Securities code: 603567 securities abbreviation: Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) Announcement No.: pro 2022-008 Heilongjiang Zbd Pharmaceutical Co.Ltd(603567)
Announcement on resolutions of the 17th meeting of the 4th board of 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.
The 17th meeting of the 4th board of directors of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) (hereinafter referred to as “the company”) was held by means of communication on January 29, 2022. The notice of the meeting was sent to all directors and other non voting participants by e-mail on January 26, 2022. Five directors should be present at the meeting and five directors actually arrived. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. long Tonghua, the director. The convening and convening of the meeting shall comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions. The meeting considered and adopted the following proposals by voting:
1、 The proposal on and its summary was reviewed and passed
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s senior managers and core personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, so that all parties can jointly pay attention to the long-term development of the company, and on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal income and contribution, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the actual situation of the company, The remuneration and assessment committee of the board of directors of the company has formulated the restricted stock incentive plan for Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 (Draft) and its abstract. The company will grant restricted shares to incentive objects by issuing RMB A-share common shares of the company to incentive objects.
Voting results: 4 in favor, 0 against and 0 abstention.
Mr. Yan Jiujiang, the director, is the incentive object of this incentive plan and avoids voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
For details, please refer to www.sse.com on the website of Shanghai Stock Exchange on the same day com. cn. The summary announcement of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan (Draft) and Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan (Draft) disclosed.
2、 The proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 was considered and adopted
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, the board of directors agreed that in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, In combination with the actual situation of the company, the management measures for the implementation and assessment of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan shall be formulated.
Voting results: 4 in favor, 0 against and 0 abstention.
Mr. Yan Jiujiang, the director, is the incentive object of this incentive plan and avoids voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
For details, please refer to www.sse.com on the website of Shanghai Stock Exchange on the same day com. cn. The administrative measures for the implementation and assessment of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) 2022 restricted stock incentive plan disclosed.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 was reviewed and adopted
In order to efficiently and orderly complete the relevant matters of the company’s restricted stock incentive plan (hereinafter referred to as the “incentive plan”), the board of directors of the company plans to submit to the general meeting of shareholders to authorize the board of directors to handle the relevant specific matters of the company’s incentive plan, including but not limited to the following matters:
1. Authorize the board of directors to determine the grant date of the incentive plan;
2. Authorize the board of directors to adjust the number of restricted shares according to the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
3. Authorize the board of directors to adjust the grant price and repurchase price of restricted shares in accordance with the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including but not limited to submitting an application for grant to Shanghai Stock Exchange; Apply to the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. for handling the relevant registration and settlement business; Go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions; Sign, execute, modify and complete the documents submitted to relevant government agencies, organizations and individuals; Amend the articles of Association; Handle the industrial and commercial registration of changes in the company’s registered capital, etc.
5. Authorize the board of directors to review and confirm the incentive object’s qualification and conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
6. Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
7. Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to submitting an application to Shanghai stock exchange for lifting the sales restriction; Apply to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for relevant registration and settlement business; Go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions; Sign, execute, modify and complete the documents submitted to relevant government agencies, organizations and individuals; Amend the articles of Association; Handle the industrial and commercial registration of changes in the registered capital of the company;
8. Authorize the board of directors to handle the prohibition of the sale of restricted shares that have not been lifted;
9. Authorize the board of directors to implement the change and termination of the incentive plan, including but not limited to canceling the incentive object’s qualification for lifting the restriction on sales, repurchasing and canceling the restricted shares of the incentive object that have not been lifted, handling the inheritance of the restricted shares of the deceased incentive object that have not been lifted, and terminating the company’s incentive plan;
10. Authorize the board of directors to sign, execute, modify and terminate any agreement related to this incentive plan; 11. Authorize the board of directors to manage and adjust the incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
12. To implement the incentive plan, appoint financial advisers, receiving banks, accountants, lawyers and other intermediaries;
13. Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the powers to be exercised by the general meeting of shareholders specified in relevant documents;
14. The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of the incentive plan.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Voting results: 4 in favor, 0 against and 0 abstention.
Mr. Yan Jiujiang, the director, is the incentive object of this incentive plan and avoids voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
4、 The proposal on convening Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
The company plans to hold Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) the first extraordinary general meeting of shareholders in 2022 on February 22, 2022. The meeting was held by on-site voting combined with online voting.
Voting results: 5 in favor, 0 against and 0 abstention.
It is hereby announced.
Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) board of directors February 7, 2022
