Securities code: 600436 securities abbreviation: Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) Announcement No.: 2022-001 Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436)
Announcement on resolutions of the 43rd meeting of the 6th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 43rd meeting of the 6th board of directors of Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) (hereinafter referred to as "the company") was held by means of communication at 16:00 p.m. on Thursday, December 30, 2021 in the conference room on the 22nd floor of Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) building of the company. Meeting notices and proposals shall be delivered by hand and sent by e-mail. There are 9 voting directors and 9 actual voting directors in this meeting. The meeting was presided over by Mr. Lin weiqi, chairman of the board. The meeting was held in accordance with the company law, the Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, and was legal and effective. The directors attending the meeting voted by means of communication to consider the following proposals: 1. Deliberating and adopting the work report of the sixth board of directors of the company;
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation.
2、 The company's proposal on the general election of the board of directors was deliberated and adopted one by one;
In view of the expiration of the term of office of the members of the sixth board of directors of the company, in order to improve the corporate governance structure and ensure the standardized operation of the board of directors of the company, the general election of the board of directors of the company is carried out in accordance with the company law, the articles of association and other relevant provisions. The seventh board of directors of the company consists of 9 directors, including 4 independent directors (including 1 Accounting Professional). Upon nomination by the board of directors of the company, Lin weiqi, Lin liuqiang, Huang Jinming, Chen Jipeng, Yang Haipeng, Jia Jianjun, Li Guangpei, fan Zhipeng and Du Shouying are candidates for directors of the seventh board of directors of the company, of which Jia Jianjun (accounting professional), Li Guangpei, fan Zhipeng and Du Shouying are candidates for independent directors of the seventh board of directors (resume attached). The specific voting results are as follows:
Lin Weiqi received 9 affirmative votes, 0 negative votes and 0 abstention;
Lin liuqiang received 9 affirmative votes, 0 negative votes and 0 abstention;
Huang Jinming received 9 affirmative votes, 0 negative votes and 0 abstention;
Chen Jipeng received 9 affirmative votes, 0 negative votes and 0 abstention;
Yang Haipeng received 9 affirmative votes, 0 negative votes and 0 abstention;
Jia Jianjun received 9 affirmative votes, 0 negative votes and 0 abstention;
Li Guangpei received 9 affirmative votes, 0 negative votes and 0 abstention;
Fan Zhipeng received 9 affirmative votes, 0 negative votes and 0 abstention;
Du Shouying received 9 affirmative votes, 0 negative votes and 0 abstention.
The proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation.
3、 Deliberated and passed the proposal of the company on insuring liability insurance for the company, directors, supervisors and senior managers;
Voting results: 0 affirmative, 0 negative, 0 abstention and 9 abstention.
In order to improve the company's risk management system, protect the rights and interests of the company, directors, supervisors and senior managers, promote the healthy development of the company, and increase the protection of the legitimate rights and interests of minority shareholders, the company plans to purchase liability insurance for the company, directors, supervisors and senior managers. The specific scheme of liability insurance is as follows:
1. Applicant: Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436)
2. Insured: company, directors, supervisors and senior managers
3. Liability limit: no more than RMB 100 million / year
4. Total premium: the specific amount determined through negotiation with the insurance company shall prevail
5. Insurance period: 12 months
At the same time, the board of directors of the company requests the general meeting of shareholders to authorize the operation and management of the company to handle relevant matters within the above authority, including but not limited to handling renewal, re insurance and other related matters at or before the expiration of the liability insurance contract.
The proposal needs to be submitted to the company's first extraordinary general meeting in 2022 for deliberation.
4、 Deliberated and passed the proposal of the company on convening the first extraordinary general meeting of shareholders in 2022;
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors will hold the first extraordinary general meeting of shareholders in 2022 at 09:00 on Thursday, January 20, 2022 at the third floor of Zhangzhou Baixiang Yuanshan Hotel (China Hui AB Hall), Xiangcheng District, Zhangzhou City, to consider the proposals considered and adopted by the board of directors and the board of supervisors and submitted to the general meeting of shareholders for consideration. See Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) notice on convening the first extraordinary general meeting of shareholders in 2022 (No. 2022-003) disclosed by the company on the website of Shanghai Stock Exchange on the same day.
It is hereby announced.
Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) board of directors
January 4, 2022
Attached:
Resume of candidates for non independent directors of the 7th board of directors
Lin Weiqi: male, born in July 1966, CPC member, Bachelor of Arts, Bachelor of Arts. From August 1987 to June 1988, he served as a teacher in the English Department of Zhangzhou Normal University, Fujian Province; From June 1988 to July 1988, he served as a cadre of the Education Bureau of Dongshan County, Fujian Province; From July 1988 to September 1996, he successively served as cadre of Foreign Economic Commission of Dongshan County, Fujian Province, deputy chief of foreign investment section and chief of foreign investment section; From September 1996 to December 2001, he successively served as deputy manager and manager of Fujian Dongshan foreign trade company; From December 2001 to March 2014, he successively served as general manager assistant and deputy general manager of Hong Kong Zhanglong Industrial Co., Ltd; From March 2014 to November 2021, he served as member of the Party committee and deputy director of the SASAC of Zhangzhou City, Fujian Province. From November 2021 to now, he has served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) director and chairman of the board.
Lin liuqiang: born in December 1966, member of the Communist Party of China, in-service university degree, accountant. From August 1986 to January 1998, he served as a member of the industrial and transportation enterprise management section of Zhangzhou Finance Bureau; From January 1998 to September 2003, he served as deputy director of the financial management section of industrial and transportation enterprises of Zhangzhou Finance Bureau; From September 2003 to November 2006, he served as director of the budget section of Zhangzhou Finance Bureau; From November 2006 to December 2012, he served as the chief of the tax administration, article and law section of Zhangzhou Finance Bureau; From December 2012 to December 2015, he served as the chief of the enterprise section of Zhangzhou Finance Bureau; From December 2015 to December 2018, he served as member of the Party committee, director and executive deputy general manager of Zhangzhou Jiulongjiang Group Co., Ltd; From December 2018 to now, he has served as Deputy Secretary of the Party committee, director and general manager of Zhangzhou Jiulongjiang Group Co., Ltd. Since June 2015, he has also served as a director of Fujian Longxi bearing (Group) Co., Ltd; From April 2016 to now, he has concurrently served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) director; Since March 2017, he has also served as the director and general manager of Fujian Fuhua Gulei Petrochemical Co., Ltd; From May 2017 to December 2021, concurrently served as a director of Fujian Fuhua industry and trade (Zhangzhou) Co., Ltd; Since October 2017, he has also served as a director of Fujian fuhaichuang Petrochemical Co., Ltd.
Huang Jinming: born in March 1966, CPC member, master of business administration, senior economist, senior engineer and licensed pharmacist. From July 1987 to January 1997, he successively served as a cadre and deputy director of the workshop of Zhangzhou pharmaceutical factory; From January 1997 to June 1998, he served as the head of Zhangzhou import and Export Corporation (Preparatory); From June 1998 to June 1999, he served as deputy chief of the trade management section of Zhangzhou Foreign Economic Cooperation Bureau; From June 1999 to September 2006, served as the manager of the business department of Zhanglong Industrial Co., Ltd; From September 2006 to December 2015, served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) deputy general manager; From December 2015 to April 2016, served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) executive deputy general manager; From April 2016 to July 2019, he served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) director and executive deputy general manager; From July 2019 to now, he has served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) director, deputy secretary of the Party committee of the CPC Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) Committee and general manager. Chen Jipeng: born in September 1968, CPC member, master of medicine, professor level senior engineer and licensed pharmacist. From August 1990 to January 1993, he served as a technician in the Institute of medicine of Zhangzhou pharmaceutical factory; From January 1993 to December 1999, he successively served as a technician and deputy director of the Pharmaceutical Research Institute of Zhangzhou Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) group company (Zhangzhou pharmaceutical factory); From December 1999 to November 2011, served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) deputy general manager; From November 2011 to now, he has served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) director and deputy general manager.
Yang Haipeng: born in August 1966, member of the Communist Party of China, in-service university degree, senior auditor and senior accountant. From August 1987 to October 1990, he served as the accountant of the financial department of Zhangzhou wool textile printing and dyeing General Factory in Fujian Province; From October 1990 to June 1991, he served as a member of the general audit office of Zhangzhou Audit Bureau, Fujian Province; From June 1991 to July 2019, he served as a member of the financial, economic and financial audit section, industrial and transportation audit section, deputy director, director, chief and enterprise audit section of the economic, trade and foreign economic audit section of Zhangzhou Audit Bureau of Fujian Province; From July 2019 to now, he has served as Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) chief accountant.
Resume of independent director candidates of the 7th board of directors
Jia Jianjun: born in September 1972, doctor of accounting. From 1997 to June 2016, he served as a teacher of Shanghai Institute of finance, deputy director of international teaching department and vice president of accounting college; From July 2016 to January 2019, he served as an associate professor of Shanghai Lixin Institute of accounting and finance; In January 2019, he served as an associate professor of the school of entrepreneurship and management of Shanghai University of science and technology. Concurrently serve as Suzhou Sunmun Technology Co.Ltd(300522) , Shanghai Beite Technology Co.Ltd(603009) , Ningbo Fangzheng Automobile Mould Co.Ltd(300998) independent directors. Since August 2017, he has served as an independent director of the company. Li Guangpei: born in March 1968, doctor of management. From August 1991 to now, he has successively served as teaching assistant, lecturer, associate professor, Professor, master supervisor and department director of the school of economics and management of Fuzhou University. Since August 2017, he has served as an independent director of the company.
Fan Zhipeng: born in June 1976, master of law. He is now the head of Shanghai Guizhi shenghang TCM outpatient department Co., Ltd. and the general manager of Shanghai Xiaoduo Financial Services Co., Ltd. and has passed the lawyer qualification examination (now the "national unified judicial examination"). Since March 2018, he has served as an independent director of the company.
Du Shouying, born in December 1960, holds a doctor's degree in traditional Chinese medicine and is a professor. He is now a professor in the Department of pharmacy, School of traditional Chinese medicine, Beijing University of traditional Chinese medicine. Concurrently serve as independent directors of Tibet Cheezheng Tibetan Medicine Co.Ltd(002287) , Hunan Fangsheng Pharmaceutical Co.Ltd(603998) , Chongqing Pharscin Pharmaceutical Co.Ltd(002907) three listed companies; Independent director of Hubei Hongyuan Pharmaceutical Co., Ltd. and Beijing Xinghao Pharmaceutical Co., Ltd. Director of Beijing Beizhong Asset Management Co., Ltd; Supervisor of Beijing shunyingyu science and Trade Co., Ltd; Social academic part-time jobs mainly include the director of the professional committee of pharmacoeconomics of China Association for the promotion of traditional Chinese medicine, the director of the great health industry branch of China Association for the promotion of international exchanges in health care, etc.
