Announcement on the resolution of the third meeting of the sixth board of directors
Securities code: Guangdong Jiaying Pharmaceutical Co.Ltd(002198) securities abbreviation: Guangdong Jiaying Pharmaceutical Co.Ltd(002198) Announcement No.: 2022009 Guangdong Jiaying Pharmaceutical Co.Ltd(002198)
Announcement on the resolution of the third meeting of the sixth board of directors
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. Guangdong Jiaying Pharmaceutical Co.Ltd(002198) (hereinafter referred to as "the company") the notice of the third meeting of the sixth board of directors was delivered to all directors, supervisors and senior managers by personal delivery, e-mail and telephone on February 28, 2022. On March 10, 2022, the meeting was held as scheduled in the form of on-site combined video and e-mail communication.
2. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting, of which directors jurai and Guo Huaping attended by means of communication voting.
3. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. Due to the epidemic prevention and control, Mr. jurai, chairman, was unable to attend the meeting on site. The meeting was presided over by Mr. Huang Xiaoliang, vice chairman.
4. The convening and convening of the meeting shall comply with the provisions of laws, regulations and the articles of association, and the resolutions formed by voting shall be legal and effective.
2、 Deliberations of the board meeting
The meeting considered the following proposals by open ballot:
1. The meeting deliberated and adopted the proposal on the company's 2021 annual general manager's work report with 7 affirmative votes, 0 negative votes and 0 abstention votes;
2. The meeting deliberated and adopted the proposal on the work report of the board of directors in 2021 by 7 votes in favor, 0 against and 0 abstention;
Announcement on the resolution of the third meeting of the sixth board of directors
For details, please refer to the company's website on March 12, 2022 (www.cn. Info. Com. CN.) The work report of the board of directors in 2021 disclosed on the.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The current independent directors of the company, Mr. Xu Chi, Mr. Zhang fuming, Mr. Guo Huaping and the previous independent directors, Mr. Fang Xiaobo, Mr. Tang Guohua, Mr. Cheng Hantao and Mr. Xiao Yinan, submitted the report on the work of independent directors in 2021 to the board of directors. The current independent directors will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see http://www.cn.info.com.cn.
3. The meeting deliberated and adopted the proposal on the company's financial final accounts report in 2021 with 7 affirmative votes, 0 negative votes and 0 abstention votes;
For details, please refer to the company's website on March 12, 2022 (www.cn. Info. Com. CN.) 2021 annual financial statement disclosed on the.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The meeting deliberated and adopted the proposal on the company's profit distribution plan for 2021 by 7 votes in favor, 0 against and 0 abstention;
Audited by zhongxinghua certified public accountants, the total comprehensive income of the company's consolidated income statement in 2021 was 147726972 yuan. With the audited undistributed profit of 2486665588 yuan at the end of 2020, the undistributed profit of the company's consolidated balance sheet at the end of 2021 was 2634392560 yuan. The total comprehensive income of the company (parent company) in 2021 is -2406920401 yuan. According to the articles of association, plus the audited undistributed profit of -23286095016 yuan at the end of 2020, the undistributed profit of the parent company at the end of 2021 is -25693015417 yuan.
The company plans not to distribute profits or convert capital reserve into share capital this year.
Reasons for not paying cash dividends:
Since the company is still in the period of strategic transformation, on the one hand, the undistributed profits of the company (parent company) have been negative for many years; On the other hand, the company will continue to promote the hardware upgrading of production and R & D equipment; At the same time, the company plans to increase efforts to expand the supply chain business of drugs, medical devices and equipment in the future. If the board of directors does not propose to increase the profit of the company, it will transfer the fund to the company if it does not meet the actual demand of the company
Announcement on the resolution of the third meeting of the sixth board of directors
Share capital.
The opinion of the independent directors is that the company will not carry out cash dividends in 2021, taking full account of the specific situation of the company's business development and capital needs, proceeding from the long-term interests of the company and shareholders, in line with the relevant provisions of laws and regulations, in line with the actual situation of the company, and there is no situation damaging the interests of minority shareholders, We agree with the profit distribution plan prepared by the board of directors of the company. For independent opinions, please refer to the company's website (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the third meeting of the sixth board of directors disclosed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The meeting deliberated and adopted the proposal on the company's annual report in 2021 and the summary of the annual report in 2021 with 7 affirmative votes, 0 negative votes and 0 abstention votes;
For details, please refer to the company's website (www.cn. Info. Com. CN.) The annual report of 2021 (Announcement No.: 2022007) disclosed on, and on the securities times, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Abstract of annual report for 2021 (Announcement No.: 2022008) disclosed on.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. The meeting deliberated and adopted the proposal on the company's self-evaluation report on internal control in 2021 by 7 votes in favor, 0 against and 0 abstention;
The board of supervisors and independent directors of the company respectively expressed their consent to the self-evaluation report on internal control in 2021.
For details, please refer to the company's website (www.cn. Info. Com. CN.) Self evaluation report on internal control in 2021 and independent opinions of independent directors on matters related to the third meeting of the sixth board of directors disclosed at the meeting.
7. The meeting deliberated and adopted the proposal on by election of members of the strategy committee of the sixth board of directors of the company with 7 affirmative votes, 0 negative votes and 0 abstention;
In order to ensure the smooth development of the work of the strategy committee of the sixth board of directors, the board of directors of the company agreed to elect deputy directors in accordance with the relevant provisions of the articles of association, the working rules of the strategy committee of the board of directors and other documents
Announcement on the resolution of the third meeting of the sixth board of directors
Mr. Huang Xiaoliang, Secretary General of the board of directors, is a member of the Committee.
8. The meeting deliberated and adopted the proposal on the renewal of the company's accounting firm with 7 affirmative votes, 0 negative votes and 0 abstention.
As zhongxinghua Certified Public Accountants (special general partnership) is an accounting firm with qualification in Securities and futures related business, has business experience and professional ability to provide audit services for listed companies, has purchased professional liability insurance and has strong investor protection ability. Since being employed as the company's external auditor, the company has adhered to the independent audit standards, diligently fulfilled the responsibilities and obligations stipulated by both parties, and the audit report issued for the company objectively and fairly reflected the company's financial status and operating results. The board of directors of the company agreed to continue to employ zhongxinghua Certified Public Accountants (special general partnership) as the company's external auditor in 2022, And submit the proposal to the general meeting of shareholders for deliberation.
Independent directors have issued prior approval opinions and independent opinions on this proposal. For details, see the announcement on the proposed renewal of accounting firm (Announcement No.: 2022011) disclosed by the company on March 12, 2022 Prior approval opinions of independent directors on the company's renewal of accounting firm and independent opinions of independent directors on matters related to the third meeting of the sixth board of directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolution of the third meeting of the sixth board of directors;
2. Independent opinions of independent directors on matters related to the third meeting of the sixth board of directors.
Guangdong Jiaying Pharmaceutical Co.Ltd(002198) board of directors
March 10, 2022
