Securities code: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) securities abbreviation: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) Announcement No.: 2022007 Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Announcement of resolutions of the 16th meeting of the first board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as "the company") held the 16th meeting of the first board of directors on February 25, 2022. The notice of the meeting was sent by e-mail on January 14, 2022. The meeting was convened and presided over by Mr. Li Qian, chairman of the board of directors. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. All directors participated in voting on all proposals. The convening and convening of the meeting were in accordance with the company law of the people's Republic of China, the articles of association and other laws, administrative regulations, departmental rules Provisions of normative documents.
2、 Deliberations of the board meeting
After careful deliberation by the directors present at the meeting, the following resolutions were unanimously adopted:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
In 2021, the board of directors of the company earnestly performed the duties of the board of directors, strictly implemented the resolutions of the general meeting of shareholders, continuously improved corporate governance, continuously promoted the standardized operation of the company, and fully safeguarded the legitimate rights and interests of the company and shareholders in strict accordance with the provisions of relevant laws and regulations, normative documents and company systems.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the company's independent directors in 2021
Independent directors have submitted a report on their work to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the work of independent directors in Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 2021.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the 2021 performance report of the audit committee of the board of directors of the company
In 2021, The audit committee under the board of directors of the company shall strictly comply with the requirements of relevant national laws, regulations and regulatory rules, such as the standards for corporate governance of listed companies, the guidelines for self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the listing rules of the science and Innovation Board of Shanghai Stock Exchange, as well as the provisions of the articles of association and the rules of procedure of the special committee of the board of directors, The audit committee of the board of directors of the company abided by its duties and earnestly fulfilled its obligations of audit supervision and professional services.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day 2021 annual performance report of the special audit committee of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) board of directors. Voting: 9 in favor, 0 against and 0 abstention.
(IV) general manager's proposal on 2021
In 2021, the general manager of the company strictly abided by the company law, the securities law and other laws and regulations as well as the relevant provisions of the articles of association and the working rules of the general manager, earnestly performed the responsibilities entrusted by the board of directors, standardized operation and scientific decision-making, and actively promoted the development of various businesses of the company.
Voting: 9 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the company's 2021 annual report and its summary
The preparation and review procedures of the company's 2021 annual report comply with laws, regulations, the articles of association and the provisions of the company's internal management system. It fairly reflects the financial situation and operating results of the company in 2021. The information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on the company's 2021 annual financial statement report
About the company's financial final accounts report in 2021: the operating revenue was 4936465 million yuan, a year-on-year increase of 42.12%; The net profit was 108792 million yuan, a year-on-year increase of 46.69%; The net profit attributable to the shareholders of the listed company was 1056624 million yuan, a year-on-year increase of 45.81%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 1021169 million yuan, a year-on-year increase of 41.07%.
Voting: 9 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the special report on the deposit and use of the company's raised funds in 2021
In accordance with the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) prepared the special report on the deposit and actual use of raised funds in 2021.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement.
Voting: 9 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on the company's 2021 annual internal control evaluation report
According to the relevant provisions of the basic norms of enterprise internal control and the requirements of relevant laws and regulations of listed companies, the company has prepared the Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 2021 annual internal control evaluation report on the implementation of internal control in 2021.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement.
Voting: 9 in favor, 0 against and 0 abstention.
(IX) deliberated and passed the proposal on the company's profit distribution plan for 2021
The audit of Dahua Certified Public Accountants (special general partnership) confirmed that the net profit attributable to the owner of the parent company in 2021 was 1056624 million yuan, and the distributable profit of the parent company at the end of 2021 was 1712976 million yuan.
In accordance with the relevant provisions of the company law of the people's Republic of China, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, normative documents and the articles of association, and in combination with the overall operation of the company in 2021 and the development stage of the company, The company's annual profit distribution plan for 2021 intends to distribute profits based on the total share capital registered on the date of equity distribution.
The profit distribution plan is as follows:
The company plans to distribute a cash dividend of 2.65 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 80000000 shares. Based on this calculation, the total cash dividend to be distributed is 2120000000. After this profit distribution, the remaining undistributed profits are accumulated and distributed in the future years. In 2021, the company did not give bonus shares and did not convert capital reserve into share capital.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on renewing the employment of the company's audit institution and internal control audit institution in 2022 and determining their remuneration
In view of the fact that Dahua Certified Public Accountants (special general partnership) has followed the independent, objective and impartial practice standards in providing the company with financial audit services in 2021, and has the independence, sufficient experience and professional competence to provide audit services for listed companies, Agree to reappoint Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
（11） The proposal on the confirmation of related party transactions of the company in 2021 and the prediction of daily related party transactions in 2022 was reviewed and approved
This estimated connected transaction is the daily connected transaction of the company, which is based on the normal production and operation needs between the company and related parties, and plays a positive role in consolidating the market, improving the operating capacity and promoting the growth of benefits. On the basis of equality, mutual benefit and mutual consultation, both parties of related party transactions negotiate pricing with reference to the market fair price and formulate contract terms. There is no situation that damages the interests of the company and shareholders, does not affect the independence of the company, and the company will not rely on related parties due to such related party transactions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Related directors Li Qian, Liu Yujing, Chen Qiao and Zhang Ying avoided voting.
Voting: 5 in favor, 0 against and 0 abstention.
（12） Deliberated and passed the proposal on the remuneration scheme of the company's directors
The board of directors agrees that the internal directors of the company will receive remuneration according to their positions in the company, and will not receive director remuneration in the company for their positions. The remuneration of the independent directors of the company is 60000 yuan / year (before tax), and the other directors will not pay remuneration, and the travel expenses can be reimbursed according to the actual situation of attending the meeting.
Voting: 9 in favor, 0 against and 0 abstention.
（13） Deliberated and passed the proposal on the remuneration scheme of the company's senior managers
In order to give full play to the work enthusiasm of the company's senior executives, in accordance with the relevant national laws and regulations and the relevant provisions of the articles of association, and upon the proposal of the remuneration and assessment committee of the company's board of directors, the company's senior managers receive remuneration according to the relevant remuneration regulations of the company according to their specific management positions in the company.
Related directors Li Qian, Liu Yujing and Zhao Lingyang avoided voting.
Voting: 6 in favor, 0 against and 0 abstention.
（14） The proposal on applying for comprehensive credit line and related guarantee from banks was deliberated and adopted
Combining with the 2022 business plan of the company and its subsidiaries and combining with the 2022 business plan of the company and its subsidiaries, combining with the 2022 business plan of the company and its subsidiaries, in order to meet the needs of the normal production and operation of the company and its subsidiaries, and according to the 2022 annual production, operation and project investment of the company and its subsidiaries, according to the 2022 annual production and operation and the funds needed for the 2022 annual production, operation and project investment of the company and its subsidiaries, combining with the 2022 business plan of the company and its subsidiaries and the business plan of the company and its subsidiaries, in order to meet the needs of the normal production and operation of the company and its subsidiaries and its subsidiaries, according to the 2022 annual production, operation and project investment of the company and its subsidiaries and its subsidiaries and its subsidiaries, it is proposed to be proposed to 601 Industrial And Commercial Bank Of China Limited(601398) Industrial And Commercial Bank Of China Limited(601398) \\\\\\\\\\\\\\\\\\\\ Overseas Chinese bank and other financial institutions apply for a comprehensive credit line with a total amount of no more than 700 million yuan, which is valid for 12 months from the date of adoption of the resolution of the general meeting of shareholders.
Li Qian, the controlling shareholder and actual controller of the company, Lin Juan, his spouse and Liu Yujing, the shareholder, provided joint and several liability guarantee for the company to apply for a comprehensive credit line of RMB 550 million from the bank. The company's controlling shareholder and actual controller Li Qian, his spouse Lin Juan and shareholder Liu Yujing do not charge guarantee fees for the guarantee provided by the company, nor do they require the company to provide counter guarantee.
Li Qian, the controlling shareholder and actual controller of the company, and Lin Juan, their spouse, applied to the bank for a comprehensive credit line of RMB 100 million and RMB 50 million respectively for their subsidiaries, Beijing novo Demi Pharmaceutical Technology Co., Ltd. and Beijing Sunshine Demi Pharmaceutical Technology Co., Ltd. The guarantee provided by the company, the controlling shareholder, the actual controller Li Qian and his spouse Lin Juan for the subsidiary will not charge the guarantee fee, nor ask the subsidiary to provide counter guarantee. Related directors Li Qian and Liu Yujing avoided voting.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against and 0 abstention.
（15） The proposal on changing the company's business scope and amending the articles of association was deliberated and adopted
According to the company's business development needs and actual situation, combined with the company's strategic development plan, the company plans to increase the business scope of technology import and export and product import and export. In view of the company's plan to change the business scope, the company plans to amend the relevant provisions of the articles of association in accordance with the relevant provisions of the company law and the guidelines for the articles of association of listed companies.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day According to the announcement on changing the company's business scope and amending the articles of Association (2022009), the proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
（16） Deliberated and passed the proposal on convening the notice of the company's 2021 annual general meeting of shareholders
The company decided to hold the 2021 annual general meeting of shareholders on March 22, 2022 to consider 12 proposals, including the proposal on the company's 2021 annual report and its summary and the proposal on the company's 2021 profit distribution plan.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement.
Voting: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) board of directors February 28, 2022
