Securities code: Yifan Pharmaceutical Co.Ltd(002019) securities abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022023 Yifan Pharmaceutical Co.Ltd(002019)
Announcement of resolutions of the 22nd Meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as "the company") the 22nd Meeting of the seventh board of supervisors was notified by email on April 1, 2022 and held by on-site and communication voting on April 11, 2022. The supervisors participating in the meeting by communication voting were Ms. Zhang Lianchun and Mr. Wang Jun. The meeting was presided over by Mr. Xu guohan, chairman of the board of supervisors. There were 3 supervisors who should vote and 3 supervisors who actually voted. The convening of meetings is in accordance with the provisions of the articles of association and the relevant provisions of the company law.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions were formed by on-site and communication voting:
(I) the meeting deliberated and adopted the 2021 annual work report of the board of supervisors of the company with 3 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to the company's 2021 annual work report of the board of supervisors published on cninfo.com on April 13, 2022. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
(II) the annual report of the company for 2021 and its summary were deliberated and adopted by the meeting with 3 affirmative votes, 0 negative votes and 0 abstention votes
After review, the board of supervisors believes that the procedures for the preparation and review of the company's 2021 annual report and the summary of the company's 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
(III) the meeting deliberated and adopted the proposal on the company's profit distribution plan for 2021 by 3 votes in favor, 0 against and 0 abstention
(IV) the meeting deliberated and adopted the 2021 annual internal control evaluation report of the company with 3 affirmative votes, 0 negative votes and 0 abstention votes
After review, the board of supervisors believes that the 2021 annual internal control evaluation report submitted by the board of directors of the company can follow the basic principles of the basic norms of enterprise internal control, has established a relatively perfect internal control system, and has formulated internal control systems suitable for enterprise management requirements. Various internal control systems can be well implemented in the company, which truly and objectively reflects the actual situation of the company's internal control.
(V) the meeting deliberated and adopted the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022 by 3 votes in favor, 0 against and 0 abstention
(VI) the meeting deliberated and adopted the special report on the deposit and use of raised funds in 2021 by 3 votes in favor, 0 against and 0 abstention
(VII) the meeting deliberated and adopted the proposal on continuing to use some idle raised funds for cash management by 3 votes in favor, 0 against and 0 abstention
(VIII) the meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan by 3 votes in favor, 0 against and 0 abstention
After review, the board of supervisors held that: (1) as some three incentive objects first granted by the company's restricted stock incentive plan in 2019 have resigned, they no longer meet the conditions for becoming incentive objects; (2) The company's performance fails to meet the performance assessment conditions for the third lifting of restrictions in the 2019 restricted stock incentive plan (Draft). In accordance with the provisions of the company's 2019 restricted stock incentive plan (Draft) and the authorization of the 2018 annual general meeting of shareholders, the board of directors of the company decided to repurchase and cancel 7884750 shares of all the restricted shares granted but not lifted, including 21000 shares of restricted shares granted but not lifted to 3 incentive objects for the first time, Repurchase and cancel all 7863750 restricted shares that have not been lifted in the first grant and the third release period of reserved grant due to performance failure to meet the assessment conditions. In compliance with the company's 2019 restricted stock incentive plan (Draft) and relevant laws and regulations, the repurchase and cancellation of restricted shares is legal and effective.
(IX) the meeting deliberated and adopted the proposal on the general election of the board of supervisors by 3 votes in favor, 0 against and 0 abstention
The current board of supervisors nominated Mr. Xu guohan and Ms. Zhang Lianchun as candidates for supervisors of the eighth board of supervisors of the company. There is no case that the company's directors, senior managers and their spouses and immediate family members serve as supervisors of the company during the term of office of the company's directors and senior managers. The term of office of the above-mentioned supervisors is three years, from the date of deliberation and approval by the general meeting of shareholders to the expiration date of the current board of supervisors. The resumes of the above supervisors are detailed in the annex.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
(x) the meeting deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors by 3 votes in favor, 0 against and 0 abstention
For details, please refer to the rules of procedure of the board of supervisors published on cninfo.com on April 13, 2022. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Documents for future reference
Resolution of the 22nd Meeting of the 7th board of supervisors
It is hereby announced.
Yifan Pharmaceutical Co.Ltd(002019) board of supervisors April 13, 2022
Attachment: resume of supervisor candidates of the 8th board of supervisors of the company
1. Mr. Xu guohan
Chinese nationality, born in June 1967, Han nationality. He has been the chairman of the board of supervisors of the company since April 2018, the deputy general manager of the company from October 2014 to March 2018, and once served as the supervisor, head of sales division, deputy general manager and general manager of Hefei Yifan biomedical Co., Ltd.
He does not hold the company's shares, has not been punished by the CSRC and other relevant departments or the stock exchange, nor is he a dishonest executee announced by the Supreme People's court, and has no relationship with shareholders holding more than 5% of the company, controlling shareholders, actual controllers and other directors, supervisors and senior managers of the company, nor does he have the company law Circumstances stipulated in the articles of association that the company is not allowed to serve as the supervisor of the company. 2. Ms. Zhang Lianchun
Chinese nationality, born in November 1974, bachelor degree, senior engineer, registered safety engineer. He has been the supervisor of the company since October 2014, the supervisor of Hangzhou Xinfu Industrial Technology Co., Ltd. since September 2017, the supervisor of Yiyuan New Material Co., Ltd. since September 2020, and the supervisor of Zhejiang yiben Technology Co., Ltd. since December 2020. He once served as assistant to the general manager, deputy general manager, audit director and chief of the general section of Lin'an work safety supervision and Administration Bureau.
He does not hold the company's shares, has not been punished by the CSRC and other relevant departments or the stock exchange, nor is he a dishonest executee announced by the Supreme People's court, and has no relationship with shareholders holding more than 5% of the company, controlling shareholders, actual controllers and other directors, supervisors and senior managers of the company, nor does he have the company law Circumstances stipulated in the articles of association that the company is not allowed to serve as the supervisor of the company.
