Securities Code: 688520 Securities Abbreviation: Shenzhou Cell Announcement Number: 2022-003
The company’s supervisory board and all supervisors guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
1. The convening of the meeting of the supervisory board
The 21st meeting of the First Supervisory Board of Beijing Shenzhou Cell Biotechnology Group Co., Ltd. (hereinfollowing referred to as the “Company”) was held on-site and by communication in the company’s conference room on February 8, 2022. The notice of this meeting was delivered to all supervisors by communication on February 5, 2022. There should be 3 supervisors present at this meeting, and 3 supervisors who actually arrived at the meeting. The meeting was chaired by Mr. Li Xun, Chairman of the supervisory board. The convening and convening procedures of the meeting are in accordance with the provisions of the “Company Law of the People’s Republic of China”, “Articles of Association of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.” (hereinfollowing referred to as the “Articles of Association”) and other relevant laws, regulations and normative documents.
2. Deliberations at the meeting of the supervisory board
After full discussion with the participating supervisors, the meeting deliberated and passed the following bills by voting：
(1) Consider and pass the “Motion on Extending the Validity period of the resolution of the company’s Plan to Issue A-shares to Specific Targets”
The company’s first extraordinary general meeting of Shareholders in 2021 deliberated and passed the “Proposal on the Company’s Plan to Issue A-shares to Specific Targets in 2021”. In order not to affect the company’s 2021 issuance of shares to specific targets (hereinfollowing referred to as “this issuance”), it agreed to extend the validity period of this issuance resolution from the original expiration date to the 12-month expiration date stipulated by the China Securities Regulatory Commission on the company’s registration approval of this issuance. Deadline. Except for the extension of the validity period of the resolution, the original plan for the company’s issuance remains unchanged.
For specific details, please refer to the company’s website on the Shanghai Stock Exchange (www.sse.com.cn ) Relevant announcements for disclosure.
Voting results: 3 votes for, 0 votes once morest, and 0 abstention.
This bill still needs to be submitted to the company’s general meeting of shareholders for deliberation.
Hereby announce.
Supervisory Board of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
February 10, 2022
Securities Code: 688520 Securities Abbreviation: Shenzhou Cell Announcement Number: 2022-004
Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
Resolution on extending the company’s issuance of shares to specific targets
Announcement of validity period and related authorization validity period
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Beijing Shenzhou Cell Biotechnology Group Co., Ltd. (hereinfollowing referred to as the “Company”) held the sixteenth meeting of the first board of Directors and the fourteenth meeting of the first board of Supervisors on January 22, 2021 to consider and approve the company’s 2021 issuance of A-shares to specific targets (hereinfollowing referred to as the “issuance”) Related bills, and held the first extraordinary general meeting of Shareholders in 2021 on February 9, 2021. Deliberated and approved matters related to the company’s issuance. On August 16, 2021, the company held the 19th meeting of the first board of directors and the 17th meeting of the first board of supervisors. It considered and passed the “Proposal on Adjusting the company’s Plan to Issue A-shares to Specific Targets in 2021” and other related bills, and adjusted the issuance plan this time.
According to the “Proposal on the Company’s Plan to Issue A-shares to Specific Targets in 2021” and “Proposal on Requesting the general meeting of Shareholders to Authorize the board of Directors and its Authorized Persons to Handle Specific Matters Related to the Issuance of A-shares to Specific Targets” considered and approved by the company’s first extraordinary general meeting of Shareholders held on February 9, 2021, the validity period of the company’s issuance resolution and the general meeting of shareholders authorize the board of directors and its authorized persons to handle specific matters related to this issuance are 12 months from the date of the first extraordinary general meeting of Shareholders in 2021. The validity period of the above-mentioned resolutions and the validity period of related authorizations are regarding to expire.
The company has received the “Approval on Agreeing to the Registration of Beijing Shenzhou Cell Biotechnology Group Co., Ltd. to Issue Shares to Specific Targets” issued by the China Securities Regulatory Commission (hereinfollowing referred to as the “China Securities Regulatory Commission”) on November 23, 2021 (securities regulatory license).[2021]No. 3634), the validity period of approval is 12 months from the date of consent to registration. At present, the issuance work has not yet ended.
In view of the fact that the validity period of the aforementioned resolutions and related authorizations is regarding to expire and the company has not yet completed this issuance, in order to ensure the continuity, effectiveness and smooth development of this issuance, the company held the 23rd meeting of the first board of directors and the 21st meeting of the first board of Supervisors on February 8, 2022, and deliberated and passed the “Proposal on Extending the validity period of the company’s Resolution on the Issuance of A-shares to Specific Targets”, and agreed to extend the validity period of this issuance resolution from the original expiration date to the 12-month expiration date stipulated by the China Securities Regulatory Commission for the company’s issuance and approval of this issuance; deliberated and passed the “Proposal on the Proposal to Extend the Validity Period of the Company’s A-share Issuance Plan to Specific Targets”. The general meeting of Shareholders extended the proposal to authorize the Board of directors and its authorized persons to handle the validity period of specific matters related to the issuance of A-shares by the company to specific targets, and agreed to submit to the general meeting of shareholders to authorize the board of directors and the authorized persons of the board of directors to handle all specific matters related to the issuance. The validity period of the issuance shall be extended from the original expiration date to the 12-month expiration date stipulated by the China Securities Regulatory Commission on the company’s registration and approval of this issuance. In addition, the company’s original issuance plan for this issuance, the general meeting of shareholders authorized the board of directors and its authorized persons to handle the specific matters of this issuance with full authority, and other contents remain unchanged.
The independent directors of the company have approved and issued agreed independent opinions on the “Motion on Extending the Validity period of the company’s Resolution on the Issuance of A-shares to Specific Targets” in advance, and have issued agreed independent opinions on the “Motion on Requesting the General meeting of Shareholders to extend the authorization of the Board of Directors and its authorized Persons to handle specific matters of the company’s Issuance of A-shares to Specific Targets”. The “Motion on extending the validity period of the resolution of the company’s plan to issue A-shares to Specific Targets” and the “Motion on requesting the General meeting of Shareholders to extend the validity period of the resolution authorizing the board of directors and its authorized Persons to handle specific matters of the company’s issuance of A-shares to Specific targets” still need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
Hereby announce.
Board of Directors of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
February 10, 2022
Securities Code: 688520 Securities Abbreviation: Shenzhou Cell Announcement Number: 2022-005
Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
Notice on convening the first extraordinary General Meeting of Shareholders in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of the announcement, and bear legal responsibility for the authenticity, accuracy and completeness of the content in accordance with the law.
Important content tips：
● Date of general meeting of shareholders: February 25, 2022
● The online voting system used in this general meeting of shareholders: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
1. The basic situation of holding a meeting
(1) Types and sessions of shareholders’ general meetings
The first Extraordinary General Meeting of Shareholders in 2022
(2) The convenor of the general meeting of shareholders: the board of directors
(3) Voting method: The voting method used in this general meeting of shareholders is a combination of on-site voting and online voting.
(4) The date, time and place of the on-site meeting
Date and time of meeting: 14:30, February 25, 2022
Venue: Unit 1606, 16th Floor, Main Building, Beijing Broadcasting Building, No. 14A Jianwai Street, Chaoyang District, Beijing
(5) The system of online voting, the start and end dates, and the voting time.
Online voting system: Online voting system for general meetings of shareholders of the Shanghai Stock Exchange
Online voting start and end time: from February 25, 2022
Until February 25, 2022
Using the online voting system of the Shanghai Stock Exchange, the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, that is, 9:15-9:25,9:30-11:30，13:00-15:00； The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(6) Voting procedures for margin financing, transfer of financing, agreed repurchase of business accounts and Shanghai Stock Connect investors
Voting involving margin financing, transfer of financing business, agreed repurchase business-related accounts, and Shanghai Stock Connect investors shall be implemented in accordance with relevant regulations such as the “Shanghai Stock Exchange Science and Technology Innovation Board Self—regulatory Guidelines for Listed Companies No. 1-Standardized Operations”.
(7) Involving public solicitation of shareholders’ voting rights
Not involved.
2. Matters for deliberation at the meeting
The general meeting of shareholders deliberated the proposals and voted on the types of shareholders
1. Explain the time and disclosure media of each bill that has been disclosed
The proposal submitted to the general meeting of shareholders for deliberation has been deliberated and approved by the 23rd meeting of the first board of Directors of the company. For specific details, please refer to the company’s website on the Shanghai Stock Exchange on February 10, 2022 (www.sse.com.cn ) Relevant announcements for disclosure.
2. Special resolutions and bills: 1, 2
3. Proposals for separate counting of votes for small and medium-sized investors: 1, 2
4. Motions involving related shareholders to avoid voting: 1, 2
The names of related shareholders who should avoid voting: Lhasa Eric Investment Consulting Co., Ltd., Lhasa Lianghaoyuan Investment Consulting Co., Ltd. and Xie Liangzhi
5. Proposals involving the participation of preferred shareholders in voting: none
3. Precautions for voting at shareholders’ general meetings
(1) If shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of a designated securities company) to vote, or log in to the Internet voting platform (website:vote.sseinfo.com ) To vote. If you log in to the Internet voting platform for the first time to vote, investors need to complete shareholder authentication. For specific operations, please refer to the website of the Internet voting platform for instructions.
(2) If the same voting right is repeated through on-site, the institute’s online voting platform, or other methods, the results of the first voting shall prevail.
(3) Shareholders can only submit all proposals following voting on them.
4. Participants in the meeting
(1) Shareholders of the company registered in the Shanghai Branch of China Registration and Settlement Co., Ltd. at the close of the market on the followingnoon of the equity registration day have the right to attend the general meeting of shareholders (see the table below for details), and may entrust an agent in writing to attend the meeting and participate in voting. The agent does not have to be a shareholder of the company.
(2) Company directors, supervisors and senior management personnel.
(3) Lawyers hired by the company.
(4) Other personnel.
5. Meeting registration method
(1) Registration procedures：
Shareholders or shareholder agents who intend to attend this general meeting of shareholders on site should hold the following documents for registration：
1. If the legal representative/executive affairs partner/executive affairs partner of the shareholder of the enterprise appoints a representative to attend the general meeting of shareholders in person, he shall go through the registration procedures with his ID/passport, the legal representative/executive affairs partner/executive affairs partner’s appointed representative’s identity certificate, a copy of the company’s business license (stamped with the official seal), and a securities account card; if the shareholder of the enterprise entrusts an agent to attend the general meeting of shareholders, he shall go through the registration procedures with the agent’s ID/passport, power of attorney (please refer to the attachment for details on the format of the power of attorney), a copy of the company’s business license (stamped with the official seal), and a securities account card.
2. If the shareholders of natural persons attend the general meeting of shareholders in person, they shall apply for registration with their ID/passport and securities account card; if the shareholders of natural persons entrust an agent to attend, they shall apply for registration with the agent’s ID/passport, power of attorney (please refer to the attachment for details on the format of the power of attorney), the principal’s securities account card, and a copy of the principal’s ID card.
3. A copy of the above-mentioned registration materials must be provided. A copy of the personal registration materials must be signed by the individual, and a copy of the legal representative’s certificate must be affixed with the company’s official seal.
4. Shareholders or agents of the company can register directly with the company, or they can register by letter; in order to cooperate with the current arrangements for the prevention and control of the novel coronavirus infection and pneumonia epidemic, the company encourages shareholders or agents to register by letter. The letter must indicate the shareholder’s name/name, shareholder’s account number, contact address, ZIP code, and telephone number, and attach a copy of the supporting materials listed in paragraphs 1 and 2 above. The original copy must be brought when attending the meeting. Please indicate “General Meeting of Shareholders” on the letter, and it must be delivered to the registration place before 16:00 on February 22, 2022, the registration time.
(2) Registration time: February 22, 2022 (14:00-16:00).
(3) Registration location: Entrance Guard Room, No. 31, Kechuang 7th Street, Beijing Economic and Technological Development Zone, Beijing
(4) Registration method: on-site registration and letter registration can be used
(5) Precautions: Shareholders should bring the above-mentioned documents when attending on-site meetings. The company does not accept telephone registration.
6. Other matters
(1) In line with the current relevant arrangements for the prevention and control of the novel coronavirus infection and pneumonia epidemic, the company encourages shareholders, shareholders’ agents and other participants to participate in this general meeting of shareholders by online voting. Shareholders, shareholder agents and other participants who need to participate in on-site meetings should take effective protective measures, and cooperate with on-site requirements, accept identity verification and information registration, body temperature testing, present health codes, and provide recent itinerary records and other related epidemic prevention work. If relevant government departments and other competent agencies issue new epidemic prevention regulations on the day of the meeting, the company has the right to require participants to cooperate in the implementation. Shareholders who do not meet the requirements of the epidemic prevention and control policy will not be able to enter the meeting site, but they can still vote through online voting or proxy voting.
(2) Shareholders or agents attending the meeting shall pay for transportation, room and board at their own expense.
(3) Shareholders participating in the meeting should arrive at the meeting site 30 minutes in advance to sign in and register, and cooperate with the requirements of the venue to undergo body temperature testing, present a health code, and provide recent itinerary records and other related epidemic prevention work.
(4) Conference contact information
Contact: Tang Liming, Zeng Yan
Contact number: 010-58628328
Address: No. 31, Kechuang 7th Street, Beijing Economic and Technological Development Zone, Beijing
Hereby announce.
Board of Directors of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
February 10, 2022
Attachment 1: Power of Attorney
Power of attorney
Beijing Shenzhou Cell Biotechnology Group Co., Ltd.：
I hereby entrust Mr. (madam) to represent our company (or myself) at the first extraordinary general meeting of shareholders of your company in 2022 held on February 25, 2022, and to exercise the right to vote on your behalf.
Number of common shares held by the principal：
Number of preferred shares held by the principal：
Principal shareholder account number：
Signature of the principal (seal): signature of the trustee：
Principal ID number: Trustee ID number：
Commission date: year, month, day
Remarks：
The principal should choose one of the “agree”, “object” or “abstain” intentions in the power of attorney and type “√”. If the principal does not give specific instructions in this power of attorney, the trustee has the right to vote according to his own wishes.
