Securities code: 002755 securities abbreviation: Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Announcement No.: 2022-006 Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Announcement on the general election of the board of directors of the company
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.
The term of office of the Fifth Board of directors of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) (hereinafter referred to as "the company") will expire on February 18, 2022. The general election shall be conducted in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations, normative documents and the relevant provisions of the articles of association.
The company held the 18th meeting of the 5th board of directors on January 21, 2022, deliberated and adopted the proposal on the general election of the board of directors and the nomination of members (non independent directors) of the 6th board of directors and the proposal on the general election of the board of directors and the nomination of members (independent directors) of the 6th board of directors, And submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
The sixth board of directors of the company consists of 9 directors, including 6 non independent directors and 3 independent directors. After deliberation by the nomination committee of the board of directors, the board of directors of the company agreed to nominate Mr. Chen Qingcai, Ms. Wang Xiaowen, Ms. Zhou suling, Mr. Ma Jingfei, Mr. Xu Youyin and Mr. Chen Xiangfeng as candidates for non independent directors of the sixth board of directors, and to nominate Mr. Wu Xiaoming, Li dixiansheng Mr. Liu Jianwen is an independent director candidate of the sixth board of directors (the resume of director candidates is attached).
The nomination committee of the board of directors of the company reviewed the qualifications of the above candidates and issued audit opinions, and the independent directors gave their agreed independent opinions. The number of candidates for the above-mentioned directors complies with the provisions of the company law and other laws and regulations and the articles of association, in which the proportion of candidates for independent directors shall not be less than one-third of the total number of directors, and the total number of candidates for the board of directors who concurrently serve as senior managers of the company and directors held by employee representatives shall not exceed one-half of the total number of directors of the company.
The term of office of the sixth board of directors is three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2022. Independent director candidates Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen have obtained the qualification certificate of independent director, of which Mr. Li Di is an accounting professional.
The company has posted the details of independent director candidates on the website of Shenzhen Stock Exchange (http: / / www.szse. CN.) in accordance with the requirements of the filing measures for independent directors of Shenzhen Stock Exchange Publicity. During the publicity period, if any unit or individual has any objection to the qualification and independence of independent director candidates, they can feed back their opinions to Shenzhen Stock Exchange on the qualification of independent director candidates and the situation that may affect their independence through the channels provided by Shenzhen Stock Exchange.
The qualification and independence of the above independent director candidates shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders of the company for deliberation, and shall be elected by cumulative voting system.
It is hereby announced.
Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Annex I of the board of directors on January 21, 2022:
Resume of candidates for the 6th board of directors - non independent directors
1. Chen Qingcai, male, born in 1959, Chinese nationality, has permanent residency in Australia and Singapore. He obtained a master's degree in clinical pharmacy from Shanghai Medical University in 1988 and a doctor's degree in pharmacology from Nanjing Medical University in 1997. He is a visiting professor of Nanjing Medical University and Nanjing University of technology; It is the talent of the national "innovation talent promotion plan" and "ten thousand talent plan". Mr. Chen founded Nanjing haiguang Institute of Applied Chemistry, the earliest private new drug R & D institution in Jiangsu Province, and led the R & D and listing of China's first domestic proton pump inhibitor injection. He has served as the chairman of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. since January 2003, and now serves as the executive director of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) and the executive director and general manager of Nanjing Haiji Investment Management Co., Ltd. since August 2018, he has served as the chairman and general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd, In December 2018, Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. was changed to a limited liability company. Later, he served as executive director and general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. and general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. since December 2019. Served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) chairman and general manager since February 2019. Mr. Chen's "health-oriented 'head to tail innovation' Beijing Aosaikang Pharmaceutical Co.Ltd(002755) management model" has led the rapid and sustainable development of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. Mr. Chen has led the research, development and marketing of more than 20 new drugs, and has undertaken 3 national torch plans, 4 national major science and technology special projects of "major new drug creation" and a number of provincial and municipal science and technology plans. It has successively won the first prize of scientific and technological progress of all China Federation of industry and commerce, the second prize of science and technology of China Pharmaceutical Association and several science and technology awards of Jiangsu Province; It won the individual award of Nanjing Science and technology meritorious man and Nanjing Mayor quality award issued by Nanjing Municipal People's government, and led Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. to win Jiangsu quality award, China Quality Award nomination award, etc.
Chen Qingcai does not directly hold shares of the company. Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd. holds 317470588 shares of the company, and Chen Qingcai, his spouse and the person acting in concert Zhang Junru hold 78.57% of the shares of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd. Chen Hongyu, the daughter of Chen Qingcai and the person acting in concert, holds 113382352 shares of the company through Weirui Development Co., Ltd.
In addition to the above, Chen Qingcai has no relationship with other shareholders, directors, supervisors and senior managers holding more than 5% of the company's shares.
Chen Qingcai has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest act, and he is not the person to be executed; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and provisions; There is no circumstance in which a person may not be nominated as a director.
2. Wang Xiaowen, female, born in 1968, Chinese nationality, without permanent residency abroad, has served as the deputy general manager of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. since January 2020. After entering Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical industry in 1997, Wang Xiaowen served as director of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) synthesis room, assistant general manager and director of production department of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) , assistant general manager and director of Engineering Department of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) .
Ms. Wang graduated from Jiangsu Institute of Chemical Technology in 1990 with a bachelor's degree in engineering and the title of engineer.
Wang Xiaowen has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Wang Xiaowen does not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Wang Xiaowen holds 6% equity of Nanjing Haiji Investment Management Co., Ltd.
Wang Xiaowen has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest act, and he is not the person to be executed; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and provisions; There is no circumstance in which a person may not be nominated as a director.
3. Zhou suling, female, born in January 1965, Chinese nationality, without permanent residency abroad. Zhou suling graduated from Nanjing University in July 1991, majoring in advanced nursing. She used to be the head nurse and competent nurse of Nanjing second hospital. Since 2018, he has served as a supervisor of Jiangsu Suyang Investment Industry Co., Ltd. Director of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) since May 2021.
Zhou suling does not directly hold shares of the company. Jiangsu Suyang Investment Industry Co., Ltd. holds 143437647 shares of the company, and Zhou suling holds 30% of the equity of Jiangsu Suyang Investment Industry Co., Ltd.
Zhou suling is the wife of Zhao Jun, the actual controller of Jiangsu Suyang Investment Industry Co., Ltd. In addition to the above, Zhou suling has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Zhou suling has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest act, and he is not the person to be executed; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and provisions; There is no circumstance in which a person may not be nominated as a director.
4. Mr. Ma Jingfei, born in 1988, Chinese nationality, without overseas permanent residency, has a master's degree and graduated from Tsinghua University in business administration. He has successively worked in the head office of DBS Bank of Singapore, Bank Of China Limited(601988) Industry Association and Beijing Financial Holding Group Co., Ltd. He has been the director of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) securities affairs since November 2019. Served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) deputy general manager and Secretary of the board of directors since October 2021.
Mr. Ma Jingfei does not hold shares in the company. Mr. Ma Jingfei is the spouse of the daughter of Mr. Chen Qingcai, the actual controller of the company. In addition to the above, Mr. Ma Jingfei has no relationship with the controlling shareholder, actual controller, other shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Ma Jingfei has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest act, and he is not the person to be executed; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and provisions; There is no circumstance in which a person may not be nominated as a director.
5. Xu Youyin, male, born in 1968, Chinese nationality, without permanent residency abroad. Served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) director and deputy general manager since February 2019. Mr. Xu once served as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical sales director, director of Nanjing Haiji Investment Management Co., Ltd., regional sales manager of Xi'an Janssen Pharmaceutical Co., Ltd. Mr. Xu graduated from Bengbu Medical College with a bachelor's degree in clinical medicine in 1991 and a master's degree in Business Administration from Hong Kong Baptist University in 2007.
Xu Youyin has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Xu Youyin does not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Xu Youyin holds 12% of the equity of Nanjing Haiji Investment Management Co., Ltd.
Xu Youyin has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest act, and he is not the person to be executed; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and provisions; There is no circumstance in which a person may not be nominated as a director.
6. Chen Xiangfeng, male, born in 1970, Chinese nationality, without permanent residency abroad. He has been the chief engineer of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical industry since September 2016 and the director of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) since February 2019. Mr. Chen once served as executive vice president of Drug Research Institute of Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd. and deputy director of haiguang Research Institute. Mr. Chen has the title of senior engineer and obtained a master's degree in pharmaceutical engineering from Nanjing University of technology in 2009.
Chen Xiangfeng has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Chen Xiangfeng does not directly hold shares of the company. Nanjing Haiji Investment Management Co., Ltd. holds 37794117 shares of the company, and Chen Xiangfeng holds 6% equity of Nanjing Haiji Investment Management Co., Ltd.
Chen Xiangfeng has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest act, and he is not the person to be executed; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and regulations.
Annex II:
Resume of candidates for the 6th board of directors - independent directors
1. Wu Xiaoming, male, born in 1954, Chinese nationality, without permanent residency abroad. He graduated from Nanjing Pharmaceutical College majoring in chemical pharmacy and received a doctor's degree in pharmacy from Kyushu University in Japan. He started work in December 1968 and was once a professor, doctoral supervisor, executive vice president and President of China Pharmaceutical University.
Wu Xiaoming has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers.
Wu Xiaoming does not hold shares in the company.
Wu Xiaoming has not been punished by the CSRC and other relevant departments or the stock exchange in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for inspection due to suspected violation of laws and regulations, and there is no clear conclusion; There is no dishonest act, and he is not the person to be executed; It is not the subject of breach of faith responsibility or the object of breach of faith punishment; Meet the requirements of the company law and other relevant laws, regulations and provisions; There is no circumstance in which a person may not be nominated as a director.
2. Li Di, male, born in 1956, Chinese nationality, without permanent residency abroad. Graduated from Renmin University of China in 1988, majoring in accounting, with a college degree. Obtained the qualification of certified public accountant in April 1995; Worked for an Yonghua
