Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Announcement on the resolutions of the 16th meeting of the seventh board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The notice of the 16th meeting of the seventh board of directors of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”) was delivered to all directors by hand and e-mail on January 27, 2022, and the meeting was held in the conference room of the company by on-site and communication voting on February 11, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The meeting was presided over by Mr. Chen Yonghong, chairman of the company, and all supervisors and the Secretary of the board of directors attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of laws, regulations and the articles of association. After careful deliberation and voting by open ballot, the directors present at the meeting made the following resolutions:
1、 The proposal on adjusting the use of repurchased shares was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
Note: for the announcement on adjusting the purpose of share repurchase, please refer to the information disclosure media: Securities Times and cninfo (www.cn. Info. Com. CN.).
2、 The proposal on and its summary was considered and adopted. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The independent directors of the company have expressed their independent opinions on the restricted stock incentive plan (Draft); The board of supervisors of the company issued verification opinions on the list of incentive objects in the restricted stock incentive plan (Draft).
Voting results: 9 in favor, 0 against and 0 abstention.
Note: for the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan (Draft) and its abstract, see the information disclosure media: Securities Times and cninfo (www.cn. Info. Com. CN).
3、 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. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
Note: see the information disclosure media: Securities Times and cninfo.com (www.cn. Info. Com. CN.) for details of the administrative measures for the implementation and assessment of the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan. 4、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted. The proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022.
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to confirm the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan and determine the grant date of the restricted stock incentive plan;
(2) Adjust the number of shares to be issued, the amount of shares to be issued and the amount of restricted dividends to be distributed according to the incentive plan and the method stipulated by the board of directors;
(3) Authorize the board of directors to grant restricted shares to the incentive object and handle all matters necessary for the grant of restricted shares when the incentive object meets the conditions, including but not limited to signing the equity incentive agreement with the incentive object, submitting an application for grant to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association Handle the industrial and commercial registration of changes in the registered capital of the company;
(4) Authorize the board of directors to distribute and adjust the shares of restricted shares that the incentive objects give up the subscription among the incentive objects before the grant of restricted shares;
(5) Authorize the board of directors to review and confirm the qualifications and conditions for lifting the restrictions on the sale of restricted shares granted to the incentive object, 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, and 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 the stock exchange for lifting the sales restriction and applying to the registration and settlement company for handling relevant registration and settlement business;
(7) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(8) Authorize the board of directors to handle the change and termination of the restricted stock incentive plan, including but not limited to the cancellation of the restricted stock of the incentive object, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, the inheritance of the restricted stock of the deceased incentive object that has not been lifted, and the termination of the company’s restricted stock incentive plan, Handle industrial and commercial registration changes such as amending the articles of association and changing the registered capital due to repurchase cancellation;
(9) Authorize the board of directors to manage and adjust the company’s restricted stock 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;
(10) Authorize the board of directors to sign, execute, modify and terminate any agreement and other documents related to the equity incentive plan;
(11) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the necessary examination and approval, registration, filing, approval, consent and other procedures with relevant governments and institutions (including but not limited to the industrial and commercial registration authority) on this restricted stock incentive plan in accordance with the provisions of relevant laws, regulations and normative documents; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan;
3. To request the general meeting of shareholders to authorize the board of directors to appoint financial consultants, securities companies, lawyers, receiving banks, accountants and other intermediaries for the implementation of the incentive plan;
4. The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of this restricted stock incentive plan.
For the above authorized matters, except for the matters that need to be adopted 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, the chairman of the board of directors or the person authorized by him can directly exercise the power on behalf of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 The proposal on and its summary was considered and adopted.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Related directors Chen Yonghong, Zhang Yuchong, long Chaofeng and long Chunhua avoided the vote.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance.
Note: for the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft) and its abstract, see the information disclosure media: Securities Times and cninfo (www.cn. Info. Com. CN). 6、 The proposal on > was considered and adopted. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Related directors Chen Yonghong, Zhang Yuchong, long Chaofeng and long Chunhua avoided the vote.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance.
Note: see the information disclosure media: Securities Times and cninfo.com (www.cn. Info. Com. CN.) for details of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 ESOP management measures.
7、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022 was reviewed and adopted. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. In order to ensure the smooth implementation of the company’s employee stock ownership plan in 2022, the board of directors requests the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s employee stock ownership plan in 2022, including but not limited to the following matters:
1. Authorize the board of directors to implement the employee stock ownership plan;
2. Authorize the board of directors to handle the establishment, change and termination of the employee stock ownership plan;
3. Authorize the board of directors to make decisions on the extension and early termination of the duration of the employee stock ownership plan;
4. Authorize the board of directors to handle all matters concerning the locking and unlocking of the shares purchased by the employee stock ownership plan; 5. Authorize the board of directors to explain the company’s 2022 employee stock ownership plan (Draft);
6. Authorize the board of directors to make decisions on refinancing matters such as participating in the company’s share allotment during the duration of the employee stock ownership plan;
7. Authorize the board of directors to change the participants and determination criteria of the employee stock ownership plan;
8. Authorize the board of directors to adjust the employee list and distribution proportion of the shareholding plan according to the employee changes and assessment;
9. Authorize the board of directors to sign the contract and relevant agreement documents with the employee stock ownership plan;
10. If relevant laws, regulations and policies are adjusted, authorize the board of directors to modify and improve the ESOP accordingly according to the adjustment;
11. Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders of the company to the date of completion of the implementation of the employee stock ownership plan.
Related directors Chen Yonghong, Zhang Yuchong, long Chaofeng and long Chunhua avoided the vote.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance.
8、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
The company is scheduled to hold Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) the first extraordinary general meeting of shareholders in 2022 on March 1, 2022, and provide online voting.
Voting results: 9 in favor, 0 against and 0 abstention.
Note: the notice on convening the first extraordinary general meeting of shareholders in 2022 is detailed in the information disclosure media: Securities Times and cninfo (www.cn. Info. Com. CN.).
Documents for future reference
Resolutions of the board of directors signed and sealed by the directors present at the meeting.
It is hereby announced.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of directors February 11, 2002
