The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
(2) Online voting time: June 1, 2022. Among them, the specific time for online voting through the Shenzhen Stock Exchange trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on June 1, 2022; The specific time for online voting by the Internet voting system is any time from 9:15 am to 15:00 pm on June 1, 2022.
6. The meeting notice will be published on Securities Times, China Securities Journal, Securities Daily and www.cninfo.com.cn on May 17, 2022. The convening and holding procedures of this meeting are in compliance with the “Company Law of the People’s Republic of China”, “Securities Law of the People’s Republic of China”, “Shenzhen Stock Exchange Listing Rules” and “Articles of Association”, and the meeting is legal and valid.
A total of 48 shareholders, shareholder representatives and proxies attended the meeting, representing 325,518,270 shares, accounting for 54.6006% of the company’s total share capital of 596,180,525 shares. in:
1. 10 shareholders, shareholder representatives and proxies participated in the on-site voting, representing 297,327,381 shares, accounting for 49.8720% of the company’s total share capital of 596,180,525 shares;
2. 38 shareholders voted online, representing 28,190,889 shares, accounting for 4.7286% of the company’s total share capital of 596,180,525 shares;
3. A total of 40 small and medium investors participated in the meeting on-site and online, representing 28,238,889 shares, accounting for 4.7366% of the company’s total share capital of 596,180,525 shares;
4. Some directors, supervisors and senior management of the company attended and attended the meeting through on-site and video communication. Beijing Jingtian & Gongcheng Law Firm appointed lawyers Zheng Tingting and Li Xinxin to witness the shareholders meeting via video and issue legal opinions.
II. Proposal review and voting
The shareholders’ meeting was voted by a combination of on-site registered ballots and online voting. The following proposals were reviewed and voted on. The specific voting results are as follows:
1. Deliberation of the “Proposal on Repurchase and Cancellation of Restricted Shares Granted for the First Time under the 2020 Restricted Stock Incentive Plan, but Not Released from Restriction”
Voting result:
325,518,270 shares agreed, accounting for 100% of the total voting shares;
0 shares once morest, accounting for 0% of the total number of voting shares participating in the voting;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is: 28,238,889 shares in favor, accounting for 100% of the total number of valid voting shares of minority investors present at the meeting; 0 shares once morest, accounting for 0% of the total valid voting shares of minority investors present at the meeting; 0 abstention, accounting for 0% of the total valid voting shares of minority investors present at the meeting 0% of the total number of valid voting shares of minority investors at the meeting.
This proposal is a special resolution of the shareholders’ general meeting, and more than 2/3 of the total number of valid voting shares held by shareholders and shareholders’ representatives who have participated in the voting have been voted and passed.
The voting result passed.
2. Deliberation of the “Proposal on Repurchase and Cancellation of Restricted Shares that have been granted but have not been released from the Restricted Shares Incentive Plan for 2020 Restricted Stock Incentive Plan”
Voting result:
Agree 325,511,270 shares, accounting for 99.9978% of the total voting shares;
Oppose 7,000 shares, representing 0.0022% of the total voting shares participating in the voting;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 28,231,889 shares in favor, accounting for 99.9752% of the total number of valid voting shares of minority investors present at the meeting; 7,000 shares opposed, accounting for 0.0248% of the total number of valid voting shares of minority investors present at the meeting; 0 abstention, accounting for 0. 0% of the total number of valid voting shares of minority investors at the meeting.
This proposal is a special resolution of the shareholders’ general meeting, and more than 2/3 of the total number of valid voting shares held by shareholders and shareholders’ representatives who have participated in the voting have been voted and passed.
The voting result passed.
3. Reviewed the “Proposal on Changing the Company’s Registered Capital and Amending the “Articles of Association”
Voting result:
Agree 319,755,829 shares, accounting for 98.2298% of the total voting shares;
Dissenting 5,702,898 shares, accounting for 1.7519 % of the total voting shares;
59,543 shares were abstained from voting, accounting for 0.0183% of the total voting shares.
Among them, minority investors voted: 22,476,448 shares in agreement, accounting for 79.5940% of the total number of valid voting shares of minority investors present at the meeting; 5,702,898 opposed shares, accounting for 20.1952% of the total number of valid voting shares attended by minority investors at the meeting; 59,543 shares abstained, accounting for 59,543 shares attended 0.2109% of the total number of valid voting shares of minority investors at the meeting.
This proposal is a special resolution of the shareholders’ general meeting, and more than 2/3 of the total number of valid voting shares held by shareholders and shareholders’ representatives who have participated in the voting have been voted and passed.
The voting result passed.
4. Deliberation of the “Proposal on the 2017 Non-public Issuance of A Shares of Common Stocks to Complete the Project and Permanently Supplement the Working Capital with the Balance of Raised Funds”
Voting result:
Agree 325,511,270 shares, accounting for 99.9978% of the total voting shares;
Oppose 7,000 shares, representing 0.0022% of the total voting shares participating in the voting;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 28,231,889 shares in favor, accounting for 99.9752% of the total number of valid voting shares of minority investors present at the meeting; 7,000 shares opposed, accounting for 0.0248% of the total number of valid voting shares of minority investors present at the meeting; 0 abstention, accounting for 0. 0% of the total number of valid voting shares of minority investors at the meeting.
This proposal is a special resolution of the shareholders’ general meeting, and more than 2/3 of the total number of valid voting shares held by shareholders and shareholders’ representatives who have participated in the voting have been voted and passed.
The voting result passed.
5. Reviewed the “Proposal on the Application of Wholly-owned Subsidiaries and Controlled Subsidiaries to Relevant Banks for Comprehensive Credit Lines”
Voting result:
Agree 325,511,270 shares, accounting for 99.9978% of the total voting shares;
Oppose 7,000 shares, representing 0.0022% of the total voting shares participating in the voting;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 28,231,889 shares in favor, accounting for 99.9752% of the total number of valid voting shares of minority investors present at the meeting; 7,000 shares opposed, accounting for 0.0248% of the total number of valid voting shares of minority investors present at the meeting; 0 abstention, accounting for 0. 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
6. Reviewed the “Proposal on the Company’s Approval of Wholly-owned Subsidiaries to Apply for Comprehensive Credit Lines from Relevant Banks and Provide Guarantees for them”
Voting result:
Agree 325,511,270 shares, accounting for 99.9978% of the total voting shares;
Oppose 7,000 shares, representing 0.0022% of the total voting shares participating in the voting;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 28,231,889 shares in favor, accounting for 99.9752% of the total number of valid voting shares of minority investors present at the meeting; 7,000 shares opposed, accounting for 0.0248% of the total number of valid voting shares of minority investors present at the meeting; 0 abstention, accounting for 0. 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
7. Deliberation of the “Proposal on Amending the Rules of Procedure of the Supervisory Committee”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,733,741 shares, accounting for 1.7614% of the total voting shares;
7,000 shares were abstained from voting, representing 0.0022% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares in agreement, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,733,741 shares opposed, accounting for 20.3044% of the total number of valid voting shares attended by minority investors at the meeting; 7,000 shares abstained, accounting for 7,000 shares present 0.0248% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
8. Deliberation of the “Proposal on Amending the Rules of Procedure for the General Meeting of Shareholders”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,733,741 shares, accounting for 1.7614% of the total voting shares;
7,000 shares were abstained from voting, representing 0.0022% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares in agreement, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,733,741 shares opposed, accounting for 20.3044% of the total number of valid voting shares attended by minority investors at the meeting; 7,000 shares abstained, accounting for 7,000 shares present 0.0248% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
9. Deliberation of the “Proposal on Amending the Rules of Procedure of the Board of Directors”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,733,741 shares, accounting for 1.7614% of the total voting shares;
7,000 shares were abstained from voting, representing 0.0022% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares in agreement, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,733,741 shares opposed, accounting for 20.3044% of the total number of valid voting shares attended by minority investors at the meeting; 7,000 shares abstained, accounting for 7,000 shares present 0.0248% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
10. Deliberation of the “Proposal on Amending the “Working System for Independent Directors”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,733,741 shares, accounting for 1.7614% of the total voting shares;
7,000 shares were abstained from voting, representing 0.0022% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares in agreement, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,733,741 shares opposed, accounting for 20.3044% of the total number of valid voting shares attended by minority investors at the meeting; 7,000 shares abstained, accounting for 7,000 shares present 0.0248% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
11. Deliberation of the “Proposal on Amending the “Outbound Investment Management System”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,740,741 shares, accounting for 1.7636% of the total voting shares;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares agreed, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,740,741 shares opposed, accounting for 20.3292% of the total number of valid voting shares of minority investors present at the meeting; 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
12. Deliberation of the “Proposal on Amending the Decision-making System for Related Party Transactions”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,740,741 shares, accounting for 1.7636% of the total voting shares;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares agreed, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,740,741 shares opposed, accounting for 20.3292% of the total number of valid voting shares of minority investors present at the meeting; 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
13. Deliberation of the “Proposal on Amending the External Guarantee Management System”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,740,741 shares, accounting for 1.7636% of the total voting shares;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares agreed, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,740,741 shares opposed, accounting for 20.3292% of the total number of valid voting shares of minority investors present at the meeting; 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
14. Deliberation of the “Proposal on Amending the “Outside Donation Management System”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,733,741 shares, accounting for 1.7614% of the total voting shares;
7,000 shares were abstained from voting, representing 0.0022% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares in agreement, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,733,741 shares opposed, accounting for 20.3044% of the total number of valid voting shares attended by minority investors at the meeting; 7,000 shares abstained, accounting for 7,000 shares present 0.0248% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
15. Deliberation of the “Proposal on Amending the “Management System of Raised Funds”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,740,741 shares, accounting for 1.7636% of the total voting shares;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares agreed, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,740,741 shares opposed, accounting for 20.3292% of the total number of valid voting shares of minority investors present at the meeting; 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
16. Deliberation of the “Proposal on Amending the Implementation Rules of the Cumulative Voting System”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,740,741 shares, accounting for 1.7636% of the total voting shares;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares agreed, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,740,741 shares opposed, accounting for 20.3292% of the total number of valid voting shares of minority investors present at the meeting; 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
17. Deliberation of the “Proposal on Amending the “Information Disclosure Management System”
Voting result:
Agree 319,777,529 shares, accounting for 98.2364% of the total voting shares;
Dissenting 5,740,741 shares, accounting for 1.7636% of the total voting shares;
0 shares abstained from voting, accounting for 0% of the total voting shares participating in the voting.
Among them, the voting situation of minority investors is as follows: 22,498,148 shares agreed, accounting for 79.6708% of the total number of valid voting shares of minority investors present at the meeting; 5,740,741 shares opposed, accounting for 20.3292% of the total number of valid voting shares of minority investors present at the meeting; 0% of the total number of valid voting shares of minority investors at the meeting.
The voting result passed.
3. Legal opinions issued by lawyers
1. Law firm name: Beijing Jingtian & Gongcheng Law Firm.
2. Names of lawyers: Zheng Tingting, Li Xinxin.
3. Concluding observations: The convening and convening procedures of this general meeting are in compliance with the relevant provisions of the Company Law, the Rules of the General Meeting of Shareholders and the Articles of Association; the qualifications of the personnel attending the meeting and the qualifications of the convener are legal and valid; The voting procedures and voting results of the general meeting of shareholders are legal and valid.
4. Documents for reference
1. “Resolution of the First Extraordinary General Meeting of Shareholders of Yixintang Pharmaceutical Group Co., Ltd. in 2022”;
2. The Legal Opinion of Beijing Jingtian & Gongcheng Law Firm on the First Extraordinary General Meeting of Shareholders of Yixintang Pharmaceutical Group Co., Ltd. in 2022 issued by Beijing Jingtian & Gongcheng Law Firm.
Yixintang Pharmaceutical Group Co., Ltd.
Board of Directors
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