Securities code: 688131 securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Shanghai Haoyuan Chemexpress Co.Ltd(688131)
The second extraordinary general meeting of shareholders in 2022
Conference materials
January 2002
Documents of the second extraordinary general meeting of shareholders in 2022
catalogue
Notes to the second extraordinary general meeting of shareholders in 2022 one
Agenda of the second extraordinary general meeting of shareholders in 2022 three
Proposal of the second extraordinary general meeting of shareholders in 2022 five
Proposal 1: proposal on the company and its holding subsidiaries applying to the bank for credit line in 2022 5 proposal 2: the company and its subsidiaries provide mortgage / pledge for bank credit with their own assets and the company is a subsidiary
Proposal on providing guarantee for bank credit seven
Notes to the second extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and discussion efficiency of the general meeting of shareholders and ensure the smooth progress of the general meeting, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022), the articles of association of Shanghai Haoyuan Chemexpress Co.Ltd(688131) , the rules of procedure of Shanghai Haoyuan Chemexpress Co.Ltd(688131) general meeting of shareholders and other relevant provisions, Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company") hereby formulates the instructions for the general meeting of shareholders.
1、 In order to confirm the attendance qualification of shareholders, shareholders' agents or other attendees attending the meeting, the meeting staff will carry out necessary verification of the identity of the attendees, and ask the verified to cooperate. In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders' agents) attending the meeting, the company has the right to refuse other irrelevant personnel to enter the meeting place according to law, except the shareholders (or shareholders' agents), directors, supervisors, senior managers, witness lawyers and personnel invited by the board of directors.
2、 Shareholders and shareholders' representatives attending the shareholders' meeting must arrive at the meeting site 30 minutes before the meeting to go through the sign in procedures. Shareholders participating in the on-site meeting are required to show their securities account card, ID card or legal entity certificate or other valid certificates or certificates that can indicate their identity and power of attorney, and receive the information of the shareholders' meeting after verification, To attend the meeting.
3、 Shareholders are requested to enter the venue on time and take their seats as arranged by the staff. During the meeting, all participants shall consciously perform their legal obligations on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the meeting. After the commencement of the meeting, the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them. After that, the shareholders entering the meeting shall not be entitled to participate in the on-site voting.
4、 The meeting shall consider and vote on proposals in the order listed in the meeting notice.
5、 Shareholders and their representatives shall participate in the general meeting of shareholders, enjoy the right to speak, question, vote and other rights according to law, and earnestly perform their legal obligations. They shall not infringe upon the legitimate rights and interests of the company, other shareholders and their representatives, and shall not disturb the normal order of the general meeting of shareholders.
Shareholders and shareholders' representatives shall raise their hands to make speeches, and may speak only with the permission of the chairman of the general meeting. When more than one shareholder and shareholder representatives request to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the moderator shall designate the speaker. The speeches or questions of shareholders and their representatives shall focus on the contents of the proposals of the general meeting of shareholders, be concise and concise, and the time shall not exceed 3 minutes.
When shareholders and their representatives request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their representatives. When voting at the general meeting of shareholders, shareholders and their representatives will no longer speak. If the shareholders and their representatives violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
6、 The relevant personnel designated by the moderator shall reply or explain the questions raised by shareholders and shareholders' agents. The moderator or its designated relevant personnel have the right to refuse to answer questions that may disclose the company's trade secrets and / or insider information and damage the common interests of the company and shareholders.
7、 When voting, shareholders and their proxies attending the shareholders' meeting shall fill in and express their opinions according to the voting requirements of each proposal in the voting vote. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters' waiver of voting rights, and the voting results of their shares shall be counted as "waiver".
8、 Before voting on the proposal, the general meeting of shareholders will elect two shareholder representatives, one supervisor representative and one lawyer representative to count and monitor the votes; If the matters under consideration are related to shareholders, relevant shareholders and agents shall not participate in vote counting and scrutinizing; When the general meeting of shareholders votes on the proposal, the witness lawyer, shareholder representative and supervisor representative shall be jointly responsible for counting and supervising the votes; The on-site voting results shall be announced by the host of the meeting.
9、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and issues the announcement of the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
10、 During the meeting, the participants shall pay attention to maintaining the order of the meeting place, do not walk around at will, adjust the mobile phone to the silent state, and refuse personal recording, video recording and photographing. The meeting staff have the right to stop the acts that interfere with the normal procedures of the meeting or infringe on the legitimate rights and interests of other shareholders and report to the relevant departments for handling.
11、 The general meeting of shareholders was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion.
12、 The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders themselves. The company does not issue gifts to shareholders attending the general meeting of shareholders, nor is it responsible for arranging the accommodation of shareholders attending the general meeting of shareholders, and treats all shareholders on the principle of equality.
13、 Please refer to the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) disclosed by the company on the website of Shanghai Stock Exchange on January 11, 2021.
Agenda of the second extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
(I) date and time: 13:30, January 26, 2022
(II) Venue: conference room of the company, building 3, Lane 1999, zhangheng Road, Pudong New Area, Shanghai
(III) voting method of the meeting: combination of on-site voting and online voting
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 (January 26, 2022), i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders (January 26, 2022).
(IV) convener: Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors
2、 Meeting agenda
(I) participants sign in, receive meeting materials and register shareholders
(II) Zheng Baofu, the host of the meeting, announced Shanghai Haoyuan Chemexpress Co.Ltd(688131) the beginning of the second extraordinary general meeting of shareholders in 2022, reported to the meeting the number of shareholders attending the on-site meeting and the number of voting rights held, and introduced the participants and non voting participants of the on-site meeting.
(III) the moderator shall read out the instructions for the general meeting of shareholders
(IV) review the proposals of the meeting item by item
1. Review the proposal on the application of the company and its holding subsidiaries to the bank for credit line in 2022
2. Deliberating the proposal on the company and its subsidiaries providing mortgage / pledge for bank credit with their own assets and the company providing guarantee for bank credit of its subsidiaries
(V) the shareholders and their proxies present at the meeting made speeches and asked questions on the proposals deliberated at the meeting
(VI) election of scrutineers and tellers
(VII) shareholders attending the meeting and their proxies vote on various proposals
(VIII) adjourn the meeting and count the voting results
(IX) resume the meeting and announce the voting results of the meeting and the adoption of the proposal (the final voting results shall be subject to the company's announcement)
(x) the moderator reads out the resolutions of the general meeting of shareholders
（11） Witness the lawyer to read the legal opinion
（12） Participants sign meeting minutes and other relevant documents
（13） The host announced the end of the on-site meeting
Proposal of the second extraordinary general meeting of shareholders in 2022
Proposal 1: proposal on the company and its holding subsidiaries applying to the bank for credit line in 2022
Shareholders and shareholder representatives:
In order to meet the needs of operation and development, the company and its subsidiaries Shanghai Haoyuan Biomedical Technology Co., Ltd. (hereinafter referred to as "Haoyuan biology"), Shanghai Haohong Biomedical Technology Co., Ltd. (hereinafter referred to as "Haohong biology"), Anhui Haoyuan Pharmaceutical Co., Ltd. (hereinafter referred to as "Anhui Haoyuan") Hefei ouchuang gene Biotechnology Co., Ltd. (hereinafter referred to as "Hefei ouchuang"), the holding subsidiary of the company, plans to apply to the bank for a comprehensive credit line with a total amount of no more than 730 million yuan in 2022. The company or subsidiary plans to provide mortgage / pledge guarantee within the above credit line with its own patent, land, plant and other assets, or the company provides guarantee guarantee for the subsidiary, The credit term is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of holding the annual general meeting of shareholders in 2022. The credit line can be recycled within the validity period. The company authorizes Mr. Zheng Baofu, chairman of the board of directors or other management to sign all documents related to handling the bank credit, mortgage / pledge and guarantee. The specific financing amount and varieties under the above credit line shall be subject to the formal contract finally signed between the company and the bank. The specific credit plan applied for in 2022 is as follows:
Proposed credit line of loan bank and borrower
(10000 yuan)
Bank Of China Limited(601988) Shanghai Pudong Development Shanghai Haoyuan Chemexpress Co.Ltd(688131) 8500
Development Zone sub branch Haoyuan biological 1500
Shanghai Haoyuan Chemexpress Co.Ltd(688131) 5,000
Bank Of Nanjing Co.Ltd(601009) Shanghai Branch Haoyuan biology 1000
Haohong biology 1000
China Citic Bank Corporation Limited(601998) Shanghai Branch Shanghai Haoyuan Chemexpress Co.Ltd(688131) 8000
China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch Shanghai Haoyuan Chemexpress Co.Ltd(688131) 5000
China Merchants Bank Co.Ltd(600036) Shanghai Branch Shanghai Haoyuan Chemexpress Co.Ltd(688131) 10000
Ping An Bank Co.Ltd(000001) Shanghai Branch Shanghai Haoyuan Chemexpress Co.Ltd(688131) 5000
China Construction Bank Corporation(601939) Ma'anshan Jinhao Anhui yuan 18000
Jiazhuang sub branch
China Everbright Bank Company Limited Co.Ltd(601818) Shanghai Branch Hefei ouchuang 10000
Total 73000
The above proposals have been deliberated and adopted at the first meeting of the third board of directors and the first meeting of the third board of supervisors held by the company on January 7, 2022. For details, see the website of Shanghai Stock Exchange on January 11, 2022 (www.sse. Com. CN) The Shanghai Haoyuan Chemexpress Co.Ltd(688131) announcement on the company's application to the bank for 2022 comprehensive credit line, providing asset mortgage and applying for credit guarantee for subsidiaries (Announcement No.: 2022-005) is hereby submitted to the general meeting of shareholders for deliberation.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors
January 26, 2022
Proposal 2: the company and its subsidiaries provide mortgage / pledge for bank credit with their own assets, and
Proposal of the company to provide guarantee for bank credit of subsidiaries
Shareholders and shareholder representatives:
The company and Haoyuan biology plan to use the patent "a preparation method of ticagrel (Patent No.: zl201210146500.7)" The patent "a preparation method of avimopan (Patent No.: zl201210247310.4)" provides pledge guarantee for the bank credit with a total amount of no more than 100 million yuan applied to Bank Of China Limited(601988) Shanghai Pudong Development Zone sub branch; Anhui Haoyuan plans to use its industrial land and plant located in the southeast corner of the intersection of dianye road and Hengda road in Maanshan City, Anhui Province to provide mortgage guarantee for the bank credit with a total amount of no more than 180 million yuan applied to China Construction Bank Corporation(601939) MAANSHAN Jinjiazhuang sub branch; Hefei ouchuang plans to provide mortgage guarantee for the bank credit with a total amount of no more than 100 million yuan applied to China Everbright Bank Company Limited Co.Ltd(601818) Shanghai branch with its land and plant located in the southeast corner of the intersection of Baiyanwan road and Jimingshan road in Hefei high tech Zone.
In order to support the operation and business development needs of the subsidiary, the company plans to provide guarantee for the bank credit with a total amount of no more than 15 million yuan applied by the holding subsidiary Haoyuan biology to Bank Of China Limited(601988) Shanghai Pudong Development Zone sub branch; Provide guarantee for the bank credit with a total amount of no more than 20 million yuan applied by holding subsidiaries Haoyuan biology and Haohong biology to Bank Of Nanjing Co.Ltd(601009) Shanghai Branch; Anhui Haoyuan, a holding subsidiary, to China Construction Bank Corporation(601939) MAANSHAN gold
