Securities code: 002107 securities abbreviation: Shandong Wohua Pharmaceutical Co.Ltd(002107) Announcement No.: 2022-020 Shandong Wohua Pharmaceutical Co.Ltd(002107)
Announcement of resolutions of the first 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.
Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the company) held the 2021 annual general meeting of shareholders on February 10, 2022 and elected the members of the seventh board of directors. In order to ensure the smooth operation of the board of directors of the company, after the proposal of Ms. Zhao Caixia, Mr. Zhang Ge, Mr. Li Shengting, Mr. Chen Yong and Mr. Li Junde and the consent of all directors, the advance notice period of the meeting was exempted, and it was decided to hold the first meeting of the seventh board of directors of the company in the conference room of the company on February 11, 2022. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The meeting was presided over by Mr. Zhao Bingxian, a director elected by all directors. The meeting was held in accordance with the company law and other relevant laws and regulations and the articles of association. After careful consideration by the directors present at the meeting, the following resolutions were adopted:
1、 The meeting deliberated and adopted the proposal on the election of the chairman of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
Elect Mr. Zhao Bingxian as the chairman of the company for the same term as the seventh board of directors.
2、 The meeting deliberated and adopted the proposal on the election of vice chairman of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
Ms. Zhao Caixia was elected as the vice chairman of the company for the same term as the seventh board of directors.
3、 The meeting deliberated and adopted the proposal on the election of members of the Executive Committee of the seventh board of directors of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
The Executive Committee of the 7th board of directors of the company is composed of Mr. Zhao Bingxian, Ms. Zhao Caixia and Mr. Zhang Ge. Mr. Zhao Bingxian serves as the director (convener) for the same term as the 7th board of directors. 4、 The meeting deliberated and adopted the proposal on the election of members of the special committee of the seventh board of directors of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
It is agreed that the composition of the four special committees of the 7th board of directors of the company is as follows:
1. The strategy committee of the board of directors is composed of non independent director Mr. Zhao Bingxian, independent director Mr. Li Junde and non independent director Ms. Cui Yongmei, with non independent director Mr. Zhao Bingxian as the director (convener).
2. The nomination committee of the board of directors is composed of independent director Mr. Li Junde, independent director Mr. Yu Junli and non independent director Mr. Chen Yong, with independent director Mr. Li Junde as the director (convener).
3. The remuneration and assessment committee of the board of directors is composed of independent director Ms. Gao Mingqin, independent director Mr. Li Junde and non independent director Mr. Li Shengting, with independent director Ms. Gao Mingqin as the director (convener).
4. The audit committee of the board of directors is composed of independent director Mr. Yu Junli, independent director Ms. Gao Mingqin and non independent director Mr. Zhang Ge, with independent director Mr. Yu Junli as the director (convener).
The term of office of the above personnel is the same as that of the seventh board of directors.
5、 The meeting deliberated and adopted the proposal on the appointment of the company's president and the person in charge of internal audit with 9 affirmative votes, 0 negative votes and 0 abstention.
Agree to appoint Ms. Zeng yingzi as the president of the company; It is agreed to appoint Mr. Zhang Ge as the person in charge of internal audit of the company. The term of office is the same as that of the seventh board of directors. See the appendix for the resume.
6、 The meeting deliberated and adopted the proposal on the appointment of vice president and chief financial officer of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
Agree to appoint Mr. Wang Jiong as the vice president and chief financial officer of the company; It is agreed to appoint Ms. Yang Qian as the vice president of the company for the same term as that of the seventh board of directors. See the attachment for the resume.
7、 The meeting deliberated and adopted the proposal on the appointment of the Secretary of the board of directors of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
It is agreed to appoint Ms. Zhao Caixia as the Secretary of the board of directors of the company. The term of office is the same as that of the seventh board of directors. See the appendix for the resume.
The independent directors have expressed their independent opinions on the appointment of senior managers, which are published on cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors of the company on relevant matters.
In the 7th board of directors of the company, the total number of directors concurrently serving as senior managers and staff representatives shall not exceed half of the total number of directors of the company.
Mr. Zhao Jun and Mr. Liu Yongjie, former directors of the sixth board of directors of the company, Ms. Peng Juan and Mr. LV Wei, independent directors, and Mr. Zhang Zhenwei, vice president of the company, left the post after the change of office. As of February 10, 2022, the shareholding and share locking commitment of the outgoing director Mr. Zhao Jun are as follows: Mr. Zhao Jun holds 6546995 shares of the company, Undertake not to transfer the shares of the company and the newly added shares of the company within six months from the date of leaving office; As of February 11, 2022, the shareholding and share lock-in commitment of the outgoing vice president Mr. Zhang Zhenwei are as follows: Mr. Zhang Zhenwei holds 12800 shares of the company and promises not to transfer his shares and new shares of the company within six months from the date of departure; Mr. Liu Yongjie, the outgoing director, Ms. Peng Juan and Mr. LV Wei, the independent director, did not hold any shares of the company and promised not to add any shares of the company within six months from the date of his departure.
It is hereby announced.
Board of directors February 11, 2002
Attachment: resumes of senior managers and other managers
Zeng yingzi, Chinese nationality, without overseas permanent residency, female, born in January 1963, with pharmaceutical and business administration education background, graduated from the Department of pharmacy of Shandong University of traditional Chinese medicine, with a bachelor's degree and an EMBA degree from Peking University. Since joining Weifang traditional Chinese medicine factory (the predecessor of the company) in July 1983, he has successively served as technician, product R & D officer, director of Research Institute, director of Technology Development Department, deputy director of technology factory, president assistant, vice president, R & D director and supervisor. He is currently the president of the company and the president of the Institute of traditional Chinese medicine.
Ms. Zeng yingzi, who does not hold shares of the company, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no one who has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court; There are also no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which meets the employment conditions specified in the company law and the articles of association.
Wang Jiong, Chinese nationality, without permanent residency abroad, male, born in September 1973, senior accountant, Chinese certified public accountant; Graduated from Tianjin University of commerce with a bachelor's degree; Graduated from the Central University of Finance and economics; Graduated from CFO class of China Europe International Business School.
Since joining the company in March 2007, he has successively served as financial manager and Deputy financial director. He is currently the vice president and chief financial officer of the company.
Mr. Wang Jiong, who does not hold the company's shares, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company's shares. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no one who has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court; There are also no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which meets the employment conditions specified in the company law and the articles of association.
Yang Qian, Chinese nationality, without permanent overseas residency, female, born in March 1968, graduated from Shandong Medical University with a Bachelor of medicine. He used to be a doctor in the Department of Otolaryngology of Qingdao Haici hospital. From January 2003 to March 2021, he worked in Shanghai Hehuang Pharmaceutical Co., Ltd. and successively served as provincial manager, regional manager, sales director and deputy general manager of marketing company. He joined the company in March 2021 as the general manager of the marketing platform. He is currently the vice president of the company.
Ms. Yang Qian, who does not hold the company's shares, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company's shares. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no one who has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court; There are also no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which meets the employment conditions specified in the company law and the articles of association.
Zhang Ge, Chinese nationality, without permanent overseas residency, male, born in March 1970, graduated from Beijing University of technology with a master's degree and an EMBA from China Europe International Business School. He joined Beijing Zhongzheng Wanrong Investment Group Co., Ltd. in September 1995 and successively served as senior project manager and managing director. He joined the company in February 2002 and successively served as chief financial officer, vice president, Secretary of the board of directors, President and vice chairman. He is currently a director and head of internal audit of the company.
Mr. Zhang Ge holds 10058753 shares of the company and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company's shares. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no one who has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court; There are also no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which meets the employment conditions specified in the company law and the articles of association.
Zhao Caixia, Chinese nationality, without permanent overseas residency, female, born in November 1969, graduated from Renmin University of China with a bachelor's degree in economics. He has successively served as the chief of the inspection section and the chief of the financial management section of the State Administration of Taxation of Chaoyang District, Beijing, and the director, chairman assistant, vice chairman and CFO of the Audit Department of Beijing CSI Wanrong pharmaceutical Investment Group Co., Ltd. Since joining the company in February 2019, he has successively served as vice chairman and Secretary of the board of directors. He is currently the vice chairman and Secretary of the board of directors of the company. Ms. Zhao Caixia obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange in April 2019.
Ms. Zhao Caixia, who holds 55680 shares of the company, is the sister of Mr. Zhao Bingxian, the actual controller of the company, and the spouse of Mr. Chen Yong, the director. She has no relationship with other shareholders, other directors, supervisors and senior managers who hold more than 5% of the shares of the company. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations; There is no one who has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court; There are also no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which meets the employment conditions specified in the company law and the articles of association. Ms. Zhao Caixia's communication method is as follows:
Tel.: 0536-8553373
Fax: 0536-8553373
Contact address: the office of the board of directors of the company, No. 3517, Liyuan street, Weifang High tech Industrial Development Zone, Shandong Province
Postal Code: 261205
