The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The term of office of the fourth board of directors of Shanghai Lai Shi Blood Products Co., Ltd. (hereinafter referred to as "the company") expired on April 5, 20 19, because the company was in the process of major asset restructuring (AnnouncementNo.: 20 19-037).
At present, the company's major asset restructuring has been completed. In order to successfully complete the general election of the board of directors (hereinafter referred to as "this general election"), the board of directors of the company now makes a detailed explanation on the personnel composition, election method, nomination of directors candidates, procedures and steps of the fifth general election of the board of directors in accordance with the Company Law, Guiding Opinions on Establishing the Independent Director System of Listed Companies, Articles of Association and Rules of Procedure of the Board of Directors.
I. Composition of the Fifth Board of Directors
According to the Articles of Association, the fifth board of directors consists of 9 directors, including 6 non-independent directors and 3 independent directors. The term of office of the directors is three years after the resolution of the relevant shareholders' meeting of the company is passed, and the directors may be re-elected at the expiration of their term of office; The term of office of an independent director is the same as that of other directors of the company. Upon expiration of the term of office, independent directors may be re-elected, but the term of re-election shall not exceed six years.
The total number of directors on the board of directors of the company who concurrently serve as senior managers and employee representatives shall not exceed half of the total number of directors of the company.
Second, the election method.
According to the Articles of Association, this election of directors adopts the cumulative voting system, that is, when non-independent directors or independent directors are elected at the general meeting of shareholders, the voting rights per share are the same as the number of non-independent directors or independent directors to be elected, and the voting rights owned by shareholders can be used collectively or individually.
Three. Nomination of candidates for directors
(1) Nomination of candidates for non-independent directors
The board of directors of the Company and shareholders who individually or collectively hold more than 3% of the issued shares of the Company on the date of this announcement have the right to nominate candidates for non-independent directors of the fifth board of directors to the fourth board of directors of the Company. The number of persons nominated by a single nominee shall not exceed the number of non-independent directors to be elected this time.
(2) Nomination of candidates for independent directors
On the date of this announcement, the board of directors, the board of supervisors and shareholders who individually or collectively hold more than 65,438+0% of the company's shares have the right to nominate candidates for independent directors of the fifth board of directors to the fourth board of directors of the company. The number of persons nominated by a single nominee shall not exceed the number of independent directors to be elected this time.
Four. The procedure of this general election
1. Nominees shall nominate candidates for directors to the board of directors of the company in writing and submit relevant documents before April 2, 2020 17:00.
2. After the above nomination period expires, the Nomination Committee of the board of directors of the company will examine the qualifications of the nominated directors, and the qualified directors will be submitted to the board of directors of the company for deliberation.
3. The board of directors of the company will hold a meeting to determine the list of candidates for directors and submit it to the shareholders' meeting of the company for consideration by way of proposal.
6. Before the new board of directors takes office, the directors of the fourth board of directors will continue to perform their duties in accordance with relevant laws and regulations.
Verb (abbreviation of verb) qualifications of directors
(1) Qualifications of non-independent directors
According to the Company Law, Articles of Association and relevant laws and regulations, candidates for directors of a company should be natural persons with suitable work experience and experience, and ensure that they have enough time and energy to properly perform their duties as directors. In any of the following circumstances, he may not serve as a director of the company:
1, without or with limited capacity for civil conduct;
2, because of corruption, bribery, embezzlement of property, misappropriation of property or disrupt the order of the socialist market economy, was sentenced to punishment, the execution period is less than five years, or because of the crime was deprived of political rights, the execution period is less than five years;
3. If the directors, factory directors and managers of the bankrupt company or enterprise are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise;
4. Being the legal representative of a company or enterprise whose business license has been revoked due to violation of the law and ordered to close down, and having personal responsibility, it has not been more than three years since the date when the business license of the company or enterprise was revoked;
5. A large amount of personal debt has not been paid off due.
6. Other personnel identified by China Securities Regulatory Commission and Shenzhen Stock Exchange;
7. Other contents stipulated by laws, administrative regulations or departmental rules.
(2) Qualifications of independent directors
In addition to the above qualifications, candidates for independent directors must meet the following conditions:
1. According to laws, administrative regulations and other relevant provisions, it is qualified to be a director of a listed company.
2. Have the independence required by the Guiding Opinions on Establishing an Independent Director System in Listed Companies.
3. Have the basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations and rules.
4. Have more than five years of legal, economic or other work experience necessary to perform the duties of independent directors, and obtain the qualification certificate of independent directors recognized by the China Securities Regulatory Commission or the stock exchange; Accounting professionals who are nominated as independent directors should have rich accounting knowledge and experience, and have the qualifications of certified public accountants, senior titles in accounting, auditing or financial management, associate professor education or above, and doctoral degrees.
5. Other conditions stipulated in the Articles of Association.
6. In any of the following circumstances, it shall not be nominated as a candidate for independent director of the company:
(1) People working in the company or its affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.). ; The main social relations refer to brothers and sisters, spouses' parents, children's spouses, brothers and sisters' spouses, spouses' brothers and sisters, children's spouses' parents, etc. );
(2) Directly or indirectly holding more than 65,438+0% of the issued shares of the company or natural person shareholders and their immediate family members among the top ten shareholders of the company;
(3) Persons who directly or indirectly hold more than 5% of the issued shares of the company or work in the top five shareholder units of the company and their immediate family members;
(4) Persons who hold positions in the controlling shareholders, actual controllers and affiliated enterprises of the company and their immediate family members;
(5) Personnel who provide financial, legal and consulting services for the Company and its controlling shareholders or their affiliated enterprises, including but not limited to all personnel of the project team of the intermediary agency that provides services, assessors at all levels, personnel who sign the report, partners and principal responsible persons;
(6) Persons who hold positions in units that have significant business dealings with the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, or persons who hold positions in units that have significant business dealings with the controlling shareholders;
(seven) in the last twelve months, one of the circumstances listed in the preceding six items;
(8) In the last 12 months, the candidates for independent directors, their units and former units have other personnel that affect their independence;
(9) Other dependent persons identified by Shenzhen Stock Exchange;
(10) was banned from the securities market by the China Securities Regulatory Commission, and the term was not full;
(1 1) was publicly recognized by Shenzhen Stock Exchange as unsuitable to be a director, supervisor or senior manager of a listed company, and the term has not expired;
(12) In the last 36 months, he was given an administrative punishment by the China Securities Regulatory Commission or a criminal punishment by the judicial organs due to securities and futures crimes;
(13) It is being investigated by the China Securities Regulatory Commission or the judicial authorities for suspected securities and futures crimes, and there is no clear conclusion yet;
(14) has been publicly condemned by the stock exchange or informed criticism for more than three times in the last 36 months;
(15) is a disciplinary object such as dishonesty. , and was recognized by the National Development and Reform Commission and other ministries and commissions as a restriction on serving as a director of listed companies;
(16) During his previous tenure as an independent director, he failed to attend the board meeting in person for three consecutive times or failed to attend the board meeting in person for two consecutive times and failed to entrust other directors to attend the board meeting, and was asked by the board of directors to be replaced at the general meeting of shareholders for less than twelve months;
(17) Other personnel specified in the Articles of Association;
(18) If he has been an independent director of a listed company for six consecutive years, he shall not be nominated as a candidate for independent director of the listed company within one year from the date of this fact;
(19) Candidates for independent directors shall concurrently serve as independent directors in at most five listed companies (including the listed company to be employed this time);
(20) If the proposed independent director is a middle-level cadre or other leading cadre in party member, he shall not serve as an independent director before resigning from public office or retiring for three years;
(2 1) national civil servants, members of the party and government leading bodies of ordinary colleges and universities in China, senior managers of securities companies, and heads of branches (including branches, business departments and service departments) of securities companies. ) may not serve as an independent director;
(twenty-two) civil servants of the Ministry of Finance and local financial Ombudsman offices (including institutions managed by reference to the Civil Service Law) shall not serve as independent directors; Subordinate institutions are equivalent to cadres at or above the deputy division level, members of the leadership team of the National Accounting Institute, and cadres at or above the deputy division level whose administrative level is defined by the Ministry of Finance in subordinate social organizations. Except for work needs, they may not serve as independent directors; If a listed company intends to appoint an independent director due to work needs, it shall comply with the provisions of the Interim Measures for Regulating the Part-time Behavior of Staff of the Ministry of Finance in Enterprises;
(23) A partner or employee of an accounting firm may not serve as an independent director of an audit client;
(twenty-four) securities analysts shall not serve as independent directors;
(25) Other personnel as stipulated by laws, regulations and normative documents;
(26) Other circumstances identified by China Securities Regulatory Commission and Shenzhen Stock Exchange.
Relevant documents to be provided by the nominator of intransitive verbs
(1) When nominating candidates for directors, the nominator must provide the following documents to the board of directors of the company:
1, director candidate nomination form (original, see annex for format);
2. A copy of the resume, education background and degree certificate of the director candidate; If you nominate candidates for independent directors, you must also provide a resume and a copy of the qualification certificate for independent directors (the original certificate is for future reference);
3. A copy of the identity certificate of the nominated director candidate (original for future reference);
4. Other documents that can prove that it meets the conditions stipulated in the company's announcement.
(2) If the nominee is a shareholder of the company, the nominee shall also provide the following documents:
1. If it is an individual shareholder, it is required to provide a copy of its identity certificate (the original is for future reference);
2. If it is corporate shareholders, it is required to provide a copy of its business license and affix its official seal (the original is for future reference);
3, a copy of the securities account card (the original for future reference);
4. Documents proving the holding of shares.
(III) The way for the nominator to nominate candidates for directors to the board of directors of the company is as follows:
1. Nomination methods are limited to two ways: delivery in person or delivery by mail;
2. The nominee must deliver or mail the relevant documents to the contact person designated by the company before April 12, 2020 17:00 (subject to the postmark time), and the prescription is valid.
Seven. contact information
Contact: Meng Sini, Hong Qiu.
Contact Department: Office of the Board of Directors of Shanghai Laishi Blood Products Co., Ltd.
Tel: 021-22130888-217.
Contact fax: 02 1-375 15869.
Address: No.2009 Roy Road, Fengxian District, Shanghai.
Postal code: 20 140 1
It is hereby announced
Board of Directors of Shanghai Laishi Blood Products Co., Ltd.
Two? Two? April 9, 2008
Attachment: Nomination by the Fifth Board of Directors of Shanghai Laishi Blood Products Co., Ltd.
Attachment:
Shanghai laishi blood products co., ltd.
Nomination of candidates for the fifth board of directors