Securities code: 603567 securities abbreviation: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) Announcement No.: pro 2022-011 Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
Announcement on public solicitation of voting rights by independent directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● starting and ending time of solicitation of voting rights: from February 15 to February 18, 2022 (9:00-11:00, 14:00-16:00)
● solicit the voting opinions of the person on all voting matters: agree
● the soliciter does not hold shares of the company
In accordance with the relevant provisions of the measures for the administration of equity incentives of listed companies (hereinafter referred to as the "measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Cui Shaohua, an independent director of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) (hereinafter referred to as " Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) " or "the company"), was entrusted by other independent directors as the collector, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on February 22, 2022.
1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
Cui Shaohua, male, born in 1957, bachelor degree, senior accountant. Served as Changjiang Securities Company Limited(000783) director from 2001 to 2020; 2002-2010 chairman of Haier New York Life Insurance Co., Ltd; Served as Bank Of Qingdao Co.Ltd(002948) director from 2005 to 2012; From 2005 to 2010, he served as the supervisor of Haier Finance Group Co., Ltd; Vice president of Haier Group from 2007 to 2010; Since 2014, he has served as executive director of Jicai Jinghua capital management (Qingdao) Co., Ltd; He has been an Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) independent director since May 2017.
At present, the collector does not hold the company's shares, is not punished for securities violations, and is not involved in major civil litigation or arbitration related to economic disputes.
The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the company's equity; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
(II) solicit the voting opinions and reasons of the voting matters
The collector believes that this restricted stock incentive plan is conducive to the sustainable development of the company, and there is no situation that damages the interests of the listed company and all shareholders, especially small and medium-sized shareholders, or violates the provisions of relevant laws, regulations and normative documents. Therefore, we agree to the proposal on and its summary.
2、 Basic information of this shareholders' meeting
(I) date, time and place of on-site meeting
Date and time of the meeting: 14:00 on February 22, 2022
Venue: No. 8, Yantai 1st Road, bungalow Development Zone, Harbin
(II) system, starting and ending date and voting time of online voting
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 22, 2022
To February 22, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 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.
(III) matters considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
No. proposal name
A-share shareholders
Non cumulative voting motion
1. About Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 √
Proposal on institutional stock incentive plan (Draft) and its abstract
2 about Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 √
Proposal on the administrative measures for the implementation and assessment of institutional stock incentive plans
3. About requesting the general meeting of shareholders of the company to authorize the board of directors of the company to handle 2022 √
Proposal on matters related to the annual restricted stock incentive plan
For details on the convening of this general meeting of shareholders, please refer to the company's website www.sse.com on February 7, 2022 com. cn. Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
3、 Solicitation scheme
(I) collection object
As of Monday, February 14, 2022, all shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and registered to attend the meeting.
(II) starting and ending time of collection
From February 15 to February 18, 2022 (9:00-11:00, 14:00-16:00).
(III) collection procedure
1. If the shareholders within the scope of the solicitation object decide to entrust the soliciter to vote, the power of attorney for soliciting voting rights shall be filled in item by item according to the format and content determined in the annex to this report.
2. The client shall submit the power of attorney and other relevant documents signed by itself to the office of the board of directors of the company entrusted by the collector; The power of attorney and other relevant documents shall be signed and received by the office of the board of directors of the company.
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney and a copy of the stock account card; The legal representative of the shareholder shall affix the official seal and submit the document page by page in accordance with the provisions of this article;
(2) If the entrusted voting shareholder is a natural person shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of its stock account card; All documents submitted by natural person shareholders in accordance with the provisions of this article shall be signed by the shareholders themselves page by page;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the shareholders who entrust to vote have prepared relevant documents according to the above requirements, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail to the address specified in this report within the specified collection time. If registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt at the office of the board of directors of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: No. 8, Yantai 1st Road, Pingfang District, Harbin, Heilongjiang
Contact: Zhang Zhongfang
Tel: 0451-86811969
Fax: 105047-8751
Postal Code: 150060
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark "power of attorney for public solicitation of voting rights by independent directors" in a prominent position.
(IV) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report;
2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(V) if the shareholder repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VI) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of the solicitor will automatically become invalid;
2. If the shareholder entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will determine that its authorization to the solicitor will automatically become invalid;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(VIII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholder according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholder himself or issued by the shareholder's authorized agent. The power of attorney and relevant supporting documents that meet the formal requirements specified in this announcement are confirmed to be valid.
It is hereby announced.
Collected by: Cui Shaohua February 7, 2022 attachment:
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I have carefully read the Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) announcement on public solicitation of voting rights of independent directors, Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) notice on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, We have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Mr. Cui Shaohua, an independent director of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) to attend the first extraordinary general meeting of shareholders in Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 as my / the company's agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company's voting opinions on this solicitation of voting rights are as follows:
No. name of proposal: Yes, no, abstention
1. About the company's 2022 restricted stock incentive plan (Draft)
And its summary
2 examination on the implementation of the company's restricted stock incentive plan in 2022
Proposal on nuclear management measures
3. About requesting the general meeting of shareholders of the company to authorize the board of directors to handle 2022
Proposal on matters related to the annual restricted stock incentive plan
(the client shall express authorization opinions on each proposal. The specific authorization shall be subject to "√" in the corresponding box, and failure to fill in shall be deemed as waiver)
Name of the client (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares entrusted by shareholders:
Entrusted shareholder's securities account No.:
Signed on:
Validity period of this authorization: from the signing date to the end of the first extraordinary general meeting of shareholders in 2022.
