Securities code: Hvsen Biotechnology Co.Ltd(300871) securities abbreviation: Hvsen Biotechnology Co.Ltd(300871) Announcement No.: 2022013 convertible bond Code: 123132 convertible bond abbreviation: Huisheng convertible bond
Hvsen Biotechnology Co.Ltd(300871)
Announcement of resolutions of the 23rd Meeting of the second 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
Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as "the company") the 23rd Meeting of the second board of directors was held on site in the company's conference room on March 10, 2022. The notice of this meeting was sent by e-mail and telephone on February 28, 2022. Five directors should attend the meeting and five actually attended the meeting. The meeting was presided over by the chairman, Mr. Zhang Weiyuan. The members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting met the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by the directors present, the following proposals were adopted:
(I) the proposal on the work report of the board of directors in 2021 was considered and adopted
In 2021, in strict accordance with the company law, the securities law and other laws and regulations, as well as the articles of association and the rules of procedure of the board of directors, the board of directors of the company conscientiously implemented the resolutions adopted by the general meeting of shareholders, performed their duties diligently, and performed various duties entrusted to the board of directors by the company and shareholders. Mr. Xie Huobao and Mr. Zeng Zhenling, the independent directors of the company, 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 of the company.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 The work report of the board of directors in 2021 and the work report of independent directors in 2021 issued.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(II) the proposal on the work report of the general manager in 2021 was deliberated and adopted
The board of directors of the company listened carefully to the general manager's work report for 2021 made by Mr. Zhang Weiyuan, 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, so that the company maintained sustainable and stable development. The report objectively and truly reflected the main work of the management in 2021.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(III) the proposal on the 2021 annual report and its summary was deliberated and adopted
After comprehensively reviewing the full text and abstract of the company's 2021 annual report, the board of directors of the company agreed that the preparation and review procedures of the company's 2021 annual report comply with relevant laws and regulations, and the contents of the report truly, accurately and completely reflect the actual operation of the company in 2021, without false records, misleading statements or major omissions.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Annual report 2021 and summary of annual report 2021 issued.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(IV) the proposal on the company's profit distribution plan for 2021 was deliberated and adopted
In accordance with the relevant provisions of the company law and the articles of association, on the premise of taking into account the development of the company and the interests of shareholders, the company plans to distribute cash dividends of RMB 3.31 (including tax) for every 10 shares to all shareholders based on the total issued share capital of 166248527 shares as of December 31, 2021, without bonus shares or capital reserve, A total cash dividend of 5502826244 yuan was distributed, and the remaining undistributed profits were carried forward to subsequent years.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Announcement on profit distribution plan in 2021 issued by the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(V) the proposal on the financial final accounts report of 2021 was deliberated and adopted
During the reporting period, the company achieved a total operating income of 9962168 million yuan, an increase of 28.14% over the same period of last year; The net profit attributable to the shareholders of the listed company was 1328655 million yuan, a decrease of 11.52% over the same period last year. The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 1152237 million yuan, a decrease of 17.11% over the same period of the previous year. After deliberation, the board of Directors believes that this final account report objectively and truly reflects the financial situation, operating results and cash flow of the company in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(VI) the proposal on self evaluation report on internal control in 2021 was deliberated and adopted
In 2021, the company maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. The 2021 internal control self-evaluation report truly and objectively reflected the construction and operation of the company's internal control system.
The independent directors of the company gave their independent opinions on this report, and the sponsor Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) ") issued the verification opinions of Haitong Securities Company Limited(600837) on the self-evaluation report of Hvsen Biotechnology Co.Ltd(300871) internal control in 2021.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 20222021 annual internal control self evaluation report and other relevant announcements.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(VII) the proposal on the 2021 social responsibility report was deliberated and adopted
After careful discussion and deliberation by the participating directors, the 2021 annual social responsibility report of the company was adopted. For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 20222021 annual social responsibility report issued by. The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(VIII) the proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted
The board of Directors believes that in 2021, the company has complied with the laws and regulations 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 (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies Laws and regulations and the relevant provisions of the company's management system for raised funds, timely, truly, accurately and completely disclose the storage and use of raised funds, and there are no violations in the storage, use, management and disclosure of raised funds.
The independent directors of the company gave their independent opinions on this proposal, and the audit institution Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and actual use of Hvsen Biotechnology Co.Ltd(300871) raised funds, The recommendation institution Haitong Securities Company Limited(600837) issued the verification opinions of Haitong Securities Company Limited(600837) on the deposit and use of raised funds in Hvsen Biotechnology Co.Ltd(300871) 2021.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 The special report of the board of directors on the deposit and use of raised funds in 2021 and other relevant announcements.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(IX) deliberated and passed the proposal on closing some projects invested by raising shares through initial public offering and permanently replenishing the surplus raised funds with working capital
As the company's initial public offering of shares raised and invested projects "Xingou base - powder / powder / premix automatic production base construction project", "Xingou base - R & D and quality inspection center construction project" and "1600t / a tywanin fermentation production base construction project" have reached the expected usable state, in order to improve the utilization efficiency of funds, In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant provisions, The company plans to permanently supplement the working capital with the surplus raised funds of the above-mentioned raised investment projects totaling 973177 million yuan (including the unpaid project balance, financial income and interest income) for the company's daily production and operation. After the surplus raised funds are transferred out, the raised funds account of the above-mentioned raised investment projects will no longer be used, and the company will go through the account cancellation procedures. The independent directors of the company expressed their independent opinions on this proposal, and the recommendation institution Haitong Securities Company Limited(600837) issued the verification opinions of Haitong Securities Company Limited(600837) Co., Ltd. on the completion of Hvsen Biotechnology Co.Ltd(300871) some initial public offering investment projects and permanently replenishing the surplus raised funds with working capital.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Relevant announcements such as the announcement on closing some projects invested by raising shares in the initial public offering and permanently replenishing the surplus raised funds with working capital.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
(x) the proposal on the application of the company and its subsidiaries for comprehensive credit lines and related guarantees from financial institutions was deliberated and adopted
In order to meet the daily business needs of the company and its subsidiaries in 2022, the company and its subsidiaries intend to apply to banks and other financial institutions for comprehensive credit with a total amount of no more than RMB 700 million. The term starts from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the next annual general meeting of shareholders. At the same time, when the company and its subsidiaries apply for comprehensive credit from the bank, the company plans to provide guarantee for the subsidiaries included in the consolidated statements, with a guarantee limit of no more than 500 million yuan; The subsidiary provides guarantee for the company, and the guarantee amount shall not exceed 200 million yuan. For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Announcement on the application of the company and its subsidiaries for comprehensive credit lines and related guarantees from financial institutions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was passed.
（11） The proposal on the remuneration of the company's directors in 2021 and the remuneration scheme in 2022 was reviewed and approved
According to the articles of association, detailed rules for the work of the remuneration and assessment committee of the board of directors and other relevant systems, the company has confirmed the remuneration of the company's directors in 2021. At the same time, considering the actual operation of the company, the salary level of industry and region, job contribution and other factors, the company has formulated the director's salary plan for 2022 as follows:
1. Applicable period: January 1, 2022 to December 31, 2022
2. Remuneration (allowance) standard: non independent directors who hold management positions in the company shall receive remuneration according to their management positions and relevant remuneration and performance appraisal standards of the company; Non independent directors who do not hold actual positions in the company will not receive remuneration (allowance); The annual pre tax allowance for independent directors is 100000 yuan. 3. Other matters: the above salaries are all pre tax amounts, and the company withholds and pays individual income tax, social insurance, housing provident fund and other expenses in accordance with relevant national regulations. Authorize the human resources center and the financial center to implement the director's remuneration plan in 2022.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 5 affirmative votes; No negative vote; No abstentions. The motion was approved
