Securities code: 002755 securities abbreviation: Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Announcement No.: 2022-021 Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Announcement of resolutions of the first meeting of the sixth 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.
The first meeting of the sixth board of directors of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) (hereinafter referred to as "the company") was notified to all directors by telephone and personal communication on February 10, 2022. The meeting was held on February 18, 2022 in conference room 3102, building a, No. 699 Kejian Road, Jiangning Science Park, Nanjing by on-site combined with communication voting.
9 directors should be present at this meeting, and 9 actually present. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. This meeting complies with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
The meeting was presided over by Mr. Chen Qingcai, chairman of the board of directors. After careful deliberation, the following resolutions were unanimously reached:
1、 Deliberated and adopted the proposal on the election of the chairman of the sixth board of directors
The board of directors of the company agreed to elect Mr. Chen Qingcai as the chairman of the sixth board of directors of the company, and the term of office is the same as that of the sixth board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
See the attachment for the resume of Mr. Chen Qingcai.
2、 Deliberated and adopted the proposal on the election of members of the special committees of the sixth board of directors
The board of directors of the company agrees to elect members of each special committee of the sixth board of directors of the company, as follows:
1. Members of the strategy committee of the board of directors: Mr. Chen Qingcai, Mr. Xu Youyin and Mr. Chen Xiangfeng, of which Mr. Chen Qingcai is the chairman;
2. Members of the audit committee of the board of directors: Mr. Li Di, Mr. Liu Jianwen and Mr. Chen Xiangfeng, of which Mr. Li Di is the chairman;
3. Members of the remuneration and assessment committee of the board of directors: Mr. Wu Xiaoming, Mr. Li Di and Mr. Chen Qingcai, of which Mr. Wu Xiaoming is the chairman;
4. Members of the nomination committee of the board of directors: Mr. Liu Jianwen, Mr. Wu Xiaoming and Mr. Chen Qingcai, of which Mr. Liu Jianwen is the chairman.
The term of office of each special committee is consistent with that of the sixth board of directors of the company. If a member ceases to serve as a director of the company during the period, he will automatically lose the qualification of a member of the special committee.
Voting results: 9 in favor, 0 against and 0 abstention.
The resumes of Mr. Chen Qingcai, Mr. Xu Youyin, Mr. Chen Xiangfeng, Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen are detailed in the annex.
3、 Deliberated and passed the proposal on the appointment of general manager
The board of directors of the company agreed to appoint Mr. Ma Jingfei as the general manager of the company to be fully responsible for the daily operation and management of the company. The term of office is the same as that of the sixth board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
The resume of Mr. Ma Jingfei is detailed in the annex.
4、 Deliberated and passed the proposal on the appointment of deputy general manager
The board of directors of the company agreed to appoint Mr. Xu Youyin and Mr. Zhang Jianyi as the deputy general manager of the company to be responsible for the daily operation and management of the company. The term of office is the same as that of the sixth board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
The resumes of Mr. Xu Youyin and Mr. Zhang Jianyi are detailed in the annex.
5、 Deliberated and passed the proposal on the appointment of chief financial officer
The board of directors of the company agreed to appoint Mr. Han Tao as the chief financial officer of the company to be responsible for the financial work of the company. The term of office is the same as that of the sixth board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
See the attachment for the resume of Mr. Han Tao.
6、 Deliberated and passed the proposal on appointing the Secretary of the board of directors
The board of directors of the company agreed to appoint Mr. Ma Jingfei as the Secretary of the board of directors of the company, and the term of office is the same as that of the sixth board of directors.
Mr. Ma Jingfei has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange, and his qualification has been reviewed by Shenzhen stock exchange without objection.
Voting results: 9 in favor, 0 against and 0 abstention.
The resume of Mr. Ma Jingfei is detailed in the annex.
The independent directors of the company, Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen, have expressed their independent opinions on the above matters of the company's appointment of senior managers. See details disclosed on cninfo.com.cn on the same day Independent opinions of independent directors on matters related to the first meeting of the sixth board of directors of the company (Announcement No.: 2022-022).
7、 Deliberated and adopted the proposal on appointing securities affairs representatives
The board of directors of the company agreed to appoint Ms. Ren Caixia as the securities affairs representative of the company, and the term of office is the same as that of the sixth board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
See the attachment for the resume of Ms. Ren Caixia.
8、 Deliberated and passed the proposal on appointing the person in charge of internal audit
The board of directors of the company agreed to appoint Mr. Zhang guigen as the person in charge of internal audit of the company, and the term of office is the same as that of the sixth board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
See the attachment for the resume of Mr. Zhang guigen.
9、 Document for future reference 1. Resolution of the first meeting of the sixth board of directors; 2. Independent opinions of independent directors on matters related to the first meeting of the sixth board of directors of the company. It is hereby announced.
Beijing Aosaikang Pharmaceutical Co.Ltd(002755) board of directors February 18, 2022
Chen Qingcai, male, born in 1959, Chinese nationality, has permanent residency in Australia and Singapore. He received a master's degree in clinical pharmacy from Shanghai Medical University in 1988 and a doctor's degree in pharmacology from Nanjing Medical University in 1997. He is a visiting professor at Nanjing Medical University and Nanjing University of technology; It is the talent of the national "innovation talent promotion plan" and "ten thousand talent plan". Mr. Chen founded Nanjing haiguang Institute of Applied Chemistry, the earliest private new drug research and development institution in Jiangsu Province, and led the research and development of China's first domestic proton pump inhibitor injection. He has served as the chairman of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. since January 2003, and now serves as the executive director of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) and the executive director and general manager of Nanjing Haiji Investment Management Co., Ltd. since August 2018, he has served as the chairman and general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd, In December 2018, Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. was changed to a limited liability company. Later, he served as the executive director and general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. and the general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. since December 2019.
From February 2019, served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) chairman and general manager. Mr. Chen's "health-oriented 'head to tail innovation' Beijing Aosaikang Pharmaceutical Co.Ltd(002755) management model" has led the rapid and sustainable development of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. Mr. Chen has led the research, development and marketing of more than 20 new drugs, and has undertaken three national torch plans, four national major science and technology special projects of "major new drug creation" and a number of provincial and municipal science and technology plans. It has successively won the first prize of scientific and technological progress of all China Federation of industry and commerce, the second prize of science and technology of China Pharmaceutical Association and several science and technology awards of Jiangsu Province; Won the individual award of Nanjing Science and technology hero and Nanjing Mayor quality award issued by Nanjing Municipal People's government, and led Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. to win Jiangsu Provincial Quality Award, nomination award of China Quality Award, etc.
Chen Qingcai does not directly hold shares of the company. Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd. holds 317470588 shares of the company, and Chen Qingcai and his spouse Zhang Junru hold 78.57% of the shares of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd. Chen Hongyu, the daughter of Chen Qingcai, holds 113382352 shares of the company through Weirui Development Co., Ltd. Mr. Ma Jingfei, the director of the company, is the spouse of Chen Hongyu, the daughter of Mr. Chen Qingcai.
In addition to the above, Chen Qingcai has no relationship with other shareholders, directors, supervisors and senior managers holding more than 5% of the company's shares.
Chen Qingcai has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no clear conclusion; There is no dishonest behavior, and he is not the person who is dishonest; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and regulations; There is no circumstance in which a person may not be nominated as a director.
Ma Jingfei, male, born in 1988, Chinese nationality, without overseas permanent residency, master degree, graduated from Tsinghua University in business administration. He has successively worked in the head office of DBS Bank of Singapore, Bank Of China Limited(601988) Industry Association and Beijing Financial Holding Group Co., Ltd. He has been the director of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) securities affairs since November 2019. Served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) deputy general manager and Secretary of the board of directors since October 2021.
Ma Jingfei does not hold shares in the company. Mr. Ma Jingfei is the spouse of Chen Hongyu, the daughter of Mr. Chen Qingcai, the actual controller and director of the company. In addition to the above, Ma Jingfei has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers. Ma Jingfei has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest behavior, and he is not the person who is dishonest; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and regulations; There is no circumstance in which a person may not be nominated as a director.
Xu Youyin, male, born in 1968, Chinese nationality, without permanent residency abroad. Served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) director and deputy general manager since February 2019. Mr. Xu once served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical sales director, director of Nanjing Haiji Investment Management Co., Ltd., regional sales manager of Xi'an Janssen Pharmaceutical Co., Ltd. Mr. Xu graduated from Bengbu Medical College with a bachelor's degree in clinical medicine in 1991 and a master's degree in Business Administration from Hong Kong Baptist University in 2007.
Xu Youyin has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Xu Youyin does not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Xu Youyin holds 12% of the equity of Nanjing Haiji Investment Management Co., Ltd.
There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest behavior, and he is not the person who is dishonest; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and regulations; There is no circumstance in which a person may not be nominated as a director.
Chen Xiangfeng, male, born in 1970, Chinese nationality, without permanent residency abroad. He has been the chief engineer of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical industry since September 2016 and the director of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) since February 2019. Mr. Chen once served as the executive vice president of the Pharmaceutical Research Institute of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. and the deputy director of haiguang Research Institute. Mr. Chen has the title of senior engineer and obtained a master's degree in pharmaceutical engineering from Nanjing University of technology in 2009.
Chen Xiangfeng has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Chen Xiangfeng does not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Chen Xiangfeng holds 6% equity of Nanjing Haiji Investment Management Co., Ltd.
Chen Xiangfeng has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest behavior, and he is not the person who is dishonest; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and regulations; There is no circumstance in which a person may not be nominated as a director.
Zhang Jianyi, male, born in 1962, Chinese nationality, without permanent residency abroad. Deputy general manager of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. since September 2014. Mr. Zhang once served as deputy director and chief engineer of Chifeng pharmaceutical factory, general manager of Chifeng Ike Pharmaceutical Technology Co., Ltd., deputy general manager and general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. Mr. Zhang has the title of senior engineer. He graduated from Inner Mongolia Medical College with a Bachelor of Science Degree in pharmacy in 1984. Mr. Zhang won the second prize of Inner Mongolia scientific and technological progress award in 1999, 2001 and 2002, Nanjing model worker in 2006-2008, and deputy to the 15th and 16th Nanjing Municipal People's Congress. In 2002, he was approved as a young expert with outstanding contributions in Inner Mongolia Autonomous Region; In 1999, he was rated as a scientific and technological personnel with outstanding contributions to the front line of production in Inner Mongolia Autonomous Region; In 1998, he was awarded the honorary title of the first outstanding scientific and technological worker of Inner Mongolia Autonomous Region.
Zhang Jianyi has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Zhang Jianyi does not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Zhang Jianyi holds 12% of the equity of Nanjing Haiji Investment Management Co., Ltd.
Zhang Jianyi has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest behavior, and he is not the person who is dishonest; It's not a breach of faith
