TIANJIN ZHONG XIN PHARMACEUTICAL GROUP CORPORATION LIMITED
(Company Registration No.: 91120000103100784F)
(Incorporated in the People's Republic of China)
MINUTES OF THE 1ST EXTRAORDINARY GENERAL MEETING OF TIANJIN ZHONG XIN PHARMACEUTICAL GROUP CORPORATION LIMITED (THE "COMPANY") FOR FY2021 HELD ON 6 SEPTEMBER 2021
DATE | : | 6 September 2021 |
TIME | : | 2.15 p.m. |
VENUE | : Meeting room of Zhongxin Mansion, No. 17 Baidi Road, Nankai | |
District, Tianjin, the People's Republic of China 300193 for holders | ||
of "A" shares ("A-Shareholders") | ||
Concurrently, the EGM (as defined herein) was held by electronic | ||
means for holders of "S" shares ("S-Shareholders", together with | ||
the A-Shareholders, the "Shareholders") in Singapore | ||
CALLED BY | : | Board of Directors |
CHAIRMAN OF THE EGM | : | Ms. Li Yan |
INTRODUCTION
The Chairman of the EGM ("EGM Chairman") welcomed all the Shareholders to the Company's 1st extraordinary general meeting for the financial year ending 31 December 2021 ("FY2021") ("EGM" or "Extraordinary General Meeting") and stated that voting by A-Shareholders at the EGM were to be carried out through a combination of on-site voting and online voting. Concurrently, the Company has provided S-Shareholders with access to observing and/or listening to the EGM proceedings via "live" audio-and-video webcast or "live" audio-only stream in accordance with relevant regulations and rules currently implemented in Singapore due to the COVID-19 situation. The EGM Chairman then called the proceedings of the EGM to be officially started.
QUORUM
As a quorum was present, Ms. Jiao Yan (Secretary to the Board), on behalf of the EGM Chairman, called the EGM to order at 2.15 p.m.
Ms. Jiao Yan, on behalf of the EGM Chairman, then introduced the following persons who were present at the EGM or attended the EGM via live webcast or audio conference:
Physically present: | |
Directors | - Ms. Li Yan (Chairman of Board) |
Mr. Zhang Ping (Non-Independent and Non-Executive Director) | |
Ms. Li Qing (Independent and Non-Executive Director) | |
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Mr. Zhou Hong (Executive Director) | |
Mr. Wang Mai (Executive Director) | |
Secretary to the Board | - Ms. Jiao Yan |
Supervisors | - Mr. Zhao Zhibin (Employee Supervisor) |
Ms. Guo Xiumei (Employee Supervisor) | |
Management | - Mr. Zhang Jian (Deputy General Manager) |
Mr. Zhou Hong (Deputy General Manager and Chief Engineer) | |
Ms. Niu Shengfang (Deputy General Manager) | |
PRC Legal Counsel | - Guantao Law Firm (Tianjin Office) |
Represented by: Ms. Guo Jichun | |
Ms. Yang Miao |
Attended via live webcast or audio conference:
Directors | - Mr. Wong Gang (Independent and Non-Executive Director) |
Mr. Liew Yoke Pheng Joseph (Independent and Non-Executive | |
Director) | |
Singapore Legal Counsel | - Shook Lin & Bok LLP |
Represented by: Ms. Esther Ng | |
Singapore Polling Agent | - Boardroom Corporate & Advisory Services Pte. Ltd. |
Represented by: Mr. Rick Ong | |
Mr. Ong Sui Mou | |
Singapore Scrutineer | - Drewcorp Services Pte. Ltd. |
Represented by: Ms. Esther Au | |
Ms. Noordiah |
NOTICE OF MEETING AND BUSINESS OF THE EGM
Ms. Jiao Yan, on behalf of the EGM Chairman, stated that the meeting materials have been sent to Shareholders or published on the website of the Shanghai Stock Exchange and SGXNet, and the notice convening the EGM was taken as read. The EGM proceeded to consider the resolution which was being tabled for Shareholders' approval at the EGM.
The Company had not received any questions submitted by S-Shareholders in advance of the EGM. The question raised by an A-Shareholder at the EGM and the Company's response are set out below:
Question: Whether Mr. Guo Min together with Mr. Guo Tao, one of the directors of Jinhushen Biological Medical Science and Technology Co., Ltd (津沪深生物医药科技有限公司), jointly control Shenzhen Angel Drinking Industry Group Co., Ltd. (深圳安吉尔饮水产业集团有限公司)?
Company's Response: At present, the Company has not received any relevant information from any
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person that Mr. Guo Min and Mr. Guo Tao are the actual controllers of Shenzhen Angel Drinking Industry Group Co., Ltd. (深圳安吉尔饮水产业集团有限公司).
VOTING PROCEEDINGS AND RESULTS
Ms. Jiao Yan, on behalf of the EGM Chairman, stated that voting by S-Shareholders had been conducted in advance of the EGM by the appointment of the EGM Chairman as proxy and had been verified by a Singapore scrutineer appointed by the Company pursuant to the relevant regulations and rules currently implemented in Singapore due to the COVID-19 situation, and the voting results was to be declared together with those of the A-Shareholders. It was noted that Drewcorp Services Pte Ltd had been appointed as the Singapore scrutineer for the EGM.
Ms. Jiao Yan, on behalf of the EGM Chairman, then stated that with respect to voting by the A- Shareholders, the scrutineer team comprised of Ms. Guo Jichun (representative of PRC legal counsel), Ms. Guo Xiumei (employee supervisor), Ms. Wang Wei (representative of A-Shareholders) and counting personnel comprised of Ms. Jiang Ling and Mr. Wang Jian.
Ms. Guo Jichun introduced the voting rules and procedures for A-Shareholders on behalf of the scrutineer team, following which the A-Shareholders proceeded to vote, and the EGM was adjourned for 1.25 hour(s).
The EGM resumed at 4:00 p.m., and Ms. Jiao Yan, on behalf of the EGM Chairman, proceeded to announce the voting results of the resolution.
Resolution 1 - To consider and approve the proposed appointment of Mr. Guo Min as Executive and Non-Independent Director of the Company with effect from the date of the Extraordinary General Meeting
FOR | AGAINST | FORFEITED | ||||
As a | As a | As a | ||||
percentage | percentage | percentage | ||||
of total | of total | of total | ||||
number of | number of | number of | ||||
Number of | votes for | Number of | votes for | Number of | votes for | |
shares | and | shares | and | shares | and | |
against the | against the | against the | ||||
resolution | resolution | resolution | ||||
(%) | (%) | (%) | ||||
335,326,930 | 99.874 | 422,338 | 0.126 | 0 | 0.000 | |
Based on the voting results, Ms. Jiao Yan, on behalf of the EGM Chairman, declared the motion carried.
WITNESSED BY PRC LEGAL COUNSEL
Ms. Guo Jichun, the representative of the PRC legal counsel of the Company, confirmed that the calling and convening of the EGM were in compliance with provisions of relevant laws, regulations and normative documents, as well as the Articles of Association of the Company. The eligibility of the Board of Directors to call the EGM and the Shareholders present at the EGM were legitimate and valid. The voting procedures and results of the EGM were legitimate and valid.
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CLOSURE
There being no other business to transact, Ms. Jiao Yan, on behalf of the EGM Chairman, declared the EGM of the Company closed at 4:05 p.m. and thanked everyone for their attendance.
CONFIRMED AS A TRUE RECORD OF PROCEEDINGS HELD
Ms. Li Yan
Chairman of the Board
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Disclaimer
Tianjin Zhongxin Pharmaceutical Group Corporation Ltd. published this content on 27 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 September 2021 09:41:04 UTC.