Securities code: 002755 securities abbreviation: Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Announcement No.: 2022-024 Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Announcement on the completion of the change of the board of directors and the board of supervisors and the appointment of senior managers and other personnel
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.
Beijing Aosaikang Pharmaceutical Co.Ltd(002755) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2022 on February 18, 2022, and deliberated and adopted relevant proposals such as the general election of the sixth board of directors and the board of supervisors of the company; On the same day, the company held the first meeting of the sixth board of directors, deliberated and adopted relevant proposals on the election of the chairman of the board, members of each special committee of the board of directors, and the appointment of the general manager, deputy general manager, chief financial officer, Secretary of the board of directors, securities affairs representative, person in charge of internal audit and so on. On February 16, 2022, the first job opening meeting in 2022 was held
At the meeting of the workers’ Congress, elect the workers’ representatives and supervisors of the company; On February 18, 2022, the first meeting of the sixth board of supervisors was held to consider and approve the proposal on the election of the chairman of the board of supervisors. The independent directors of the sixth board of directors of the company expressed clear consent to the appointment of senior managers of the company. The relevant information is hereby announced as follows:
1、 Composition of the 6th board of directors
(I) composition of the board of directors 1. Chairman: Mr. Chen Qingcai; 2. Non independent directors: Mr. Chen Qingcai, Ms. Wang Xiaowen, Ms. Zhou suling, Mr. Ma Jingfei, Mr. Xu Youyin and Mr. Chen Xiangfeng; 3. Independent directors: Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen.
The sixth board of directors of the company is composed of the above 9 directors, including 6 non independent directors and 3 independent directors. The term of office is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. The total number of directors who concurrently serve as senior managers of the company in the board of directors does not exceed half of the total number of directors of the company, and the proportion of independent directors meets the requirements of relevant laws and regulations. The qualifications and independence of the three independent directors have been filed with Shenzhen Stock Exchange and have no objection.
The resumes of the above personnel are detailed in the annex.
(II) composition of special committees of the board of directors
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.
2、 Composition of the 6th board of supervisors
1. Chairman of the board of supervisors: Mr. Chen Jing;
2. Non Employee Representative Supervisor: Mr. Chen Jing;
3. Employee representative supervisors: Ms. Xue Hongfang and Ms. Zhao Yanrong.
The sixth board of supervisors of the company is composed of the above three supervisors, including one non employee representative supervisor and two employee representative supervisors. The term of office is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022.
The resumes of the above personnel are detailed in the annex.
3、 Composition of the company’s senior management, securities affairs representative and person in charge of internal audit
1. General manager: Mr. Ma Jingfei;
2. Deputy general managers: Mr. Xu Youyin and Mr. Zhang Jianyi;
3. Chief financial officer: Mr. Han Tao;
4. Secretary of the board of directors: Mr. Ma Jingfei;
5. Securities affairs representative: Ms. Ren Caixia;
6. Person in charge of internal audit: Mr. Zhang guigen.
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.
The term of office of the above personnel is consistent with that of the sixth board of directors of the company. The resumes of the above personnel are detailed in the annex.
4、 Contact information of secretary of the board of directors and securities affairs representative
Secretary of the board of directors and securities affairs representative
Name: Ma Jingfei, Ren Caixia
Contact address: No. 699, Kejian Road, Jiangning Science Park, Nanjing
Tel: 025-52292222 025-52292222
Fax: 025-52169333 025-52169333
E-mail ir@ask -pharm. com. ir@ask -pharm. com.
5、 Resignation of directors and supervisors upon expiration of their term of office
Due to the expiration of her term of office, Ms. Zhao Xiaowei will no longer serve as a director, vice chairman and other positions of the company. As of the disclosure date of this announcement, Ms. Zhao Xiaowei did not directly hold the shares of the company and held 143617647 shares of the company through Zhongyi Weiye Holding Co., Ltd.
Due to the expiration of his term of office, Mr. Li Xiaoxin no longer served as the supervisor of the company and still served in the company. As of the disclosure date of this announcement, Mr. Li Xiaoxin did not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Mr. Li Xiaoxin holds 6% equity of Nanjing Haiji Investment Management Co., Ltd. Due to the expiration of his term of office, Mr. Chen Weidong no longer served as the supervisor of the company and still served in the company. As of the disclosure date of this announcement, Mr. Chen Weidong did not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Mr. Chen Weidong holds 1.6% equity of Nanjing Haiji Investment Management Co., Ltd. After leaving office, the above-mentioned personnel will strictly abide by the provisions of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes.
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 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.
Wang Xiaowen, female, born in 1968, Chinese nationality, without permanent residency abroad, has served as the deputy general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. since January 2020. After entering Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical industry in 1997, Wang Xiaowen once served as director of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) synthesis room, assistant general manager and director of production department of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) , assistant general manager and director of Engineering Department of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) . Ms. Wang graduated from Jiangsu Institute of Chemical Technology in 1990, majoring in basic organic chemical engineering, with a bachelor’s degree in engineering and the title of engineer.
Wang Xiaowen has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers.
Wang Xiaowen directly holds 7200 shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Wang Xiaowen holds 6% equity of Nanjing Haiji Investment Management Co., Ltd.
Wang Xiaowen 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.
Zhou suling, female, born in 1965, Chinese nationality, without permanent residency abroad. Zhou suling graduated from Nanjing University in July 1991, majoring in advanced nursing. She used to be the head nurse and competent nurse of Nanjing second hospital. Since 2018, he has served as a supervisor of Jiangsu Suyang Investment Industry Co., Ltd. Director of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) since May 2021.
Zhou suling does not directly hold shares of the company. Jiangsu Suyang Investment Industry Co., Ltd. holds 143437647 shares of the company, and Zhou suling holds 30% of the equity of Jiangsu Suyang Investment Industry Co., Ltd.
Zhou suling is the spouse of Zhao Jun, the actual controller of Jiangsu Suyang Investment Industry Co., Ltd. In addition to the above, Zhou suling 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.
Zhou suling 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.
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 the sales director of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical industry and Nanjing Branch
