Stock Code: Sunflower Pharmaceutical Group Co.Ltd(002737) stock abbreviation: Sunflower Pharmaceutical Group Co.Ltd(002737) Announcement No.: 2022009 Sunflower Pharmaceutical Group Co.Ltd(002737)
Announcement on by election of employee representative supervisors, independent directors and appointment of head of internal audit
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. 1、 By election of employee representative supervisors and chairman of the board of supervisors
The company held the employee representative meeting on March 3, 2022. According to the company law, the articles of association and other relevant provisions, Ms. LAN Fen was elected as the employee representative supervisor of the Fourth Board of supervisors of the company (the resume is attached), and the term of office expires at the end of the current board of supervisors.
In order to ensure the standardized operation of the company’s board of supervisors, with the unanimous consent of all supervisors, the company held the ninth meeting of the Fourth Board of supervisors on March 3, 2022, deliberated and adopted the proposal on the election of the chairman of the board of supervisors, and elected Ms. LAN Fen as the chairman of the company’s board of supervisors until the expiration of this board of supervisors.
Ms. LAN Fen’s qualifications meet the qualifications and conditions of supervisors specified in the company law, the articles of association and other relevant laws, regulations and normative documents.
After this election, the number of supervisors who have served as directors or senior managers of the company in the last two years does not exceed half of the total number of supervisors of the company; The number of supervisors nominated by a single shareholder does not exceed half of the total number of supervisors of the company; The proportion of employee representative supervisors shall not be less than one-third. 2、 By election of independent directors and appointment of head of internal audit
The company held the 14th meeting of the 4th board of directors on March 3, 2022, deliberated and passed the proposal on appointing the person in charge of internal audit and the proposal on by election of independent directors of the company. Upon nomination by the audit committee of the board of directors, the company appointed the Deputy General Manager Li Jinming as the person in charge of internal audit of the company (the resume is attached), and the term of office expires at the current board of directors; Mr. Shi Xianwang is nominated as the candidate for independent director of the Fourth Board of directors (resume attached). The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the current board of directors.
After the qualification of Mr. Shi Wang as an independent director has been submitted to the Shenzhen stock exchange for examination and approval, Mr. Shi Wang has no objection to his qualification as an independent director.
The independent directors of the company expressed their independent opinions on the by election of independent directors. After the election is passed, the number of independent directors in the Fourth Board of directors of the company shall not be less than one-third of the members of the board of directors, and there is no situation that the term of office of independent directors of the company is more than six years; The total number of directors who concurrently hold the position of senior management of the company in the board of directors shall not exceed half of the total number of directors of the company, meeting the requirements of relevant laws and regulations. Documents for future reference:
1. Resolution of the 14th meeting of the 4th board of directors of the company
2. Independent opinions of independent directors
It is hereby announced.
Sunflower Pharmaceutical Group Co.Ltd(002737) board of directors
March 3, 2022
Resume
Ms. LAN Fen, Chinese nationality, without permanent residency abroad, was born in 1978, majoring in pharmacy, with a college degree. He used to be the performance manager, human resources manager, deputy general manager of personnel administration, human resources director of Heilongjiang Zbd Pharmaceutical Co.Ltd(603567) pharmaceutical industry, and the director of human resources management center of the company. He is currently the deputy general manager of the company’s human resources management center and the employee representative supervisor of the Fourth Board of supervisors of the company.
Ms. LAN Fen does not hold shares of the company and has no relationship with shareholders holding more than 5% shares of the company, actual controllers, other current directors, supervisors and senior managers of the company.
There is no one of the following situations:
(1) Have been punished by the CSRC and other relevant departments and disciplined by the stock exchange;
(2) Being put on file for investigation by judicial organs for suspected crimes or being put on file for inspection by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(3) Has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court;
(4) Article 3.2.2 of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board stipulates that they shall not be nominated as directors, supervisors and senior managers;
(5) Other circumstances recognized by the stock exchange.
Ms. LAN Fen’s qualifications meet the requirements of the company law and other relevant laws, regulations and normative documents.
Mr. Li Jinming, Chinese nationality, without permanent residency abroad, was born in 1963 with a postgraduate degree. Graduated from the school of management of Fudan University in Shanghai, majored in accounting, graduated from the Graduate School of monetary and banking of the Chinese Academy of Social Sciences, EMBA of HEC business school in Paris (certified by the Ministry of Education), and registered senior enterprise risk manager; IFA UK Senior Qualification (FFA), FIPA, senior member of the Royal Institute of Chartered Management Accountants (CIMA) and the American Institute of Certified Public Accountants (AICPA), CIMA Royal Chartered Management Accountant, global Chartered Management Accountant cgma. He once worked as an employee of China Electronic Information Industry Group Corporation, financial manager of subsidiaries, chief financial officer of China emerging Pharmaceutical Technology Development Corporation, deputy general manager and chief financial officer of Beijing Shuanghe pharmaceutical operation Co., Ltd., China Resources Double-Crane Pharmaceutical Co.Ltd(600062) general manager of informatization, Tibet Cheezheng Tibetan Medicine Co.Ltd(002287) deputy general manager and chief financial officer, and vice president of Shenwei Pharmaceutical Group Co., Ltd, Chief information officer of Youcare Pharmaceutical Group Co.Ltd(688658) Group Co., Ltd., vice president of the group, deputy general manager and financial director of the company. Currently, he is the Deputy General Manager (vice president) and head of internal audit of the company.
Mr. Li Jinming does not hold shares of the company and has no relationship with shareholders holding more than 5% of the shares of the company, actual controllers, other current directors, supervisors and senior managers of the company.
There is no one of the following situations:
(1) Have been punished by the CSRC and other relevant departments and disciplined by the stock exchange;
(2) Being put on file for investigation by judicial organs for suspected crimes or being put on file for inspection by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(3) Has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court;
(4) Article 3.2.2 of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board stipulates that they shall not be nominated as directors, supervisors and senior managers;
(5) Other circumstances recognized by the stock exchange.
Mr. Li Jinming’s qualifications meet the requirements of the company law and other relevant laws, regulations and normative documents.
Mr. Shi Xianwang, Chinese nationality, without permanent residency abroad, born in 1968, doctor of management, professor and doctoral supervisor. The main research fields are the basic theory of accounting, including capital movement accounting, the development of accounting and information technology, the integration of industry and finance, accounting and capital market, etc. He has published dozens of papers in accounting research, audit research and other journals. Presided over and participated in a number of national social science projects and national self science projects, and presided over a number of provincial and ministerial projects. He once served as an independent director of Wuhan Wuhan Golden Laser Co.Ltd(300220) Co., Ltd., now he is a teacher of Zhongnan University of economics and law and an independent director of Shenzhen Guoren Technology Co., Ltd., and intends to serve as an independent director of the company.
Mr. Shi Xianwang does not hold shares of the company and has no relationship with shareholders holding more than 5% shares of the company, actual controllers, other current directors, supervisors and senior managers of the company. Mr. Shi Xianwang has obtained the qualification certificate of independent director recognized by China Securities Regulatory Commission.
The proposed independent director does not have any of the following circumstances:
(1) Have been punished by the CSRC and other relevant departments and disciplined by the stock exchange;
(2) Being put on file for investigation by judicial organs for suspected crimes or being put on file for inspection by CSRC for suspected violations of laws and regulations, and there is no clear conclusion;
(3) Has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, or has been included in the list of dishonest Executees by the people’s court;
(4) Article 3.2.2, paragraph 1, of self regulatory guidelines No. 1 – standardized operation of listed companies on the main board stipulates that they shall not be nominated as directors;
(5) Other circumstances recognized by the stock exchange.
Mr. Shi Xianwang’s qualifications meet the requirements of the company law and other relevant laws, regulations and normative documents.
