Securities code: By-Health Co.Ltd(300146) securities abbreviation: By-Health Co.Ltd(300146) Announcement No.: 2022018 By-Health Co.Ltd(300146)
Announcement of resolutions of the 15th 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.
1、 Meetings of the board of directors
The 15th meeting of the 5th board of directors of By-Health Co.Ltd(300146) (hereinafter referred to as "the company") was held at 10:30 a.m. on March 4, 2022 in the conference room on the 15th floor, building 1, Tiande Plaza, No. 391395, Linjiang Avenue, Tianhe District, Guangzhou. The notice of the meeting was sent to all directors by e-mail on February 21, 2022. There are 7 directors (including 3 independent directors) who should participate in the meeting, and 7 directors actually participate in the meeting. Mr. Liang Yunchao, chairman of the company, convened and presided over the meeting, and Tang Jinyin, Secretary of the board of directors, attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the articles of association and the rules of procedure of the board of directors. The meeting is legal and effective.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions were adopted one by one in the way of recovering votes:
1. The 2021 general manager's work report was reviewed and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
2. The work report of the board of directors in 2021 was considered and adopted
The specific contents of the 2021 annual report of the board of directors of the company are detailed in Section III "management discussion and analysis" of the full text of the 2021 annual report published on cninfo.com on the same day.
Wang Xi, Deng Chuanyuan and Liu Jianhua, the independent directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors. The independent directors will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see the relevant announcement published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Reviewed and adopted the financial final accounts report for 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Reviewed and adopted the financial budget report for 2022
Voting result: 7 affirmative votes; No negative votes; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The full text of the annual report for 2021 and its summary were considered and adopted
The specific contents of the company's 2021 annual report full text and 2021 annual report abstract are detailed in the relevant announcements published on cninfo.com. The suggestive announcement on the disclosure of 2021 annual report will be published in China Securities Journal, securities times, Shanghai Securities News and Securities Daily on March 5, 2022. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Reviewed and approved the profit distribution plan for 2021
In accordance with the relevant provisions of the company law, the articles of association and the shareholders' dividend return plan (20202022), the board of directors has formulated the profit distribution plan for 2021 as follows: Based on the total share capital of 1700308763 shares as of December 31, 2021, the company will distribute RMB 7.00 in cash (including tax) to all shareholders for every 10 shares without bonus shares, No capital reserve will be converted into share capital.
If the total share capital of the company changes before the implementation of the profit distribution plan, the company will disclose the distribution proportion calculated according to the latest total share capital of the company in the profit distribution implementation announcement in accordance with the principle of "fixed total cash dividends". The independent directors of the company expressed their independent opinions on the matter. For details, see the announcement on the profit distribution plan for 2021 published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on the achievement of exercise conditions in the second exercise period of stock options first granted by the second stock option incentive plan in 2019 was deliberated and adopted
According to the measures for the administration of equity incentive of listed companies, the company's 2019 second stock option incentive plan and other relevant provisions, as well as the authorization of the company's first extraordinary general meeting of shareholders in 2020 to the board of directors, the board of directors unanimously agreed that the exercise conditions for the second exercise period of stock options first granted in 2019 second stock option incentive plan have been met, At present, the number of options that can be exercised by the company is RMB 0.035 million, and the total number of options that can be exercised by the company is RMB 0.035 million, accounting for 2.9% of the company's share capital.
The independent directors of the company expressed their independent opinions on the achievement of exercise conditions, and Guohao law firm (Guangzhou) issued legal opinions. For details, please refer to the announcement on the achievement of exercise conditions in the second exercise period of stock options first granted by the second stock option incentive plan in 2019 and relevant documents published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
8. The proposal on Canceling Part of the stock options granted in the second stock option incentive plan in 2019 was deliberated and adopted
According to the relevant provisions of the company's 2019 second stock option incentive plan, the measures for the administration of the implementation and assessment of 2019 second stock option incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2020, a total of 2.691 million stock options are proposed to be cancelled this time, Specifically include: 1) the 14 original incentive objects first granted in the second phase of the stock option incentive plan in 2019 are no longer qualified as incentive objects due to changes in personal conditions such as resignation, and the stock options granted but not exercised will be cancelled; 2) In the second exercise period of stock options granted for the first time, the company level performance appraisal conditions meet the standards. Among the incentive objects, 67 stock options that do not meet the exercise conditions will be cancelled because the individual performance appraisal results in 2021 are "not up to expectations".
The independent directors of the company expressed their independent opinions on the proposal, and Guohao law firm (Guangzhou) issued legal opinions. For details, please refer to the announcement on cancellation of some stock options granted under the 2019 second stock option incentive plan published on cninfo.com on the same day and relevant documents.
Voting results: 7 in favor, 0 against and 0 abstention.
9. The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
The company uses the raised funds in strict accordance with the company law, securities law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and other laws and regulations, as well as the company's raised funds management system, and timely performs the obligation of information disclosure. There is no illegal use of the raised funds.
The independent directors of the company gave their independent opinions on the matter, Huaxing Certified Public Accountants (special general partnership) issued a special assurance report, and the sponsor Citic Securities Company Limited(600030) issued verification opinions. For details, please refer to the special report on the deposit and use of raised funds in 2021 and relevant documents published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Reviewed and adopted the report on self-evaluation of internal control in 2021
The board of Directors believes that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company's internal control system has strong pertinence, rationality and effectiveness, has been well implemented and implemented, and can provide a reasonable guarantee for the preparation of true and fair financial statements, Ensure the healthy operation of the company's business activities and the control of business risks. The independent directors of the company gave their independent opinions on the internal control self-evaluation report, and the sponsor Citic Securities Company Limited(600030) issued verification opinions. For details, please refer to the 2021 internal control self evaluation report and relevant opinion announcement published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
11. The proposal on using idle raised funds for cash management was deliberated and adopted
On the premise of not affecting the normal production and operation of the company, the construction of investment projects with raised funds and ensuring the safety of funds, the company (including subordinate enterprises) plans to use idle raised funds of no more than 210 million yuan for cash management, purchase financial products with high safety, good liquidity, low risk and stability, and authorize the general manager and chief financial officer of the company to be responsible for the organization and implementation. The investment amount can be used within 12 months from the date of deliberation and approval by the board of directors. The investment period for the company to purchase a single financial product with idle raised funds shall not exceed 12 months (inclusive).
The independent directors of the company expressed their independent opinions on the proposal, and the sponsor Citic Securities Company Limited(600030) issued verification opinions. The specific contents of relevant documents are detailed in the relevant announcement published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
12. The proposal on using idle self owned funds for entrusted financial management was deliberated and adopted
In order to improve the use efficiency of idle self owned funds and maximize the practical value of funds, on the premise of ensuring the company's daily operation, capital safety, operation compliance and controllable risk, the company (including subordinate enterprises) plans to use idle self owned funds of no more than 1 million yuan for entrusted financial management and purchase financial products with high security and low risk, Authorize the general manager and chief financial officer of the company to organize the implementation. The investment term is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and term, the funds can be used on a rolling basis.
The independent directors of the company expressed their independent opinions on the matter, and the sponsor Citic Securities Company Limited(600030) issued verification opinions. The specific contents of relevant documents are detailed in the relevant announcement published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
13. The proposal on adjusting the remuneration of some senior managers of the company was deliberated and adopted
The post salary of senior managers of the company consists of basic salary and performance salary. Among them, the performance salary is based on the company's annual target performance bonus and linked to the company's annual business performance. At the end of the year, the human administration center calculates and cashes the salary according to the assessment results of the current year.
In combination with the actual operation and future development needs of the company, the basic salary of the chief financial officer is adjusted to 665000 yuan / year before tax and the basic salary of the Secretary of the board of directors is adjusted to 630000 yuan / year before tax, as proposed by the nomination, salary and assessment committee of the board of directors and with reference to the salary level of the industry and region.
The independent directors of the company expressed their independent opinions on the matter.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
14. The proposal on the appointment of securities affairs representatives of the company was deliberated and adopted
The board of directors of the company decided to appoint Ms. Guan Yancun as the securities affairs representative of the company to assist the Secretary of the board of directors in performing his duties. The term of office starts from the date of deliberation and approval by the board of directors to the date of expiration of the term of office of the Fifth Board of directors.
For details, please refer to the announcement on the appointment of securities affairs representative of the company published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
15. The proposal on the appointment of the company's audit institution in 2022 was deliberated and adopted
The board of directors agreed to continue to appoint Huaxing Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 after the prior deliberation and consent of the audit committee of the board of directors and the prior approval and independent opinions of the independent directors of the company on the appointment of the audit institution of the company in 2022, The general meeting of shareholders shall be requested to authorize the management of the company to negotiate with Huaxing firm to determine the audit remuneration.
For details, see the announcement on the appointment of the company's audit institution in 2022 published on cninfo.com on the same day and relevant documents.
Voting results: 7 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.
16. The proposal on convening the 2021 annual general meeting of shareholders was considered and adopted
The board of directors of the company agreed to hold the 2021 annual general meeting of shareholders at 14:00 on March 25, 2022 in the banquet hall on the second floor of Guangzhou R & F Ritz Carlton Hotel, No. 3 Xing'an Road, Zhujiang New Town, Tianhe District, Guangzhou.
For details, see the notice on convening the 2021 annual general meeting of shareholders published on cninfo.com on the same day.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
3、 Documents for future reference
1. Resolutions of the 15th meeting of the 5th board of directors; 2. Prior approval opinions of independent directors on the appointment of the company's audit institution in 2022; 3. Independent opinions of independent directors on matters related to the 15th meeting of the Fifth Board of directors; 4. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
By-Health Co.Ltd(300146) board of directors
March 4, 2002
