Stock Code: 600436 stock abbreviation: Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) materials for the first extraordinary general meeting of shareholders in 2022, Zhangzhou, Fujian
January 20, 2002
Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436)
Description of matters and voting methods of the first extraordinary general meeting of shareholders in 2022, shareholders and shareholder representatives:
According to the rules for the general meeting of shareholders of listed companies and the Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions of China Securities Regulatory Commission, the matters and voting of the first extraordinary general meeting of shareholders in 2022 are as follows:
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the general meeting, the meeting staff will check the identity of the attendees and ask the verified ones to cooperate. 2、 Shareholders and their representatives shall enter the meeting before the meeting; Those who enter midway shall obtain the permission of the conference staff.
3、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law. Shareholders attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders, and shall not disturb the normal order of the general meeting of shareholders.
4、 A shareholder who requests to speak shall, in accordance with the agenda of the meeting, speak with the permission of the chairman of the meeting. When more than one shareholder requests to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the moderator shall designate the speaker. During the meeting, only shareholders (including authorized representatives) are allowed to speak or ask questions. Shareholders’ speeches or questions shall focus on the topics of the meeting, be concise and concise, and the time shall not exceed 3 minutes. 5、 When shareholders request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders. When voting at the general meeting of shareholders, shareholders will no longer speak. If a shareholder violates the above provisions, the chairman of the meeting has the right to refuse or stop it.
6、 All proposals considered at the meeting shall be voted by the shareholders attending the meeting or their authorized representatives by open ballot.
7、 Shareholders attending the meeting (including authorized representatives of shareholders) exercise their voting rights according to the number of voting shares they represent, and each share has one vote.
8、 The number of shares represented by each vote shall be indicated respectively, and the voting results shall be counted and calculated according to the number of shares.
9、 A vote monitoring group is set up at this meeting, which is composed of one vote counter, one vote monitor and one person who announces the result of vote counting, one of whom is the supervisor of the company and the other two are shareholder representatives. The scrutineer is responsible for supervising the voting, counting and announcement of voting results.
10、 Responsibilities of the ticket supervision team:
1. Be responsible for checking the number of shareholders attending the meeting and the number of shares they represent;
2. Count the votes and check whether each vote meets the specified requirements;
3. Calculate the number of votes obtained and the number of shares represented by the voting proposal;
4. Announce the voting results and the number of affirmative, negative, abstention and withdrawal votes.
11、 When voting, shareholders shall mark “√” in the corresponding column of “agree” (or “oppose”, or “abstain” or “withdraw”) of the voting vote.
12、 If the votes issued at this meeting are not used, or the words outside the provisions are inserted or filled in illegible, they will be deemed invalid and will be treated as abstention; Those who alter the matters in the vote without authorization shall be treated as invalid votes; Those who leave the meeting or do not participate in voting during the meeting shall abstain.
13、 The voting votes shall be uniformly printed and stamped with the seal of the board of directors of the company.
14、 The whole process of the meeting was witnessed by the lawyers of Taihe Thai (Beijing) law firm and issued legal opinions.
Special reminder: according to the needs of normalized epidemic prevention and control and the reception capacity of the company’s location, the capacity of the on-site meeting of the general meeting of shareholders is 100. It is recommended that the shareholders of the company give priority to attending the general meeting of shareholders by online voting. Please understand and support the shareholders of the company. If you really need to attend the meeting on site, please ensure that your body temperature is normal and there are no symptoms such as respiratory discomfort, and wear masks and other protective equipment on the day of the meeting. On the day of the meeting, the company will measure and register the temperature of participants according to the requirements of epidemic prevention and control. Only those with normal temperature can attend the meeting. Please cooperate.
Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) board of directors January 20, 2002
Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436)
Agenda of the first extraordinary general meeting of shareholders in 2022
Time: 09:00, Thursday, January 20, 2022
Venue: 3rd floor of Zhangzhou Baixiang Yuanshan Hotel, Xiangcheng District, Zhangzhou City (China Hui AB Hall)
Moderator: Mr. Lin weiqi, chairman
1、 Read out the number of shareholders (including shareholders’ agents) attending the shareholders’ meeting and the number of shares held and represented
2、 Opening of the session
3、 Enter the agenda
(I) reading out proposals
Proposal 1: review the work report of the sixth board of directors of the company;
Proposal 2: review the work report of the 6th board of supervisors of the company;
Proposal 3: To review the proposal of the company on insuring liability insurance for the company, directors, supervisors and senior managers;
Proposal 4: review the proposal on the election of non independent directors;
Proposal 5: review the proposal on the election of independent directors;
Proposal 6: review the proposal on the election of supervisors.
(II) shareholder’s speech
(III) recommend the members of the vote monitoring group (one supervisor and two shareholder representatives)
(IV) the shareholders (or their proxies) present at the meeting voted on the above proposals one by one
(V) vote counting by supervisors, vote monitoring by shareholder representatives and vote counting by staff
(VI) the moderator shall read out the on-site voting results
(VII) read out the resolutions of the meeting
(VIII) the lawyer reads out the legal opinion
(IX) the directors attending the meeting shall sign the resolutions and minutes of the meeting
4、 Declare the meeting closed
Motion 1
Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436)
Work report of the 6th board of directors
Shareholders and shareholder representatives:
hello everyone! Now, Mr. Lin weiqi, chairman of the board of directors, will make the work report of the sixth board of directors on behalf of the board of directors of the company. Please review it!
The sixth board of directors of the company was established in September 2017 and began to perform its duties. After the expiration of the current term, it was reorganized and replaced. With the strong support of all shareholders and directors, the sixth board of directors of the company earnestly studied the spirit of the 19th CPC National Congress, earnestly implemented the spirit of the important speech of the general secretary of Xi Jinping to visit Fujian, deeply carried out the study and education of party history and the activity of “re study, re investigation and re implementation”, and always adhered to the guidance of the thought of socialism with Chinese characteristics in the new era, Actively implement the deployment of the municipal Party committee and the municipal government to “highlight industry and break through industry” and expand the “three major and three new” industries, closely follow the theme of innovative development of traditional Chinese medicine, adhere to the guidance of Party construction, strengthen responsibility, and continue to promote the healthy, stable and high-quality development of the company.
The board of directors of the company strictly implements the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the governance standards for listed companies, the Listing Rules of Shanghai Stock Exchange, diligently performs the duties of directors, smoothly promotes the achievement of business objectives, and lays a good foundation for the company’s “14th five year plan”. During the reporting period, the board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with various regulations, earnestly performed its duties, and better completed various objectives and tasks.
1、 Improve the operation standard of the board of directors and improve the level of corporate governance
The company continues to strengthen the corporate governance structure, improve internal control management, standardize information disclosure business, timely and accurately disclose periodic reports, and disclose interim reports that may have a significant impact on the company’s stock price. During the term of office, the board of directors of the company held 43 meetings, convened 4 annual shareholders\’ meetings and 5 extraordinary shareholders\’ meetings (the meeting reached consensus and formed resolutions. See the announcement since September 2017 for the contents of the resolutions). The company continues to promote the effective balance and scientific decision-making of the “three meetings” of the board of directors, the board of supervisors and the general meeting of shareholders, and earnestly safeguard the interests of the company and all shareholders.
During the term of office, the company actively gave back to shareholders, and the dividend plans over the years have been implemented. The details are shown in the table below:
Proportion attributable to
Number of dividends paid per 10 shares amount of cash dividends
Common shareholders of Listed Companies in dividend year
(tax included) (tax included)
Ratio of net profit (%)
In 2017, RMB 430 million, RMB 259 million, RMB 3.215 billion
RMB 600 million, RMB 362 million and RMB 3167 million in 2018
RMB 820 million, RMB 495 million and RMB 36 million in 2019
RMB 900 million, RMB 543 million and RMB 3248 million in 2020
During his tenure, the company won “the most respected listed company by investors”, “China’s top 20 most competitive pharmaceutical listed companies”, “China’s listed company Jinniu most investment value award”, etc, The board of directors of the company was awarded “Tianma Award for investor relations of Chinese listed companies – best board of directors”, “Tianma Award for investor relations of Chinese listed companies – Best investor relations” and “golden round table Award for board of directors of Chinese listed companies – special contribution to corporate governance”, which fully shows the high recognition of the industry for the company’s excellent business strategy, excellent brand image and excellent financial performance. The market value of the company’s shares increased from more than 30 billion yuan to more than 200 billion yuan, creating wealth for the society, creating value for investors and contributing to local economic development.
2、 Deepen the education and study of party history and implement the main responsibility of Party construction
(I) deeply carry out the study and education of party history to build a “spiritual highland” for the high-quality development of enterprises. The company actively responded to the work deployment of the CPC Central Committee, provincial Party committee and municipal Party Committee on carrying out the study and education of party history, set off an upsurge of “learning party history, strengthening responsibility and opening up a new development pattern”, and took multiple measures to promote the early and deep study and education of party history. Strengthening leadership and promoting the study and education of party history; Guide and promote the study of “four histories” and promote the deepening and broadening of the study and education of party history; Highlight the characteristics, carry out the publicity of “party history”, take multiple measures to promote mass publicity and education activities, and strengthen the determination and confidence to “always follow the party”; Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) will celebrate the founding of the party’s 100th anniversary literary and artistic performances, acclaim the party’s great cause of struggle, and show the spirit of Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) people adhering to the essence of inheritance and keeping the spirit of innovation. Deeply carry out the activity of “re learning, re investigation and re implementation”, highlight the key points, pay attention to the implementation, pool the strength of all staff to make up for weaknesses, and promote the development of enterprises to a new level. As a typical example, the company’s “three re” activity has been affirmed by the provincial SASAC; Adhering to the guidance of Party building, it won the honorary title of “the sixth national civilized unit” in 2020, further consolidated and improved the achievements in the establishment of spiritual civilization and helped the high-quality development of the enterprise.
(II) earnestly perform the supervision function of the Commission for Discipline Inspection and promote the construction of Party style and clean government in enterprises. Focusing on the central task of enterprise development, the company puts political construction in the first place and implements its supervision responsibilities. The company carried out various anti-corruption education, warning education, changing customs education and many collective anti-corruption talks, paid close attention to the supervision of important time nodes, and strictly prevented the rebound of “four ethos”; Carry out special supervision and inspection to correct the bad atmosphere. The company focuses on strengthening the system construction, supervision and inspection in the fields of product marketing, raw material procurement, foreign investment, bidding and warehousing management, and promoting the revision and improvement of the internal control management system. The company has completed various tasks in the reform of discipline inspection and supervision system, so as to provide a strong guarantee for winning the war of epidemic prevention and control and promoting the high-quality development of the enterprise.
3、 Improve the ability of scientific research and innovation and promote the high-quality development of enterprises
To make fine traditional Chinese medicine and expand the industry is inseparable from the support of science and technology. Due to the influence of Western medicine, the short board of the action mechanism of traditional Chinese medicine, which is “unclear and unclear”, has become the main reason restricting the development of traditional Chinese medicine in the new era. In terms of scientific research, the company has made great efforts and done enough homework to make Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) lasting and new, continuously promote the modernization of traditional Chinese medicine and drive the continuous development of the enterprise.
(I) building a technological innovation system. The company adheres to the principle of “not for me, but for my use”, adheres to the dominant position of R & D, strengthens the allocation of R & D resources, and builds a three-level R & D platform. Namely, it has a number of high-level independent core R & D platforms, such as national enterprise technology center, postdoctoral scientific research workstation, academician expert workstation, Fujian Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) Key Laboratory of natural medicine R & D enterprises, Fujian classic traditional Chinese medicine compound Engineering Research Center, etc; More than 10 R & D platforms for key technologies have been jointly built with the University of Macao, Hong Kong Baptist University, Nanjing University and Xiamen University; It has established cooperative R & D platforms with more than 150 domestic and foreign universities and scientific research institutes. At the same time, an academic committee headed by academician Chen Keji of the Chinese Academy of Sciences and Professor Yao David of the school of biomedicine of the Chinese University of Hong Kong was established to continuously introduce high-end scientific research talents, establish a comprehensive drug R & D and innovation team, and improve the scientific research ability of the enterprise. The annual R & D investment is nearly 100 million yuan.
(II) focus on the cultivation of large varieties of traditional Chinese medicine and accurately promote Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) “modernization of traditional Chinese medicine”. Focusing on the theory of traditional Chinese medicine, clinical efficacy, basic research and quality control system, the company improves the level of technological innovation in an all-round way, takes the theory of chronic inflammation and “blood stasis and toxin” as the main line, carries out systematic research on liver disease, tumor and other efficacy expansion, obtains high-level and high-quality evidence-based evidence, and further improves its clinical value, scientific value and market value.
At the same time, modern medical technologies such as evidence-based medicine, molecular biology and network pharmacology are used to build a chain of efficacy evidence from basic to clinical, explain the scientific connotation of Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) treating different diseases together in the fields of liver disease, tumor and pre-treatment, and provide guidance for clinical medication. In 2018, the consensus of Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) clinical application experts was issued, and the Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) foundation was published and issued by the Chinese Academy of Sciences
