China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Report on public solicitation of entrusted voting rights by independent directors
In accordance with 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”) and the entrustment of other independent directors of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as ” China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) ” or “the company”), As the collector, Mr. Yao Xingtian, an independent director, solicited voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on March 3, 2022.
The CSRC, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in the report on public solicitation of voting rights by independent directors (hereinafter referred to as “the report”), and are not responsible for the contents of the report. Any statement to the contrary is a false statement.
1、 Statement of the collector
I, Yao Xingtian, as the soliciter, have prepared and signed this report by soliciting shareholders’ entrusted voting rights for the proposal on equity incentive of the second extraordinary general meeting of shareholders to be held in 2022 in accordance with the relevant provisions of the management measures and the entrustment of other independent directors. 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 voting rights was publicly conducted free of charge on cninfo.com, an information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Make an announcement on the Internet. This solicitation action is entirely based on the responsibilities of the soliciter as an independent director of the listed company. The information released is free of false and misleading statements. The performance of this solicitation report will not violate or conflict with relevant laws and regulations, the articles of association or any provisions of the internal system.
2、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, see the company’s announcement on cninfo.com on February 16, 2022
（ http://www.cn.info.com.cn. ）And the notice of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-010) disclosed in China Securities Journal and securities times.
3、 Basic information of the company and matters of this solicitation
(I) basic information
Company name: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Stock abbreviation: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Stock Code: 000999
Legal representative: Qiu Huawei
Secretary of the board of directors: Zhou Hui
Company address: No. 1, Guanqing Road, Guanlan high tech park, Guanhu street, Longhua District, Shenzhen
Postal Code: 518000
Tel: 0755-83360999
Fax: 0755-83360999-396006
Company’s Internet website: www.999.com com. cn.
Company email: [email protected].
(II) collection items
The soliciter will publicly solicit the entrusted voting rights from all shareholders of the company for the following proposals considered at the second extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on the company’s 2021 restricted stock incentive plan (Revised Draft) and its summary;
Proposal 2: proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2021;
Proposal 3: proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
4、 Basic information of the recruiter
(I) Yao Xingtian, the current independent director of the company, is the person who collects voting rights this time. The basic information is as follows:
Yao Xingtian: male, born in October 1956, graduated from the Department of pharmacy of China Pharmaceutical University, senior engineer. Once served as technician, deputy director, director and deputy director of Yangzhou Pharmaceutical Factory; Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) chairman; Vice chairman, general manager and chairman of Jiangsu Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) Group Co., Ltd; Chairman of Shanxi Datong Tongxing antibiotic Co., Ltd. and vice chairman of Jiangsu Jinmao Chemical Pharmaceutical Group; Director of the third board of directors of Nanjing University. He has won the honorary titles of “Yangzhou model worker”, Yangzhou excellent entrepreneur and “Jiangsu model worker of pharmaceutical system”. Currently, he is the general manager and China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) independent director of Liansheng Pharmaceutical (Yangzhou) biomedical Co., Ltd. Mr. Yao Xingtian has been an independent director of the company since April 23, 2018. At present, he does not hold shares of the company, and there is no situation that he is not allowed to serve as a director of the company as stipulated in the company law and the articles of association.
(II) the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
(III) the collector and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; 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;
(IV) the subject qualification of soliciting entrusted voting rights meets 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 attended the 12th meeting of the board of directors in 2021 held on December 1, 2021 and the third meeting of the board of directors in 2022 held on February 15, 2022, And voted for the proposal on the company’s 2021 restricted stock incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan, And expressed independent opinions on relevant motions. 6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company who have registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and gone through the registration procedures for attending the meeting as of the afternoon of February 25, 2022.
(II) collection time: from February 28, 2022 to March 2, 2022 (9:00-16:30).
(III) solicitation method: it is publicly available on cninfo (www.cn. Info. Com. CN.) A notice was issued on the to solicit voting rights.
(IV) collection procedures and steps
1. Fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
2. Submit the power of attorney and other relevant documents signed by myself to the securities and Legal Affairs Department of the company entrusted by the collector; The securities and Legal Affairs Department of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of entrusted voting rights:
(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);
④ Copy of account card of legal person shareholder.
(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).
(3) After the entrusted voting shareholders have prepared relevant documents according to the above requirements, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time and at the address specified in this report; If registered mail or express mail is adopted, the date stamped by the post office at the place of arrival shall be the date of service.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Attention: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) securities and legal affairs department
Contact address: No. 1, Guanqing Road, Guanlan high tech park, Guanhu street, Longhua District, Shenzhen
Postal Code: 518000
Tel.: 0755-83360999 transferred to securities and legal affairs department
Fax: 0755-83360999-396006
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 entrusted voting rights” in a prominent position.
(4) The lawyer of the law firm hired by the company to witness the second extraordinary general meeting of shareholders in 2022 will conduct formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(V) after the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment that meets all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place according to the requirements of the collection procedure of this report;
2. Submit the power of attorney and relevant documents within the collection 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.
(VI) if the shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and explicitly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor 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 registration time of the on-site meeting, the solicitor will consider its authorization to the solicitor to be automatically 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: Yao Xingtian February 15, 2022 attachment:
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that before signing this power of attorney, I have carefully read the full text of the report on China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) public solicitation of entrusted voting rights by independent directors, the notice on convening the second extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this public 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 / we have 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 / we hereby authorize Mr. Yao Xingtian, an independent director of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) , to attend the second extraordinary general meeting of shareholders in China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2022 as my / our 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 / my unit’s voting opinions on the matters of this solicitation of voting rights:
The order proposal agrees with the right to reject the number pairing
1. The company’s 2021 restricted stock incentive plan (Draft)
