Securities code: 300529 securities abbreviation: Jafron Biomedical Co.Ltd(300529) Announcement No.: 2022-005 bond Code: 123117 bond abbreviation: Jianfan convertible bond
Jafron Biomedical Co.Ltd(300529)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
Special tips:
In order to prevent the spread of New Coronavirus pneumonia and protect the health and safety of participants, the company encourages and recommends that shareholders vote first in the general meeting.
Shareholders and their agents who intend to attend the on-site meeting must contact the company before 17:00 on February 10, 2022 to truthfully register the recent personal travel, health status and other information. Shareholders and their agents who fail to register in advance or fail to meet the epidemic prevention requirements will not be able to enter the meeting site.
The on-site shareholders or shareholders’ agents are invited to take epidemic prevention measures on the way to and from the meeting, and cooperate with the relevant epidemic prevention work arrangements at the meeting place. Masks shall be worn throughout the meeting. Shareholders and shareholders’ agents participating in the on-site meeting shall bring their own masks and other protective articles.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the general meeting of shareholders: the board of directors. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted at the 29th meeting of the Fourth Board of directors of the company.
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Meeting time:
(1) On site meeting time: 14:30 PM, February 11, 2022;
(2) Online voting time: the specific time is as follows.
① The time for online voting through the trading system of Shenzhen stock exchange is February 11, 2022
② The specific time for voting through the Internet voting system of Shenzhen stock exchange is 9:15 to 15:00 a.m. on February 11, 2022.
5. Meeting method: the shareholders’ meeting is held by combining on-site voting and online voting. For the same voting right, only one voting method in on-site voting, voting in the trading system of Shenzhen Stock Exchange and Internet voting system can be selected. In case of repeated voting for the same voting right, the first voting result shall prevail.
(1) On site voting: shareholders attend the on-site meeting in person or authorize others to attend the on-site meeting. (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 all shareholders with a voting platform in the form of network, and shareholders can exercise their voting rights through the above system during the above network voting time.
6. Equity registration date of the meeting: February 7, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, 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 may entrust an agent in writing to attend and vote. The shareholder agent does not have to be a shareholder of the company (see Annex III for the sample of power of attorney). (2) Directors, supervisors and senior managers of the company;
(3) A lawyer employed by the company.
8. Venue: conference room of the company, No. 98, Keji Sixth Road, high tech Zone, Zhuhai, Guangdong Province.
2、 Matters considered at the meeting
1. Proposal on the company’s 2022 stock option incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022
3. Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option incentive plan
4. Proposal on increasing registered capital, changing business scope and amending the articles of Association
The above proposals 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. The above proposals are major issues affecting the interests of small and medium-sized investors, and the voting results of small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company) shall be counted and voted separately
See cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）The disclosed announcement has legal procedures and complete information.
3、 Proposal code
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 about the company’s 2022 stock option incentive plan (Draft) > and its summary √
Proposal for
2.00 management measures on the implementation and assessment of the company’s stock option incentive plan in 2022 > √
Proposal for
3.00 proposal for the general meeting of shareholders of the company to authorize the board of directors to handle stock options in 2022 √
Proposal on matters related to incentive plan
4.00 √ on increasing registered capital, changing business scope and amending the articles of Association
Proposal
4、 Meeting registration and other matters
1. Registration method: on-site registration, registration by letter or fax;
2. Registration time: the on-site registration time of this general meeting of shareholders is from 14:00 to 14:30 on February 11, 2022; 3. Registration place: conference room of the company, No. 98, Keji Sixth Road, high tech Zone, Zhuhai, Guangdong Province;
4. Natural person shareholders shall go through the registration formalities with their own ID card, shareholder account card or shareholding certificate; If a natural person shareholder entrusts an agent, it shall go through the registration formalities with the agent’s ID card, power of attorney, the principal’s shareholder account card and the principal’s ID card;
5. 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, a 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;
6. Non local shareholders can register by letter or fax with the above relevant certificates (they must be delivered or faxed to the company before 17:00 p.m. on February 10, 2022). However, when signing in for the meeting, the ID card and power of attorney of the attendees must show the original. Shareholders are requested to fill in the registration form of shareholders attending the meeting carefully (see Annex II for the format), and do not accept telephone registration;
7. Note: shareholders and shareholders’ agents attending the on-site meeting shall carry the original of relevant certificates and go through the registration formalities at the venue half an hour before the meeting.
8. Contact information:
Contact: Huang Cong
Tel: 0756-3619693
Fax: 0756-3619373
Email: [email protected].
Address: No. 98, Keji 6th Road, high tech Zone, Zhuhai, Guangdong
9. The duration of the on-site meeting is expected to be half a day, and the transportation, accommodation and other expenses of the participants shall be borne by themselves.
5、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (website: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
6、 Documents for future reference
1. Resolution of the 29th meeting of the 4th board of directors of the company.
It is hereby announced.
Jafron Biomedical Co.Ltd(300529) Annex I of the board of directors on January 17, 2022:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 350529, voting abbreviation: Jianfan voting.
2. Proposal setting and opinion voting
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
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 shareholders vote 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 opinions of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on February 11, 2022, i.e. 9:30-11:30 and 13:00-15:00. 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
1. The Internet voting system starts at 9:15 a.m. on February 11, 2022 (the day of the on-site general meeting) and ends at 15:00 on February 11, 2022 (the day of the end of the on-site general meeting). 2. Shareholders who vote online through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ network services (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Jafron Biomedical Co.Ltd(300529)
Register of shareholders attending the first extraordinary general meeting of shareholders in 2022
Name or ID number / Uniform
Social Credit Code
Number of shares held by shareholder account
Contact phone email
Contact address zip code
Name and identity of agent
Certificate number
Intention and key points of speech: signature of shareholders (seal of corporate shareholders):
note appended:
1. Please fill in your full name and address in block letters (which must be the same as that in the register of shareholders).
2. The completed and signed registration form of shareholders participating in the meeting shall be delivered to the company (address: No. 98, Keji 6th Road, Zhuhai high tech Zone, Guangdong Province, postal code: 519085, envelope please indicate “general meeting of shareholders”) by mail or fax (Fax No.: 0756-3619373) before 17:00 p.m. on February 10, 2022. Telephone registration is not accepted.
3. If a shareholder intends to speak at this shareholders’ meeting, please indicate your intention and key points in the column of intention and key points, and indicate the time required. Please note: due to the limited time of the general meeting of shareholders, the speeches of shareholders are arranged by the company according to the registration. The company cannot guarantee that all shareholders who indicate their intention and key points on the register of shareholders participating in the meeting can speak at the general meeting of shareholders.
Annex III:
Jafron Biomedical Co.Ltd(300529)
Power of attorney
I hereby authorize □ I / □ the enterprise to attend the first extraordinary general meeting of shareholders in Jafron Biomedical Co.Ltd(300529) 2022, vote on all proposals considered at the meeting according to the instructions of this power of attorney, and sign the relevant documents to be signed at the meeting on behalf of □ me / □ the enterprise.
If I / our company fails to give specific instructions on the voting matters of this meeting, the trustee can exercise the voting right on behalf of me / our company, and the consequences of exercising the voting right shall be borne by me / our company.
Proposal remarks agree against waiver code proposal name column
