Guangdong Jiaying Pharmaceutical Co.Ltd(002198)
Work report of the board of directors in 2021
In 2021, the board of directors of Guangdong Jiaying Pharmaceutical Co.Ltd(002198) (hereinafter referred to as “the company”) performed its duties conscientiously and strictly implemented the resolutions of the general meeting of shareholders in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant provisions within the scope of functions and powers, Continuously standardize the company’s governance, promote the development of various businesses of the company, realize the stable and healthy development of the company, and earnestly safeguard the interests of the company and all shareholders. The work of the board of directors in 2021 is reported as follows.
1、 Main business indicators and key work in 2021
(I) main business conditions in 2021
2021 is an extraordinary year connecting the past and the future in the development history of the company. This year, the covid-19 pneumonia epidemic continued, and the epidemic prevention and control entered the normalization stage. The company not only faced profound changes in the external development environment and development conditions such as in-depth changes in the industry, the accelerated frequency of policy introduction and the integration of Chinese patent medicine into centralized mining, but also experienced the impact of staggered peak power consumption, process change research, board election, shareholder change and so on. Facing the complicated situation, with the support of the local government and the joint efforts of all employees of the company, the management of the company has started a new journey of fully promoting the high-quality development of the company around the annual work plan of the company. The company’s operation has generally maintained stable and healthy development, with strong guarantee for safe production and orderly promotion of marketing. The company has successfully completed various annual operating indicators. During the reporting period, the company achieved a total operating income of 57471338708 yuan, a year-on-year increase of 5.5%; The net profit was 147726972 yuan. After deducting the impact of the provision for asset impairment, the net profit was 3163195503 yuan, a year-on-year increase of 47.93%; The net cash flow from operating activities is 5180013235 yuan.
1. Strong guarantee for safe production
At the same time, the company made concerted efforts to overcome the adverse factors affecting the production of drugs in 2021, such as changing the prescription and strict quality management system, and successfully completed the production process in accordance with the requirements of GMP in 2021 Facilities and equipment management, material risk control, safety production management and other production processes ensure that there are no drug quality and safety responsibility accidents throughout the year.
(1) Jinsha pharmaceutical deployed in advance and arranged production reasonably. In the first half of the year, the company successfully completed the preparation plan of “dragon’s blood” products in 2021, which provided a strong guarantee for the maximization of the company’s profits in 2021. At the same time, it successfully completed the research and verification of the formulation change process of Jiegu Qili film coated tablets, Jiegu Qili sugar coated tablets and Jiegu Qili capsules, and resumed mass production in time. In January 2022, all new prescription products were put on the market.
(2) The production system personnel overcame the reversal of day and night work and rest, produced continuously at night, overcame the continuous power restriction of the power grid for a long time, and ensured the product demand in the peak sales season.
(3) The production department improved the process, optimized the work arrangement of personnel, improved the product yield and per capita production capacity, and the total output increased steadily.
(4) The equipment department carried out technical transformation on the boiler workshop, simplified the boiler maintenance process, further improved the boiler thermal efficiency, prolonged the service life of equipment consumables, significantly reduced the cost of steam and saved the cost of boiler.
(5) The technical problem of Shuangliao Houfeng buccal tablets was solved, which made Shuangliao Houfeng buccal tablets meet the requirements of disintegration time limit, and laid a foundation for the re listing of the product.
(6) Increased the investment in fire safety, further improved the fire-fighting facilities in the plant area, and jointly completed the hidden danger elimination through the third-party professional company and the machine repair backbone of our equipment department.
2. Orderly promotion of marketing
In 2021, the company actively overcame the impact of adverse factors such as changes in drug policies and ups and downs in market prices, responded positively, formulated diversified terminal policies, ensured the completion of annual tasks, and the annual sales amount and payment collection amount increased steadily.
(1) The marketing center of the headquarters continues to operate by varieties and channels. Take business circulation as the main sales channel, stabilize product sales, and control sales, medical treatment, e-commerce and chain as incremental channels; Control marketing channel products, strictly control distribution commercial customers and control prices; The medical channel shall be operated according to separate product specifications; Gather e-commerce channel customers; Improve the depth of chain marketing and chain products. At the same time, adjust the delivery according to the market changes in the epidemic area to ensure that the company’s product supply is correct during the epidemic period.
(2) Adapt to the reform of the pharmaceutical industry and formulate diversified terminal mobile marketing policies. According to the product structure of provinces and regions and the needs of customers, the terminal promotion scheme is improved.
(3) Strengthen the supervision and management of market work. The headquarters will increase the number of supervisors and auditors, strengthen the market inspection of each region, timely report problems found and assist in guiding the work, and punish those who violate rules and disciplines according to the system. Jinsha pharmaceutical made it clear that the financial representative management right of the office was taken back to Jinsha marketing department.
(4) Jinsha pharmaceutical improved the product price system, settled the base price uniformly, ensured a reasonable profit margin, completed the work of expert consensus, and promoted the guide and capsule based drug project as planned.
(5) Jiaying pharmaceutical completed the business license and other changes related to medical devices, and actively developed the supply chain business of drugs, medical devices and equipment of medical institutions, so as to create greater revenue and profits for the company.
3. Overcome difficulties in scientific research
The scientific research department has completed the process change research and auxiliary material change research after the replacement of dragon’s blood by Jiegu Qili product, and all change applications have passed the review of the Provincial Bureau and have been filed and publicized; Promote the comprehensive clinical evaluation of Jiegu Qili series products, and start the cultivation plan of large varieties of Jiegu Qili tablets and capsules; In view of the problems existing in the potential varieties of the company, organize and carry out the changes of relevant pharmacy and pharmacology and toxicology, and start the process research and pharmacology research.
4. Huaqingyuan innovation breakthrough
Guangdong Yaozhuang Biotechnology Co., Ltd., a wholly-owned subsidiary of Huaqingyuan, has built Yaozhuang complex building and Nanyao Meipian series product intensive processing base, successively introduced Nanyao Meipian makeup brand production line and Xiaozi brand production line, owned advanced experimental equipment and testing instruments, and successfully developed more than 30 Meipian high value-added extension products covering makeup brand, Xiaozi brand and other series. Yaozhuang biological obtained the qualification of cosmetics production license and disinfection product production license in July 2021. After being put into operation, it can realize the production capacity of 960 tons of cosmetics and 480 tons of disinfection products per year, and successfully build a new innovation and development platform integrating the R & D, production and processing, warehousing, logistics, marketing, technical training and e-commerce platform of Meipian high value-added products.
Since 2021, Huaqingyuan has actively developed enterprise business orders and established in-depth cooperative relations. At the same time, we carried out Omni channel layout online, built an innovative marketing model combining offline traffic and online channels, developed 113 offline experience stores, and initially formed a development pattern centered on Guangzhou, radiating Guangdong and covering the whole country.
In addition, it further strengthened the construction of marketing teams outside the province and successively expanded the markets in Xinjiang, Guangxi, Hunan, Henan and other places. In terms of product marketing, according to the needs of consumers and product characteristics, a variety of anti-aging, acne removing, sensitive muscle repair and other sets of boxes have been launched, and the effect has been verified by the market, which not only improves the terminal competitiveness of the brand, but also meets the demand of beauty loving for skin care sets.
Huaqingyuan has won the honors of the pilot construction unit of the National Forest Ecological genuine medicinal material planting base, the “top 20” agricultural science and technology innovation enterprise in Guangdong Province, the second prize of Guangdong science and technology progress award, the third prize of Ye Jianying science and technology progress award, and three effective intellectual property rights.
5. Properly handle foreign investment
In 2021, the company did not have any major foreign investment, and the foreign investment occurred in previous years was not disclosed
The company handled it properly according to the principles of legality, standardization, diligence and prudence. At the beginning of 2021, the company took back Liangdu hospital in time
The remaining amount of the project, and complete the financial and tax handover of Shenzhen subsidiary. Kangci medical project, the company
The new management attaches great importance to the progress of the project and actively communicates with the relevant personnel of the project
The second joint audit institution went to the site to understand the situation and timely report the latest progress to the independent directors and the audit committee
During the exhibition, the audit committee also held special meetings for many times to study and explore various response plans. Finally approved by the audit committee
The research proposal was reviewed and approved by the board of directors: the company is based on the current situation that kangci medical has long-term losses and is difficult to operate normally
According to the actual situation, the provision for impairment of long-term equity investment is fully accrued.
(II) performance of main daily work of the board of directors
The board of directors of the company shall give full play to the role of the board of directors in accordance with the company law, the articles of association and other relevant provisions
During the reporting period, 11 special committees of the board of directors and 13 meetings of the board of directors were held
Meetings such as meetings, meeting convening procedures, meeting participants and deliberation procedures comply with the company law and the company law
In accordance with the relevant provisions of the articles of association of the company, the resolutions made are legal and effective, timely study and make decisions on major matters of the company, and ensure
To ensure the standardized and efficient operation of the board of directors, 7 general meetings of shareholders were convened and organized throughout the year.
1. Meetings of the board of directors held during the reporting period
Meeting date and resolution
The fifth session of the board of directors deliberated and adopted the “on adding and nominating Mr. Huang Kai as a non independent director of the fifth session of the board of directors” by unanimous vote in February 2021
The proposal of the first interim director of the board of directors and the proposal on electing Mr. Bo to perform the duties of chairman of the Fifth Board of directors on behalf of the board of directors on the 25th
Proposal on convening the first extraordinary general meeting of shareholders in 2021.
The meeting unanimously approved the proposal on the company’s 2020 general manager’s work report, the proposal on the company’s 2020 board of directors work report, the proposal on the company’s 2020 financial final account report, and the proposal on the company’s 2020 profit distribution plan Regulations on the 5th board of directors
In April 2021, the proposal on the company’s 2020 annual report and the summary of 2020 annual report, and the proposal on the 14th meeting of the company’s board of directors
18. Proposal on the 2020 internal control evaluation report and the meeting on the assurance of the company’s 2019 audit report
The proposal on the elimination of the significant impact of the matters involved in the comments, the proposal on the change of accounting policies, the proposal on the formulation of the company’s shareholder return plan for the next three years (20212023), and the proposal on the convening of the company’s 2020 annual general meeting of shareholders.
The 5th board of directors April 2021
The meeting unanimously approved the proposal on the company’s report for the first quarter of 2021.
15th meeting 26
Meeting date and resolution
meeting
The fifth session of the board of directors deliberated and adopted the “on nominating Mr. Xu Shengli as a non independent director of the fifth session of the board of directors in May 2021” by unanimous vote
Proposal on the second interim candidate of the board of directors, on nominating Xiao Yinan, Ji Yansong and Guo Huaping as independent directors of the Fifth Board of directors, 12
Proposal on candidates for the meeting and proposal on holding the second extraordinary general meeting of shareholders in 2021.
The meeting deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s non-public development of A-Shares to specific objects, and the proposal on the plan for non-public issuance of A-Shares by Guangdong Jiaying Pharmaceutical Co., Ltd. in 2021 Proposal on the feasibility analysis report on the use of funds raised by non-public development banks of Guangdong Jiaying Pharmaceutical Co., Ltd., proposal on diluting the immediate return after non-public development of shares, taking filling measures and relevant commitments of the 5th board of directors of the company On the issuance of shares to specific objects this time, there is no need to prepare the report on the use of the previously raised funds in June 2021
Proposal on submitting to the general meeting of shareholders for deliberation and approval of Guangdong New South Medical Investment Development Co., Ltd
The proposal on exemption from issuing takeover offer, the proposal on the related party transaction of the company’s non-public Development Bank A shares, the proposal on the signing of conditional and effective non-public development bank share subscription agreement between the company and specific objects Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the non-public development of a shares, proposal on formulating the measures for the management of raised funds and abolishing the measures
