits before this offering √
Proposal remarks
The ticked column of the code proposal name column can vote
15.09 validity period of this issuance resolution √
15.10 place of listing √
16.00 discussion on the demonstration and analysis report of the company’s stock issuance scheme to specific objects in 2022 √
Case
17.00 proposal on the company’s stock issuance plan to specific objects in 2022 √
18.00 feasibility analysis on the use of funds raised by the company’s issuance of shares to specific objects in 2022 √
Report proposal
19.00 proposal on the company’s special report on the use of previously raised funds √
20.00 share subscription agreement with controlling shareholder and actual controller sun Tiansong √
Proposal on purchase contract
21.00 proposal on related party transactions involved in the issuance of shares to specific objects √
22.00 proposal on requesting the general meeting of shareholders to approve Ms. sun Tiansong’s exemption from making an offer √
23.00 proposal on shareholder return planning in the next three years (20222024) √
24.00 √ on the issue of diluted shares to specific objects in 2022
Measures and commitments of relevant subjects
25.00 proposal for the general meeting of shareholders to authorize the board of directors to handle the issue of shares to specific objects √
Proposal on matters related to voting
2. The above proposal has been deliberated and adopted at the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors. For details, please refer to the company’s information disclosure website cninfo (www.cn. Info. Com. CN.) published on April 26, 2022 Relevant announcements on.
3. The above proposals 12.01, 12.04 and 13 to 25 are special voting matters, which must be passed by more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the meeting.
4. Ms. sun Tiansong, Mr. Liu Xiaojun, Mr. Qiao Qianxiang and Beijing kehuida investment partnership (limited partnership), the affiliated shareholders of proposal 7, need to avoid voting, and shall not accept the entrustment of other shareholders to vote; Sun Tiansong, the affiliated shareholder of proposals 15 to 18, 20 to 22 and 25, shall abstain from voting and shall not accept the entrustment of other shareholders to vote.
5. All proposals of this shareholders’ meeting will be counted separately for small and medium-sized investors. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
On April 26, 2022, the company published on cninfo (www.cn. Info. CO), an information disclosure website designated by China Securities Regulatory Commission