Securities code: Sino Biological Inc(301047) securities abbreviation: Sino Biological Inc(301047) Announcement No.: 2022001 Sino Biological Inc(301047)
Announcement of resolutions of the 13th meeting of the first 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.
1、 Convening of board meeting
Sino Biological Inc(301047) (hereinafter referred to as “the company”) the 13th meeting of the first board of directors was held by on-site and communication voting in the company’s conference room on February 25, 2022. The notice of this meeting was sent to all directors by communication on February 15, 2022. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by the chairman, Mr. Xie Liangzhi. The convening and convening procedures of the meeting were in accordance with the company law of the people’s Republic of China, the Sino Biological Inc(301047) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the following proposals were considered and adopted by voting:
(I) deliberated and passed the proposal on the work report of the general manager of the company in 2021
The board of directors listened to the general manager’s work report for 2021 made by Mr. Zhang Jie, the general manager, and believed that the company’s management effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, and planned the work plan for 2022 in combination with the actual situation of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
According to the work of the board of directors in 2021 and the annual operation of the company, the board of directors of the company organized the preparation of the work report of the board of directors in 2021. The independent directors submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day Disclosed the work report of the board of directors in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
After deliberation, the board of Directors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day Relevant contents of “section x financial report” of the 2021 annual report disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company’s 2022 annual financial budget report
Agree to the proposal on the company’s 2022 annual financial budget report.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day Disclosed financial budget report for 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company’s self-evaluation report on internal control in 2021
After deliberation by the directors attending the meeting, the board of Directors believes that the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations, and established a relatively complete, reasonable and effective internal control system in all aspects, which has been effectively implemented.
The company’s 2021 internal control self-evaluation report, the assurance report issued by Zhitong Certified Public Accountants (special general partnership) and the special verification opinions issued by the sponsor are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the occupation of the company’s funds and external guarantees by controlling shareholders and other related parties
After deliberation, the controlling shareholders and other related parties of the company do not occupy the company’s funds for non operation, nor do the controlling shareholders and other related parties occupy the company’s funds for non operation from the previous year to the end of 2021, and there is no situation that affects the independence of the company in a disguised manner, In the process of operation and management, the company effectively eliminated the occupation of non operating funds by controlling shareholders and other related parties, and maintained its independence.
Grant Thornton Certified Public Accountants (special general partnership) issued a special statement on the occupation of non operating funds and other related capital transactions in 2021; The independent directors of the company expressed their independent opinions.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day The special notes on the occupation of non operating funds and other related capital transactions in 2021 and the independent opinions of independent directors on matters related to the 13th meeting of the first board of directors disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
After deliberation, the board of Directors believes that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the relevant provisions of the company’s measures for the administration of raised funds.
The independent directors of the company have expressed their independent opinions on the proposal; Grant Thornton Certified Public Accountants (special general partnership) issued an assurance report; The recommendation institution issued special verification opinions.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day Special report on the deposit and actual use of raised funds in 2021 disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the annual report and summary of the company in 2021
The board of Directors believes that the information contained in the full text and abstract of the company’s 2021 annual report fairly, comprehensively and truly reflects the financial status and operating results of the reporting period, and the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day Disclosed annual report of 2021 and summary of annual report of 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and passed. Through the audit of Zhitong Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 was 70004581513 yuan and the net profit in the consolidated statements was 72001367111 yuan; As of December 31, 2021, the accumulated undistributed profit of the parent company was 181400064889 yuan, the balance of capital reserve was 485295477106 yuan, the accumulated undistributed profit in the consolidated statements was 177524472176 yuan, and the balance of capital reserve was 485295477106 yuan.
Based on the total capital stock of 68 million shares as of December 31, 2021, the company distributed cash dividends of RMB 100 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 680 million (including tax). No bonus shares were given, and 9 shares were added to all shareholders for every 10 shares with capital reserve. The board of directors will review the above plans for profit distribution and conversion of capital reserve into share capital. If the share capital of the company changes before the equity registration date determined by the announcement for the implementation of equity distribution, it will be adjusted accordingly in accordance with the principle that the total amount of distribution remains unchanged. On the premise of ensuring the normal operation of the company, in order to better take into account the interests of shareholders and enable all shareholders to share the operating results of the company, the board of directors considered that the plan for profit distribution and conversion of capital reserve into share capital formulated by the company in 2021 matched the growth of the company’s performance, complied with the provisions of the company law and the articles of association, and had legitimacy and compliance.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day The announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
The transactions between the company and its subsidiaries and related parties are based on normal business transactions and meet the needs of the company’s operation and development. The price of related party transactions shall be determined by both parties through negotiation with reference to the market price of similar businesses of the company, and there is no case that damages the interests of non related shareholders. The above related party transactions account for a small proportion of the company’s similar businesses, which will not affect the independence of the company, and the company’s business will not rely on or be controlled by related parties due to such transactions. For details, please refer to the company’s website http://www.cn.info.com.cn on the same day Announcement on the forecast of daily connected transactions in 2022 disclosed by the company.
The proposal was approved by all independent directors in advance and expressed their agreed independent opinions.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Xie Liangzhi, Tang Yanmin and Zhang Song avoided voting.
（11） Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
The company plans to renew the appointment of Grant Thornton Certified Public Accountants (special general partnership) as the audit institution in 2022, and requests the general meeting of shareholders to authorize the management of the company to negotiate with Grant Thornton Certified Public Accountants (special general partnership) to determine the relevant audit expenses according to the specific audit requirements and audit scope of the company.
For details, please refer to the company’s website http://www.cn.info.com.cn on the same day Announcement on reappointment of audit institutions in 2022 disclosed.
The proposal was approved by all independent directors in advance and expressed their agreed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） Considering the proposal on the remuneration of directors, supervisors and senior managers of the company in 2022, the board of directors formulated the remuneration scheme for directors, supervisors and senior managers in 2022 in combination with the actual situation of the company’s operation and development and with reference to the remuneration level of industries and regions.
1. 2022 annual remuneration plan for directors of the company
(1) Directors of the company who hold positions in the company will receive remuneration according to their positions and will not receive director’s allowance separately;
(2) Directors who do not hold positions in the company do not receive remuneration and director allowance;
(3) The allowance for independent directors is 120000 yuan / year (before tax).
2. 2022 annual remuneration plan for supervisors of the company
(1) Supervisors of the company who hold positions in the company will receive remuneration according to their positions, and will not receive supervisor allowance separately;
(2) Supervisors who do not hold positions in the company will not receive remuneration and supervisor allowance.
3. 2022 annual remuneration plan for senior managers
Senior managers of the company shall receive remuneration according to the specific positions they hold in the company and relevant remuneration regulations of the company.
The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the company’s http://www.cn.info.com.cn on the same day Independent opinions of independent directors on matters related to the 13th meeting of the first board of directors disclosed.
Voting results: 0 in favor, 0 against, 0 abstention and 9 avoidance. Since the number of non affiliated directors in this proposal is less than 3, this proposal is submitted to the 2021 annual general meeting of shareholders of the company for deliberation in accordance with the relevant provisions of the articles of association.
（13） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
It is agreed that the company plans to hold the 2021 annual general meeting of shareholders on March 21, 2022. For details, please refer to the company’s http://www.cn.info.com.cn on the same day Notice on convening the 2021 annual general meeting of shareholders disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 13th meeting of the first board of directors.
It is hereby announced.
Sino Biological Inc(301047) board of directors February 25, 2022
