Securities code: 600222 securities abbreviation: Henan Taloph Pharmaceutical Stock Co.Ltd(600222) No.: pro 2022-006
Henan Taloph Pharmaceutical Stock Co.Ltd(600222)
Announcement of resolutions of the 22nd Meeting of the 8th 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 22nd Meeting of the 8th board of directors of Henan Taloph Pharmaceutical Stock Co.Ltd(600222) (hereinafter referred to as “the company”) was held in the form of on-site combined communication in the conference room on the first floor of the company at 10:30 on February 9, 2022. The meeting was convened and presided over by Chairman Mr. Li Jingliang. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. Among them, directors Mr. Li Jinbao and Mr. Fang Liang attended and voted by means of communication, and all supervisors attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions made are legal and effective.
After deliberation and voting, the meeting adopted the following resolutions:
1、 Deliberated and adopted the proposal on the early replacement of the board of directors and the election of non independent directors of the ninth board of directors
The eighth board of directors of the company will expire on September 9, 2022. In view of the change of the controlling shareholder and actual controller of the company, in order to further improve the corporate governance structure and ensure the effective decision-making and stable development of the company, it is decided to conduct the general election of the board of directors in advance. The ninth board of directors of the company will be composed of 9 directors, including 6 non independent directors and 3 independent directors. The board of directors agreed to nominate Mr. Yin Hui, Mr. Li Jingliang, Mr. Li Hui, Mr. Ma Shiguang, Ms. Chen Jinge and Mr. Chen siliang as candidates for non independent directors of the ninth board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders.
Securities code: 600222 securities abbreviation: Henan Taloph Pharmaceutical Stock Co.Ltd(600222) No.: pro 2022-006
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the election will be conducted based on the cumulative voting system. Voting results: 8 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the proposal on early replacement of the board of directors and election of independent directors of the ninth board of directors
The board of directors agreed to nominate Mr. Yin Xiaohua, Mr. Fang Liang and Ms. Liu Yumin as candidates for independent directors of the ninth board of directors of the company, with a term of office of three years from the date of deliberation and approval by the general meeting of shareholders. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the election will be conducted based on the cumulative voting system. Voting results: 8 in favor, 0 against and 0 abstention.
The specific contents of the company’s proposal on the website of Shanghai Stock Exchange on October 2, 2022 (see www.sse. Com) Announcement on early general election of the board of directors and the board of supervisors (Announcement No.: Lin 2022-007).
3、 Deliberated and passed the proposal on renewing the appointment of accounting firms
Beijing Xinghua Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses, has due professional competence, investor protection ability, independence, good integrity, and can meet the requirements of the company’s annual financial report audit and internal control audit. The board of directors of the company agreed to continue to employ Beijing Xinghua Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control in 2021.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 10, 2022 Announcement on renewing the appointment of accounting firms (Announcement No.: Lin 2022-008).
Securities code: 600222 securities abbreviation: Henan Taloph Pharmaceutical Stock Co.Ltd(600222) No.: pro 2022-006
4、 The proposal on Amending the articles of association and the rules of procedure of the general meeting of shareholders was deliberated and adopted
The board of directors of the company agreed to amend some provisions of the articles of association and the rules of procedure of the general meeting of shareholders.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 10, 2022 Announcement on Amending the articles of association and the rules of procedure of the general meeting of shareholders (Announcement No.: Lin 2022-009).
5、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to relevant regulations, the above four proposals considered at this meeting shall be submitted to the general meeting of shareholders of the company for deliberation. Therefore, it is proposed that the company hold the first extraordinary general meeting of shareholders in 2022 on February 25, 2022 to consider the above proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
For the notice of convening the general meeting of shareholders, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 10, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: Lin 2022-010) disclosed.
It is hereby announced.
Henan Taloph Pharmaceutical Stock Co.Ltd(600222) board of directors February 10, 2022
