Stock Code: 000999 stock abbreviation: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) No.: 2021-054
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
Announcement on purchasing directors, supervisors and senior managers' liability insurance
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.
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) (hereinafter referred to as "the company" or "the company") convened the 14th meeting of the board of directors in 2021 on December 30, 2021, deliberated and adopted the proposal on purchasing directors' and supervisors' high liability insurance, and now the relevant information is announced as follows:
With the approval of the company's first extraordinary general meeting in 2011, the company purchased the "liability insurance for directors, supervisors and senior managers" of Meiya Property Insurance Co., Ltd. (hereinafter referred to as "Meiya"). The guarantee amount is 30 million yuan and the annual premium is 130000 yuan. In the following years, the company's management is authorized to renew the insurance with Meiya directly under the condition that the liability insurance coverage amount, premium and main coverage remain unchanged.
In view of the steady growth of the company's main income, operating profit, net profit and shareholders' equity in recent years, the company's directors, supervisors and senior managers will face higher professional responsibility risks. In order to further improve the company's risk management system, reduce operational risks, promote the company's directors, supervisors, senior managers and relevant responsible persons to more fully exercise their rights and perform their duties within their respective responsibilities, and protect the rights and interests of the company and investors, in accordance with the standards for the governance of listed companies and relevant laws and regulations, It is proposed to adjust the scheme of purchasing directors, supervisors and senior managers' liability insurance in 2022.
1、 Specific scheme of Dong Jiangao liability insurance:
1. Applicant: China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999)
2. Insured: the company (including subsidiaries) and all directors, supervisors, senior managers and relevant responsible persons 3 Limit of compensation: any claim and all claims totaling RMB 80 million / year
4. Insurance premium: no more than 240000 yuan / year
5. Insurance period: 12 months
6. Insurance company: Shenzhen Branch of China The Pacific Securities Co.Ltd(601099) Property Insurance Co., Ltd
The board of directors requested the general meeting of shareholders to authorize the management to handle matters related to the purchase of directors' and supervisors' high liability insurance within the above authority, and authorize the management of the company to directly handle renewal with China The Pacific Securities Co.Ltd(601099) Property Insurance Co., Ltd. Shenzhen Branch in the future years when the liability insurance compensation limit, premium and main coverage remain unchanged.
2、 Review procedure
1. The transaction was submitted to the 14th meeting of the board of directors in 2021 for deliberation, and all directors withdrew from voting.
2. The transaction was submitted to the 11th meeting of the board of supervisors in 2021 for deliberation, and all supervisors avoided voting.
3. The matter shall be approved by the general meeting of shareholders.
3、 Opinions of independent directors
After fully investigating and understanding the basic situation and reviewing relevant materials, the independent directors expressed their independent opinions and believed that the company's main revenue, operating profit, net profit and shareholders' equity have increased steadily in recent years. Purchasing liability insurance for the company and all directors, supervisors and senior managers is conducive to improving the company's risk control system and protecting the interests of the company and shareholders, While promoting directors, supervisors and senior managers to fully exercise their rights and perform their duties, protecting their rights and interests is conducive to the healthy development of the company, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. The convening procedures and voting procedures of the board meeting comply with the requirements of laws, regulations and the articles of association. All directors have avoided voting and agreed to submit the proposal to the general meeting of shareholders for deliberation.
4、 Documents for future reference
1. Resolution of the 14th meeting of the board of directors in 2021
2. Resolution of the 11th meeting of the board of supervisors in 2021
3. Opinions of independent directors
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) board of directors December 30, 2021
