Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Report on public solicitation of entrusted voting rights by independent 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.
Important:
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Mr. Wu Qinggong, an independent director of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as the “company”), is entrusted by other independent directors as the soliciter, Solicit voting rights from all shareholders of the company on the proposals related to the company’s restricted stock plan in 2022 to be considered at the first extraordinary general meeting of shareholders in 2022.
China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in the company’s report on public solicitation of entrusted voting rights by independent directors (hereinafter referred to as “this report”), and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
As the collector, Mr. Wu Qinggong, an independent director, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, prepared and signed the report on public solicitation of entrusted voting rights by independent directors on the proposal on the company’s restricted stock plan in 2022 considered at the first extraordinary general meeting of the company in 2022.
The collector guarantees that there are no false records, misleading statements or major omissions in this report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud activities such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false records and misleading statements.
The soliciter has obtained the consent of other independent directors of the company and signed this report. The performance of this report will not violate or conflict with any provisions of laws, regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
Company name: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
English name of the company: Guangdong Zhongsheng Pharmaceutical Co., Ltd
Listing place of the company’s shares: Shenzhen Stock Exchange
Securities abbreviation: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Securities code: 002317
Legal representative: Chen Yonghong
Secretary of the board of directors: Li Tao
Contact address: Information Industry Park, Xihu Industrial Zone, Shilong Town, Dongguan City, Guangdong Province
Postal Code: 523325
Tel: 0769-86188130
Fax: 0769-86188082
E-mail: [email protected].
2. Solicitation matters
The collector solicits voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
(1) Deliberating the proposal on and its summary;
(2) Review the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022;
(3) Deliberated the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, see the company’s announcement on securities times and cninfo (www.cn. Info. Com. CN.) on February 12, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-011).
4、 Basic information of the recruiter
1. The current independent director of the company, Mr. Wu Qinggong, is the person who collects the voting rights. The basic information is as follows: Mr. Wu Qinggong: Chinese nationality, without permanent overseas residency, male, born in July 1965, with master’s degree. He once served as partner of Beijing Hejun Consulting Co., Ltd., general manager of medical and pharmaceutical business department, partner and vice president of Kunwu Kunwu Jiuding Investment Holdings Co.Ltd(600053) Management Co., Ltd., senior partner and executive president of Beijing Jinshang Alliance Investment Management Co., Ltd., director of Shenzhen nuokan Medical Equipment Co., Ltd., and supervisor of Kunwu Jiuding (Beijing) pharmaceutical investment management Co., Ltd, Supervisor of Beijing Yangshen biological information technology Co., Ltd. Tibet Cheezheng Tibetan Medicine Co.Ltd(002287) independent director. He is now the vice president of China Meheco Group Co.Ltd(600056) Enterprise Management Association, the director of the 50 Member Forum of China Medical and health investment, the director of the education fund of Northern University of technology, the co president of Xinyi investment fund management (Beijing) Co., Ltd., the chairman of Qingdao Yiyue Investment Management Co., Ltd., the director of Beijing Xinyi Yiyue Biotechnology Co., Ltd., Dirui Industrial Co.Ltd(300396) independent director and Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) independent director.
Mr. Wu Qinggong does not hold shares in the company.
2. At present, the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. 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.
4. The subject qualification of soliciting entrusted voting rights complies with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter participated in the 16th meeting of the seventh board of directors held on February 11, 2022, He also voted for the proposal on and its summary, the proposal on < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and expressed independent opinions on the relevant proposals. 6、 Solicitation scheme
In accordance with the current laws, administrative regulations and normative documents of China and the provisions of the articles of association, the collector has formulated the plan for the solicitation of voting rights, which is as follows:
1. Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of the afternoon closing of February 22, 2022.
2. Solicitation time: February 23 to February 24, 2022 (9:00 a.m. – 17:00 p.m. on working days). 3. Solicitation method: in an open manner, the information is disclosed on the designated information disclosure media of the company, securities times and cninfo (www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
4. Solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this report. Step 2: submit the power of attorney and other relevant documents signed by myself to the Securities Department of the company entrusted by the collector;
(1) The legal person shareholder must provide the following documents (please affix the official seal of the legal person shareholder and the signature of the legal representative on all the following documents):
① A copy of the current valid business license of the legal person;
② Copy of ID card of legal representative;
③ The original of the power of attorney (signed by the legal representative; if it is signed by someone authorized by the legal representative, the power of attorney and relevant notarial documents authorized by the legal representative to sign the power of attorney must be provided at the same time);
(2) Individual shareholders must provide the following documents (please sign all documents in person):
① A copy of the shareholder’s ID card;
② Copy of shareholder account card;
③ The original of the power of attorney signed by the shareholder (signed by me; if it is signed by someone authorized by me, the power of attorney and relevant notarial documents authorizing others to sign the power of attorney must be provided at the same time).
Step 3: after the entrusted voting shareholders have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents by personal delivery or registered letter or express mail within the collection time and at the address specified in this report: if the power of attorney and relevant documents are delivered by registered letter or express mail, the postmark date of the post office at the place of arrival shall be the date of delivery. The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Attention: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) Securities Department
Contact address: Information Industry Park, Xihu Industrial Zone, Shilong Town, Dongguan City, Guangdong Province
Postal Code: 523325
Tel: 0769-86188130
Fax: 0769-86188082
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for independent directors to solicit voting rights” in a prominent position.
5. After the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment meeting all the following conditions will be confirmed to be valid after review:
(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.
6. If a shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of his / her authorization are different, the power of attorney signed by the shareholder last time shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid.
7. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
8. In case of the following circumstances in the confirmed valid authorization, the collector can deal with it in accordance with the following methods: (1) after the shareholder entrusts the voting right of the collection to the collector, and explicitly cancels the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will recognize that its authorization to the collector 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.
It is hereby announced.
Collected by: Wu Qinggong February 11, 2022 Annex:
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
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 / we have carefully read the report on Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) public solicitation of entrusted voting rights of independent directors, Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 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.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on public solicitation of voting rights by independent directors.
As the authorized principal, I / the company hereby authorize Mr. Wu Qinggong, an independent director of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) , to attend the first extraordinary general meeting of shareholders in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 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:
Proposal voting opinion
Proposal Name
Code agrees against waiver
Proposal 1 on < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restrictions
Stock incentive plan (Draft) > proposal on its summary
Proposal 2 on < Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 restrictions
Proposal on the management measures for the implementation and assessment of incentive stock plans
Proposal 3 on requesting the general meeting of shareholders to authorize the board of directors to handle equity incentive
Proposal on Relevant Issues
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, oppose or abstain from the above deliberation items according to the opinions of the authorized client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, its authorization will be deemed invalid.
