Securities code: 300760 securities abbreviation: Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) Announcement No.: 2022-005 Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760)
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:
To coordinate the relevant arrangements for the prevention and control of New Coronavirus pneumonia, safeguard the health and safety of participating shareholders and participants, and protect the legitimate rights and interests of shareholders in accordance with the law, the relevant matters are as follows:
1. It is recommended that shareholders attend and vote through online voting;
2, the meeting will strictly implement the COVID-19 pneumonia epidemic prevention and control requirements, in order to strengthen New Coronavirus infection prevention and control of pneumonia, effectively reduce staff aggregation and protect the health of investors, the company encourages and recommends that shareholders choose to participate in the shareholders’ meeting through online voting. Shareholders (or shareholders’ agents) need to provide valid identity documents if they really need to be present at the scene, and truthfully register 14 days’ travel before the participants’ meeting, whether there are fever or respiratory symptoms and history of diagnosis or suspected case contact. Besides, the participants should pay special attention to and comply with the requirements of New Coronavirus pneumonia prevention and control in Shenzhen. If it does not meet the requirements of epidemic prevention and control, and the shareholders or shareholders’ agents who have lived in medium and high-risk areas in the past 14 days suggest to attend the meeting online. Only registered shareholders (or shareholders’ agents) are allowed to attend the general meeting on that day, and they must follow the arrangement and guidance of staff, cooperate with the implementation of epidemic prevention requirements such as attendance registration, showing health code and travel code in advance, and body temperature detection. Only shareholders (or shareholders’ agents) with normal body temperature, health code and travel code of green can enter the meeting place, and must wear masks throughout the meeting, maintain necessary seating distance, and take epidemic prevention measures on the way back and forth. Shareholders or shareholders’ agents whose registration is incomplete or who do not cooperate with epidemic prevention measures will not be able to enter the meeting site. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association of Shenzhen Mindray Biomedical Electronics Co., Ltd. (hereinafter referred to as the “articles of association”) and other relevant provisions, The 15th meeting of the 7th board of directors of Shenzhen Mindray Biomedical Electronics Co., Ltd. (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on Thursday, February 10, 2022. This general meeting of shareholders is conducted by combining on-site voting and online voting. The relevant matters concerning the convening of the company’s first extraordinary general meeting of shareholders in 2022 are notified as follows:
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 of the company.
3. Legality and compliance of the meeting: according to the resolution of the 15th meeting of the 7th board of directors of the company, the convening procedures of the shareholders’ meeting comply with the company law, the articles of association and other relevant provisions.
4. Date and time of the meeting:
(1) On site meeting time: 14:30 pm on Thursday, February 10, 2022; (2) Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 10, 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 February 10, 2022.
5. Convening method of the meeting: the meeting is held by combining on-site voting and online voting. (1) On site voting: including attending in person and authorizing others to attend by filling in the power of attorney.
(2) Online voting: the company will provide online voting platform to shareholders through the trading system and Internet voting system of Shenzhen Stock Exchange. Shareholders of the company shall conduct online voting through the trading system or Internet voting system of Shenzhen Stock Exchange within the relevant time limit specified in this notice.
Shareholders of the company can only choose one of the above voting methods. In case of repeated voting for the same voting right, the first valid voting result shall prevail.
6. Equity registration date of the meeting: Thursday, January 27, 2022.
7. Attendees:
(1) The equity registration date is Thursday, January 27, 2022. As of the closing of the market at 15:00 p.m. on January 27, 2022, all 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 agents in writing to attend the meeting and vote (see Annex 3 for the power of attorney), The shareholder’s agent may not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyer employed by the company.
8. Venue of the on-site meeting: conference room, Meirui headquarters building, Keji South 12th Road, high tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province.
2、 Matters considered at the meeting
1. Review the proposal on share repurchase scheme of the company
1.01 purpose of share repurchase
1.02 repurchased shares meet relevant conditions
1.03 method and price range of share repurchase
1.04 type, purpose, total capital, quantity and proportion in total share capital of repurchased shares
1.05 source of funds for share repurchase
1.06 implementation period of share repurchase
2. Review the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to repurchase
3. Review the proposal on
4. Review the proposal on
5. Deliberation on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan. The above proposal has been deliberated and adopted at the 14th meeting of the seventh board of directors, the 15th meeting of the seventh board of directors and the 11th meeting of the seventh board of supervisors respectively. For details, please refer to the company’s disclosure on cninfo.com.cn in the same period Relevant announcements.
Proposals (1) and (2) are special resolutions, which shall be adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting. Proposals (3), (4) and (5) are ordinary resolutions, which shall be adopted by more than half of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders.
Shareholders who intend to participate in the company’s current employee stock ownership plan or those who are associated with the participants shall avoid voting on proposals (3), (4) and (5) and shall not accept the entrustment of other shareholders.
For the proposals considered at this meeting, the company will count the votes of small and medium-sized investors separately and disclose them to the public in a timely manner. Small and medium-sized investors refer to shareholders who individually or jointly hold less than 5% of the company’s shares (excluding 5%; excluding directors, supervisors and senior managers of the company).
3、 Proposal code
The example table of proposal code of this shareholders’ meeting is as follows:
Proposal code proposal name remarks
The checked column in this column can
vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on share repurchase of the company √ sub proposal as voting object
Number: (6)
1.01 purpose of share repurchase √
1.02 repurchased shares meet relevant conditions √
1.03 share repurchase method and price range √
1.04 type, purpose, total amount of funds, √
Quantity and proportion in total share capital
1.05 source of funds for share repurchase √
1.06 implementation period of share repurchase √
2.00 about requesting the general meeting of shareholders to authorize the board of directors to handle √
Proposal on purchase related matters
About Shenzhen Mindray Biomedical Electronics Co., Ltd
3.00 employee stock ownership plan of limited company in 2022 (Draft) √
And its summary
About Shenzhen Mindray Biomedical Electronics Co., Ltd
4.00 2022 ESOP Management Office of limited company √
Bill on the law of the people’s Republic of China
5.00 about submitting to the general meeting of shareholders to authorize the board of directors to handle public √
Proposal on matters related to the company’s employee stock ownership plan
4、 Meeting registration items
1. On site registration time: 9:30-12:00 and 14:00-17:30 on Friday, January 28, 2022. 2. On site attendance place: conference room, Meirui headquarters building, science and technology south 12th Road, high tech Industrial Park, Nanshan District, Shenzhen (the detailed attendance place depends on the number of on-site participants, and will be notified separately according to the contact information of participants reserved in the shareholder registration form).
3. On site attendance time: 13:00-14:15 PM, February 10, 2022
4. On site registration method:
(1) Natural person shareholders must register with their own ID card or other valid certificates or certificates that can indicate their identity, shareholder account card / shareholding certificate;
(2) The agent entrusted by the natural person shareholder to attend the meeting must register with the client’s valid ID card (copy), the agent’s valid ID card, the power of attorney (Annex 3) and the client’s shareholder account card / shareholding certificate;
(3) The legal representative or the entrusted agent of the legal person shareholder shall attend the meeting. If the legal representative attends the meeting, he / she shall go through the registration formalities with the shareholder’s account card / shareholding certificate, a copy of the business license stamped with the official seal, the certificate of the legal representative and his / her valid 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 valid ID card, a copy of the business license stamped with the official seal, the power of attorney issued by the legal representative, the certificate of the legal representative, and the shareholder’s account card / shareholding certificate of the legal person shareholder;
(4) Non local shareholders can register by e-mail or written letter with the above relevant certificates and documents. The company does not accept telephone registration. Shareholders should carefully fill in the registration form of participating shareholders (see Annex 2) for registration confirmation. The description is as follows:
a. For shareholders registered by e-mail, please send the scanned original of relevant registration materials and the registration form of participating shareholders to the designated mailbox of the company before 17:30 on Tuesday, February 8, 2022 [email protected]. Please indicate the subject of the email “the first extraordinary general meeting of shareholders in 2022”.
b. For shareholders registered by letter, the written letter must be delivered to the office of the board of directors of the company before 17:30 on Tuesday, February 8, 2022 (the registration date of the written letter shall be subject to the local postmark, and the letter shall be marked with the words “the first extraordinary general meeting of shareholders in 2022”).
Mailing address: Office of the board of directors at Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) Keji South 12th Road, high tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province (please indicate “the first extraordinary general meeting of shareholders in 2022” on the envelope); Postal Code: 518057. 5. Precautions:
(1) Shareholders and shareholders’ agents attending the meeting shall bring the original or copy of relevant certificates (if the copy is provided, the corporate shareholder shall affix the official seal of the unit and the natural person shareholder shall sign). The ID card and power of attorney of the attendees must show the original and go through the signing formalities on time.
(2) in view of the fact that the recent COVID-19 epidemic situation is still grim, in line with the relevant arrangements for the current prevention and control of New Coronavirus’s pneumonia, the company suggests that shareholders and shareholders’ representatives take the priority of online voting to participate in this general meeting.
(3) Remind shareholders and shareholders’ representatives who need to attend the on-site meeting to take effective protective measures, and there are differences between local risk levels and epidemic prevention policies, and cooperate with the requirements of the venue to register and accept body temperature detection and other related epidemic prevention work.
6. Others:
(1) The duration of the shareholders’ meeting is half a day, and the board, lodging and transportation expenses of the participants in the on-site meeting of the shareholders’ meeting shall be borne by themselves;
(2) On site meeting contact:
Contact: Ms. Jiang
Telephone
