Securities code: 002317 Announcement No.: 2022-010
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Verification opinions of the board of supervisors on matters related to the company’s employee stock ownership plan in 2022
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”) held the ninth meeting of the seventh board of supervisors on February 11, 2022, In accordance with the provisions of relevant laws and normative documents such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “self regulatory guidelines No. 1”), etc, After carefully reviewing the proposal on and its summary and other relevant materials, and after full discussion and analysis by all supervisors, the audit opinions on the relevant matters of the company’s 2022 employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”) are as follows:
1、 The company’s preparation of the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft) and its summary, and the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan management measures comply with the provisions of relevant laws, regulations and normative documents such as the guiding opinions, and there is no situation in which the implementation of the employee stock ownership plan is prohibited by laws and regulations.
2、 The employee stock ownership plan has fully solicited the opinions of employees through the employee congress. The board of supervisors verified the proposed holders of the employee stock ownership plan. The current proposed holders of the company’s employee stock ownership plan meet the holder conditions specified in the guiding opinions and other laws, regulations and normative documents, meet the holder range specified in the employee stock ownership plan, and their subject qualification as the holders of the company’s employee stock ownership plan is legal Effective. The company does not force its employees to participate in the employee stock ownership plan by means of apportionment or forced distribution; There is also no plan or arrangement to provide loans, loan guarantees or any other financial assistance to the holders of this employee stock ownership plan.
3、 When the board of directors of the company considered the proposals related to the employee stock ownership plan, the directors associated with the employee stock ownership plan avoided voting, and the relevant proposal review procedures and decisions were legal and effective. Independent directors also
Securities code: 002317 Announcement No.: 2022-010
Made clear comments. The employee stock ownership plan needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
4、 The company’s implementation of the employee stock ownership plan is conducive to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, and is conducive to the sustainable and healthy development of the company. There is no situation that damages the interests of the company and all shareholders.
The company’s employees who intend to participate in this ESOP, including the company’s supervisors Luo RIKANG, Ding peihuan and Li Suxian, have avoided this vote when deliberating relevant proposals. Since the resolution of the board of supervisors should be deliberated and approved by more than half of the supervisors, the number of supervisors with voting rights does not reach more than half of all supervisors, so it is impossible to form a resolution, and the relevant proposals will be submitted to the company’s general meeting for deliberation, It shall be approved by more than half of the effective voting rights held by the shareholders attending the general meeting of shareholders.
It is hereby announced.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of supervisors February 11, 2002
