Securities code: 300436 securities abbreviation: Fujian Cosunter Pharmaceutical Co.Ltd(300436) Announcement No.: 2022016
Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Announcement on changing the commitment subject of some senior managers to increase their shareholding in the company
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.
Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”) recently received the letter on requesting the change of the subject of the commitment to increase shares of the company from Dr. Mao Weizhong, the chief scientist of the company, and Mr. Huang Fuhu, the director and deputy general manager of the company, On February 16, 2022, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and approved the proposal on changing the subject of share increase commitment of some senior managers, and agreed to change the subject of share increase commitment from chief scientist Dr. Mao Weizhong to director and deputy general manager Mr. Huang Fuhu, The amount and duration of the increase remain unchanged. The relevant information is hereby announced as follows:
1、 Main contents and progress of management’s commitment to increase shares of the company
On October 22, 2021, the company issued the announcement on the company’s management’s plan to increase its shares in the company (Announcement No.: 2021075). Based on their confidence in future development and recognition of the company’s long-term investment value, the company’s director and chief operating officer Dr. Li Hongming, chief scientist Dr. Mao Weizhong and other directors Dr. Lin Xiaohui, deputy general manager and Secretary of the board of directors, plans to increase the shares of the company through centralized bidding within six months from October 23, 2021, and the amount of increase shall not be less than 300000 yuan.
Dr. Li Hongming, director and chief operating officer of the company, has increased 8500 shares of the company through centralized bidding on February 9, 2022, with an increase of 295965 yuan; Dr. Lin Xiaohui, the company’s director, deputy general manager and Secretary of the board of directors, has increased his holding of 7700 shares of the company through centralized bidding on January 14, 2022, with an increase amount of 302571 yuan, reaching the lower limit of the disclosed share increase plan; Dr. Mao Weizhong, the chief scientist of the company, has not increased his shareholding in the company.
2、 Reasons and review procedures for proposing to change the subject of share increase commitment of the company
(I) reasons for proposing to change the subject of share increase commitment of the company
Dr. Mao Weizhong, the chief scientist of the company, is Chinese American and has no experience in A-share securities trading. When applying for the permission to open a securities account on the gem, it was found that because his personal securities account did not meet the conditions required for the permission to open a new gem – he had participated in A-share securities trading for more than 24 months, he could not open the permission to open a securities account on the gem. After knowing the above situation, Dr. Mao Weizhong negotiated with the securities company and the company for a solution, but it was not properly solved in the end. His stock account was still unable to open the permission of the gem, and his immediate family spouse and two children did not meet the requirements of opening the permission of the gem.
Based on the above objective reality, it is expected that Dr. Mao Weizhong will not be able to normally implement the shareholding increase plan as promised. The share increase plan belongs to the voluntary commitment of senior executives and does not belong to the “commitment not to be changed or exempted” stipulated in the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties. In order to protect the legitimate rights and interests of investors and safeguard the rights and interests of the company, Dr. Mao Weizhong took the initiative to negotiate with Mr. Huang Fuhu, director and deputy general manager of the company, If the company intends to increase the shares held by Dr. Huang Fuzhong by less than 300000 yuan, both parties will not voluntarily disclose to the company that they intend to increase the shares held by Mr. Huang Fuzhong for a long time.
(II) commitment to increase shares held by the management after the change
Based on the confidence in the future development and recognition of the long-term investment value of the company, Dr. Li Hongming, director and chief operating officer, Mr. Huang Fuhu, director and deputy general manager, and Dr. Lin Xiaohui, director, deputy general manager and Secretary of the board of directors, plan to increase the shares of the company through centralized bidding within six months from October 23, 2021, The amount of increased holdings shall not be less than 300000 yuan.
(III) review procedures for proposing to change the subject of share increase commitment of the company
The 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors were held on February 16, 2022, and the proposal on changing the main body of the commitment of some senior managers to increase their shareholding in the company was deliberated and adopted, which needs to be submitted to the general meeting of shareholders for deliberation.
1. Opinions of the board of supervisors
After review, the board of supervisors believes that the change of commitment is in line with the actual situation, conducive to ensuring the substantive performance of the commitment, in line with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties of the CSRC, and there is no damage to the interests of the company and all shareholders, The board of supervisors agreed to this change of commitment and agreed to submit it to the general meeting of shareholders for deliberation.
2. Opinions of independent directors
After review, the independent directors believe that this change of commitment is in line with the actual situation, which is conducive to ensuring the substantive performance of the commitment, in line with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties of the CSRC, and there is no damage to the interests of the company and all shareholders, Agree to this change of commitment and submit it to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolutions of the 11th meeting of the 4th board of directors;
2. Resolutions of the 10th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the resolutions of the 11th meeting of the Fourth Board of directors; 4. Letter on proposing to change the subject of commitment to increase shares in the company.
It is hereby announced!
Fujian Cosunter Pharmaceutical Co.Ltd(300436) board of directors February 16, 2022
