Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

RemeGen Co., Ltd. AGM Information 2023

Apr 27, 2023

51206_rns_2023-04-27_3cf72823-a5c4-4bff-8ec6-3e93cd1be811.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [112 x 39] intentionally omitted <==

RemeGen Co., Ltd.[*] 榮 昌 生 物 製 藥( 煙 台 )股 份 有 限 公 司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 9995)

PROXY FORM FOR USE AT THE 2022 ANNUAL GENERAL MEETING

I/We[(Note][1)]

of

being the registered holder(s) of

H Shares[(Note][2)] of RemeGen Co., Ltd.* (the ‘‘Company’’),

HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][3)] or

of

as my/our proxy to attend and act for me/us at the 2022 annual general meeting of the Company to be held at Room 6134, Phase III Building of the Company at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC on Friday, June 9, 2023 at 2:00 p.m. (the ‘‘Meeting’’) (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below[(Note][4)] .

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS For (Note 4) Against (Note 4) Abstain (Note 4)
1. To consider and approve the report on the work of theboard of Directors of the Company for the year 2022.
2. To consider and approve the report on the work of theSupervisory Committee of the Company for the year2022.
3. To consider and approve the financial accounts reportof the Company for the year 2022.
4. To consider and approve the full text of annual reportof the Company for the year 2022 and its summary.
5. To consider and approve the annual profit distributionplan of the Company for the year 2022.
6. To consider and approve the re-appointment of 2023domestic and foreign accounting firms.
7. To consider and confirm the remuneration of Directorsof the Company.
8. ToconsiderandconfirmtheremunerationofSupervisors of the Company.
SPECIAL RESOLUTION For (Note 4) Against (Note 4) Abstain (Note 4)
9. 9. To consider and approve the general mandate to issueadditional A Shares and/or H Shares.
ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS
ORDINARY RESOLUTIONS
10. Election of Directors (other than Independent Non-executive Directors) for the Second Session of theBoard: The following resolutions to be voted on bycumulative voting (number of votes cast) (Note 5)
10.1 To elect Mr. Wang Weidong as an executiveDirector of the Company;
10.2 To elect Dr. Fang Jianmin as an executiveDirector of the Company;
10.3 To elect Dr. He Ruyi as an executive Director ofthe Company;
10.4 To elect Mr. Lin Jian as an executive Director ofthe Company;
10.5 To elect Dr. Wang Liqiang as a non-executiveDirector of the Company; and
10.6 To electDr. Su Xiaodi as a non-executiveDirector of the Company.
11. Election of Independent Non-executive Directors forthe Second Session of the Board: The following resolutions to be voted on bycumulative voting (number of votes cast) (Note 5)
11.1 To elect Mr. Hao Xianjing as an independentnon-executive Director of the Company;
11.2 To elect Dr. Ma Lan as an independent non-executive Director of the Company; and
11.3 To elect Mr. Chen Yunjin as an independentnon-executive Director of the Company.
12. 12. ElectionofSupervisors(otherthanemployeerepresentative Supervisor) for the Second Session ofthe Supervisory Committee: The following resolutions to be voted on bycumulative voting (number of votes cast) (Note 5)
12.1 To elect Mr. Ren Guangke as a non-employeerepresentativeSupervisoroftheSupervisoryCommittee; and
12.2 To elect Mr. Li Yupeng as a non-employeerepresentativeSupervisoroftheSupervisoryCommittee.

Date:

Signature(s)[(Note][5)] :

Notes:

  1. Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK LETTERS.

  2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number of shares is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).

  3. If any proxy other than the chairman of the Meeting is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING or’’ and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. Such proxies may only exercise their voting rights in a poll. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

  4. IMPORTANT: FOR RESOLUTIONS THAT WERE NOT VOTED ON VIA CUMULATIVE VOTING, IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘For’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘Against’’. IF YOU WISH TO ABSTAIN, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘Abstain’’. The shares abstained will be counted in the calculation of the required majority. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as ‘‘Abstained’’.

  5. Note: A cumulative voting system was adopted for voting on the above resolutions 10, 11 and 12. Please fill out the appropriate blank spaces on your ballot to indicate your voting intention.

    • (i) In the election of executive and non-executive Directors, you are entitled to a number of votes equal to the number of shares held by you multiplied by the total number of executive and non-executive Directors to be elected. Such votes may only be cast for executive and non-executive Director candidates, with the winner being the candidate who receives the highest number of votes. The total number of your votes for one or more executive and non-executive Director candidates shall not exceed the total voting rights you have, otherwise your votes will be invalid. If the total number of your votes for one or more executive and non-executive Director candidates is less than the total voting rights you have, your votes shall be valid and the difference shall be deemed to be an abstention.

    • (ii) In the election of independent non-executive Directors, you are entitled to a number of votes equal to the number of shares held by you multiplied by the total number of independent non-executive Directors to be elected. Such votes may only be cast for independent non-executive Director candidates, with the winner being the candidate who receives the highest number of votes. The total number of your votes for one or more independent non-executive Director candidates shall not exceed the total voting rights you have, otherwise your votes will be invalid. If the total number of your votes for one or more independent non-executive Director candidates is less than the total voting rights you have, your votes shall be valid and the difference shall be deemed to be an abstention.

    • (iii) In the election of non-employee representative Supervisors, you are entitled to a number of votes equal to the number of shares held by you multiplied by the total number of non-employee representative Supervisors to be elected. Such votes may only be cast for non-employee representative Supervisor candidates, with the winner being the candidate who receives the highest number of votes. The total number of your votes for one or more non-employee representative Supervisor candidates shall not exceed the total voting rights you have, otherwise your votes will be invalid. If the total number of your votes for one or more non-employee representative Supervisor candidates is less than the total voting rights you have, your votes shall be valid and the difference shall be deemed to be an abstention.

  6. This proxy form must be signed by you or your attorney duly authorised in writing. If the shareholder is a corporation, the proxy form must be either under the seal of the corporation (must be signed by the legal representative/person-in-charge in case of a shareholder being a domestic corporation) or signed by its director(s) or duly authorized attorney(s). If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

  7. In case of joint holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

  8. In order to be valid, the proxy form together with the notarized power of attorney or other authorization document (if any) must be deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H shareholders) not less than 24 hours before the time fixed for the holding of the Meeting or any adjournment thereof (as the case may be) (i.e. not later than 2:00 p.m. on Thursday, June 8, 2023 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the 2022 annual general meeting or any adjournment thereof if he/she so wishes. Shareholders and shareholder proxies are required to produce identity proof when attending the Meeting (and any adjournment thereof).

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/ Computershare Hong Kong Investor Services Limited at the above address.

  • For identification purposes only