Stock Code: 000999 stock abbreviation: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) No.: 2022-018
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Announcement of resolutions of the fourth board meeting in 2022
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 fourth meeting of the board of 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”) in 2022 was held by means of communication on the morning of February 21, 2022. With the unanimous consent of all directors, the meeting notice will be sent in writing on February 20, 2022. There are 11 directors who should attend the meeting and 8 directors actually. The former chairman Mr. Wang Chuncheng has resigned as chairman and director of the company, and the former directors Mr. Han Yuewei and Mr. Wei Xing have resigned as directors of the company and will no longer attend the meeting of the board of directors of the company. The convening and procedures of this meeting comply with the provisions of the company law and the articles of association, and the meeting is legal and effective. The meeting deliberated and passed the following proposals by voting and formed a resolution:
1、 Proposal on the nomination of candidates for directors of the eighth board of directors by the controlling shareholders
The third board of directors of the company in 2022 deliberated and approved the proposal on convening the second extraordinary general meeting of the company in 2022 on February 15, 2022. The second extraordinary general meeting of the company in 2022 is scheduled to be held on March 3 (Thursday) to consider relevant proposals such as restricted stock incentive plan.
On February 20, 2022, the board of directors of the company received the letter on putting forward interim proposals to the second extraordinary general meeting of shareholders in China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) 2022 from the controlling shareholder China Resources Pharmaceutical Holdings Co., Ltd. (hereinafter referred to as “China Resources Pharmaceutical Holdings”). China Resources Pharmaceutical Holdings nominated Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang as candidates for directors of the eighth board of directors of the company.
After verification, China Resources Pharmaceutical Holdings holds 622569632 shares of the company, accounting for 63.60% of the total share capital of the company. According to the articles of association, shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders. The content of the proposal for nominating director candidates belongs to the scope of authority of the general meeting of shareholders. China Resources Pharmaceutical Holdings Co., Ltd. is qualified as a sponsor of the general meeting of shareholders. The above proposal has clear topics and specific resolutions. The procedures and contents of this additional temporary proposal comply with relevant laws, administrative regulations, departmental rules, normative documents, articles of association and other relevant provisions.
The total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors does not exceed half of the total number of directors of the company, meeting the requirements of relevant laws and regulations. Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang will be elected at the second extraordinary general meeting of shareholders in 2022 as candidates for directors of the eighth board of directors. The shareholders’ meeting will adopt the cumulative voting system for the election of directors.
Voting results: 8 in favor, 0 against and 0 abstention.
Opinions of independent directors: in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as independent directors of the company, after fully understanding the qualifications of relevant personnel and reviewing relevant documents, The company’s controlling shareholder, China Resources Pharmaceutical Holdings Co., Ltd., made an independent, objective and impartial judgment on the candidate for director nomination by means of temporary proposal, and expressed the following opinions:
1、 After obtaining the consent of the candidates for directors, the controlling shareholder of the company, China Resources Pharmaceutical Holdings Co., Ltd., nominated Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang as the candidates for directors of the eighth board of directors of the company; The nomination procedure is legal; The deliberation and voting procedures of the board of directors on this matter are legal.
2、 After reviewing the resumes of the above director candidates, it is considered that the qualification of the director candidates of the company meets the requirements for serving as directors of listed companies and is competent for the position of directors. It is not found that they are not allowed to serve as directors of the company as stipulated in the company law of the people’s Republic of China and other relevant laws and regulations, and they are not found to be prohibited from entering the market by the CSRC, He has not been punished by the CSRC and other relevant departments or the stock exchange, nor is he a person subject to execution for dishonesty. After investigation, Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang are qualified to serve as directors of listed companies and agree to be nominated as candidates for directors of the eighth board of directors of the company.
3、 The total number of directors concurrently serving as the company’s senior managers and staff representatives does not exceed half of the total number of directors of the company, which meets the requirements of relevant laws and regulations, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. In conclusion, we agree to nominate Mr. Bai Xiaosong, Mr. Cui xingpin and Mr. Zhao Bingxiang as candidates for directors of the eighth board of directors of the company, and agree to submit relevant proposals to the second extraordinary general meeting of shareholders in 2022 for deliberation.
Attachment: resume of director candidates
Mr. Bai Xiaosong, male, born in May 1971, holds a bachelor’s degree in petroleum processing from the Department of petrochemical industry of Fushun Petroleum Institute and a master’s degree in economics from the school of economics of Peking University. Former deputy general manager of China Resources petrochemical oil station company; Senior analyst and business director of Strategic Management Department of China Resources (Group) Co., Ltd; Assistant general manager and director of human resources and development of Shenyang China Resources Sanyo Compressor Co., Ltd; China Resources Double-Crane Pharmaceutical Co.Ltd(600062) assistant president; Assistant general manager and deputy general manager of China Resources Snow Beer (China) Co., Ltd; China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) vice president. He is currently the executive director and CEO of China Resources Pharmaceutical Group Co., Ltd. He is now proposed to be a director of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) .
Mr. Bai Xiaosong, the candidate for director, has no relationship with other directors, supervisors and senior managers of the company, does not hold the shares of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, is not a person subject to dishonesty, and is not prohibited from serving as a director of the company under the provisions of the company law and other relevant laws and regulations, Meet the requirements of the company law and other relevant laws, regulations and regulations. The director candidate, Mr. Bai Xiaosong, holds a post in the controlling shareholder, actual controller or its affiliated unit of the company and has an affiliated relationship with the company.
Mr. Cui xingpin: male, born in March 1973, holds a doctoral degree in analytical chemistry from the Department of chemistry of the University of science and technology of China, and has carried out post doctoral research in the Department of pharmacology of the University of Pennsylvania. He used to be the chief staff member of Changping branch of Beijing Administration for Industry and commerce, the chief researcher of COFCO nutrition and Health Research Institute, and the deputy general manager of environmental health and safety department of China Resources (Group) Co., Ltd. He is now the vice president of China Resources Pharmaceutical Group Co., Ltd. He is now proposed to be a director of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) .
Mr. Cui xingpin, the candidate for director, has no relationship with other directors, supervisors and senior managers of the company, does not hold the shares of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, is not a person subject to dishonesty, and is not prohibited from serving as a director of the company under the provisions of the company law and other relevant laws and regulations, Meet the requirements of the company law and other relevant laws, regulations and regulations.
The director candidate, Mr. Cui xingpin, holds a post in the controlling shareholder, actual controller or its affiliated unit of the company and has an affiliated relationship with the company.
Born in 1972, Mr. Zhao Bingxiang, senior director of China Resources Pharmaceutical Group Co., Ltd., and general manager of Jiuhe Pharmaceutical Group Co., Ltd., was born in 999 {0005}, vice president of China Resources Pharmaceutical Co., Ltd general manager. He has won the titles of excellent entrepreneur and outstanding entrepreneur in Sichuan Province, and won the second prize of national scientific and technological progress award, the special prize of Sichuan patent award, the first prize of Sichuan scientific and technological progress award and other awards. He holds a bachelor’s degree from the school of pharmacy of Shenyang Pharmaceutical University, a master’s degree from the school of pharmacy of Peking University, a doctor’s degree from the school of chemical engineering and bioengineering of Zhejiang University, and a professor level senior engineer in China. Current president of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) ; He is also the vice president of China Reproductive Health Industry Association, professor and doctoral supervisor of Shenyang Pharmaceutical University. He is now proposed to be a director of China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) .
Mr. Zhao Bingxiang, the candidate for director, has no relationship with the controlling shareholder, actual controller or its affiliated units of the company and other directors, supervisors and senior managers of the company, does not hold the shares of the company, has not been punished by the CSRC and other relevant departments and the securities exchange, and is not a person subject to dishonesty, There is no situation that the company law and other relevant laws and regulations stipulate that the company is not allowed to serve as a director of the company, which meets the requirements of the company law and other relevant laws, regulations and regulations.
It is hereby announced.
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) board of directors
February 21, 2002
