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Announcement of Jilin Zixin Pharmaceutical Co., Ltd. on the resignation of directors, independent directors and supervisors and
Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2014-024
Jilin Zixin Pharmaceutical Co., Ltd.
Announcement on Directors, Independent Directors, Supervisors Resignation and Nomination of By-election Directors, Independent Directors and Supervisors
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
On March 26, 2014, the Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “Company”) received the written resignation report of Chairman Cao Enhui, Director Zu Chunxiang, Yin Jinlong and Independent Director Li Fei. Ms. Zu Chunxiang and Mr. Yin Jinlong requested to resign as directors due to work adjustment reasons. Mr. Cao Enhui and Ms. Li Fei requested to resign as directors for personal reasons. At the same time, Mr. Cao Enhui resigned from the audit committee, the nomination committee, and the strategy and investment committee. Mr. Yin Jinlong and Ms. Zu Chunxiang resigned from the relevant positions of the Strategy and Investment Committee; Ms. Li Fei resigned from the audit committee and the Nomination Committee. Mr. Cao Enhui and Ms. Li Fei will no longer hold any positions in the company after resignation. Mr. Cao Enhui will be the general manager of Dunhua Kangping Investment Co., Ltd. after his resignation. Ms. Zu Chunxiang is the chief engineer of the company and Mr. Yin Jinlong is the head of the company's research and development.
Due to the resignation of three directors and one independent director, the number of directors and independent directors of the company's board of directors is less than the quorum of the board of directors. According to the relevant provisions of the "Guiding Opinions on Establishing an Independent Director System in Listed Companies" and the "Articles of Association" The resignation of Mr. Cao Enhui, Ms. Zu Chunxiang, Mr. Yin Jinlong and Ms. Li Fei will take effect after the election of new directors and independent directors at the company's general meeting of shareholders. Prior to this, Mr. Cao Enhui, Ms. Zu Chunxiang, Mr. Yin Jinlong and Ms. Li Fei will continue to perform their duties as directors and independent directors in accordance with the relevant laws and regulations.
In order to ensure the normal operation of the board of directors, the company held the 13th meeting of the fifth board of directors on March 26, 2014, and nominated Mr. Zhang Zhongwei, Ms. Li Baozhi and Ms. Zhong Yunxiang as candidates for directors of the company; Mr. Zhang Lianxue was a candidate for independent director of the company. And agreed to submit the company's second extraordinary general meeting of shareholders in 2014 after no objection to the Shenzhen Stock Exchange.
The board of directors of the company is Mr. Cao Enhui as the company's chairman, Ms. Zu Chunxiang and Mr. Yin Jinlong as directors of the company. Ms. Li Fei expressed her heartfelt thanks to the company and the company's board of directors during her tenure as independent director of the company!
The board of directors of the company stated that after the replacement of the directors, the total number of directors who are concurrently the senior management of the company among the members of the fifth board of directors of the company shall not exceed one-half of the total number of directors of the company.
On March 26, 2014, the company's board of supervisors received a written resignation report from supervisor Fan Shuibo. Mr. Fan Shuibo requested to resign due to personal reasons. Mr. Fan Shuibo's resignation will result in the company's supervisory board members being lower than the legal minimum number. According to the relevant provisions of the Company Law, the Articles of Association and other laws and regulations, Mr. Fan Shuibo's resignation report will take effect after the election of the new supervisors at the company's general meeting of shareholders. Prior to this, Mr. Fan Shuibo will continue to perform his duties as a supervisor in accordance with the relevant laws and regulations. Mr. Fan Shuibo will not hold any position in the company after he resigns. The company's supervisory board would like to express his heartfelt thanks to Mr. Fan Shuibo for his contribution to the company and the supervisory board during his tenure as supervisor of the company!
In order to ensure the normal operation of the Board of Supervisors, the Board of Supervisors of the Company nominated Ms. Sun Lili as the candidate for the supervisor of the 5th Board of Supervisors. The 8th meeting of the 5th Board of Supervisors reviewed and approved the Proposal on Nominating the 5th Supervisory Committee of the Supervisory Committee, which will be held from the date of the second extraordinary general meeting of shareholders in 2014 to the expiration of the 5th Supervisory Committee. .
The Supervisory Committee of the Company stated that after the replacement of the supervisors, among the members of the fifth session of the Supervisory Committee, the number of supervisors who have served as directors or senior executives of the company in the past two years did not exceed one-half of the total number of supervisors of the company, and the supervisors nominated by the single shareholders Not more than one-half of the company's supervisors.
Attachment: Resume of nominations for directors, independent directors and supervisors by-election
Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors
March 27, 2014