Securities code: 002317 Announcement No.: 2022-006
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Announcement of resolutions of the 9th meeting of the 7th board of supervisors
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.
The notice of the ninth meeting of the seventh board of supervisors (hereinafter referred to as “the company”) was delivered to all supervisors in person on January 27, 2022, and the meeting was held by on-site voting in the company’s conference room on February 11, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Mr. Luo RIKANG, chairman of the board of supervisors of the company, 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 attending supervisors made the following resolutions:
1、 The proposal on and its summary was considered and adopted.
After review, the board of supervisors believes that the contents of the company’s restricted stock incentive plan (Draft) in 2022 and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies and so on. The implementation of the incentive plan is not conducive to the continuous development of the company and the interests of all shareholders, which is not conducive to the continuous development of the company. Voting results: 3 in favor, 0 against and 0 abstention.
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.
After review, the board of supervisors believes that the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 complies with the relevant provisions of relevant laws and regulations and normative documents and the actual situation of the company, can ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, is conducive to the sustainable development of the company, and does not damage the interests of the company and all shareholders, There is no violation of relevant laws and administrative regulations.
Securities code: 002317 Announcement No.: 2022-006
Voting results: 3 in favor, 0 against and 0 abstention.
3、 The proposal on verifying the list of incentive objects of the restricted stock incentive plan in 2022 was considered and adopted.
After the preliminary verification of the list of incentive objects granted, the board of supervisors believes that the personnel listed in the list of incentive objects of the company’s current restricted stock incentive plan are not identified as inappropriate candidates by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, meets the conditions of incentive objects specified in the administrative measures for equity incentive of listed companies, meets the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2022, and its subject qualification as the incentive object granted by the company’s restricted stock incentive plan is legal Effective.
The company will publicize the names and positions of incentive objects internally through the company’s website or other channels for a period of no less than 10 days. After fully listening to the public opinions, the board of supervisors shall disclose the verification instructions of incentive objects five days before the shareholders’ meeting deliberates the equity incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention.
4、 Consideration of the proposal on and its summary and the proposal on .
The employees who intend to participate in the employee stock ownership plan, including the company’s supervisors Luo RIKANG, Ding peihuan and Li Suxian, all avoided this vote. Since the resolution of the board of supervisors should be reviewed and approved by more than half of the supervisors, and the number of supervisors with voting rights does not reach more than half of all supervisors, it is impossible to form a resolution, so the board of supervisors submitted the above proposal to the company’s general meeting for deliberation.
Based on Article 10 of the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and article 6.6.6 of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the board of supervisors shall decide whether it is conducive to the sustainable development of listed companies, whether it damages the interests of listed companies and the legitimate rights and interests of minority shareholders, Employees’ opinions were solicited before the launch of the plan, and whether the company forced employees to participate in the stock ownership plan by means of apportionment and forced distribution. After review, the board of supervisors believes that:
Securities code: 002317 Announcement No.: 2022-006
(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 expressed clear opinions. 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.
Documents for future reference
The resolution of the board of supervisors signed by the attending supervisors.
It is hereby announced.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of supervisors February 11, 2002
