Securities code: 002755 securities abbreviation: Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Announcement No.: 2022-003 Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Announcement of resolutions of the 18th meeting of the 5th board of directors
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 18th meeting of the 5th board of directors of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) (hereinafter referred to as “the company”) was notified to all directors by telephone and personal communication on January 13, 2022. The meeting was held on January 21, 2022 in conference room 3102, building a, No. 699, Kejian Road, Jiangning Science Park, Nanjing.
8 directors should be present at this meeting, and 8 directors actually present. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. This meeting complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association.
The meeting was presided over by Mr. Chen Qingcai, chairman of the board of directors. After careful deliberation, the following resolutions were unanimously reached:
1、 The proposal on general election of the board of directors and nomination of members (non independent directors) of the sixth board of directors of the company was deliberated and adopted one by one
The term of office of the Fifth Board of directors of 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 sixth board of directors of the company has 6 non independent directors with a term of three years. Recommended by the board of directors and reviewed by the nomination committee of the board of directors, 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.
(1) Nominate Mr. Chen Qingcai as a candidate for non independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
(2) Nominate Ms. Wang Xiaowen as a candidate for non independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
(3) Nominate Ms. Zhou suling as a candidate for non independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
(4) Nominate Mr. Ma Jingfei as a candidate for non independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
(5) Nominate Mr. Xu Youyin as a candidate for non independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
(6) Nominate Mr. Chen Xiangfeng as a candidate for non independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
The total number of directors proposed to be employed by the sixth board of directors who concurrently serve as the company’s senior management and staff representatives does not exceed half of the total number of directors of the company.
The independent directors have expressed clear consent on this matter. For details of the announcement on the general election of the company’s board of directors, please refer to the securities times, securities daily and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Company announcement on (Announcement No.: 2022-006).
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 The proposal on general election of the board of directors and nomination of members (independent directors) of the sixth board of directors of the company was deliberated and adopted one by one
The term of office of the Fifth Board of directors of 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 sixth board of directors of the company has 3 independent directors with a term of three years. Upon the recommendation of the board of directors and the review of the nomination committee of the board of directors, the nomination committee agreed to nominate Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen as candidates for independent directors of the sixth board of directors of the company.
(1) Nominate Mr. Wu Xiaoming as the candidate for independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
(2) Nominate Mr. Li Di as the candidate for independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
(3) Nominate Mr. Liu Jianwen as the candidate for independent director of the sixth board of directors
Voting results: 8 in favor, 0 against and 0 abstention.
Independent directors Mr. Wu Xiaoming, Mr. Li Di and Mr. Liu Jianwen have obtained the qualification certificate of independent directors, of which Mr. Li Di is an accounting professional.
The proportion of candidates for independent directors shall not be less than one third of the total number of directors.
The independent directors have expressed clear consent on this matter. For details of the announcement on the general election of the company’s board of directors, please refer to the securities times, securities daily and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Company announcement on (Announcement No.: 2022-006).
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. Candidates for independent directors shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders of the company for deliberation.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
The board of directors of the company proposes to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site meeting voting and online voting in conference room 1, 5th floor, Huifeng Hotel, Jiangning, Nanjing at 14:30 on February 18, 2022. For details, please refer to the securities times, securities daily and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Company announcement on (Announcement No.: 2022-008).
Voting results: 8 in favor, 0 against and 0 abstention.
4、 Documents for future reference
1. Resolution of the 18th meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 18th meeting of the Fifth Board of directors of the company.
It is hereby announced.
Beijing Aosaikang Pharmaceutical Co.Ltd(002755) board of directors January 21, 2022
