Securities code: Lanzhou Foci Pharmaceutical Co.Ltd(002644) securities abbreviation: Lanzhou Foci Pharmaceutical Co.Ltd(002644) Announcement No.: 2022003 Lanzhou Foci Pharmaceutical Co.Ltd(002644)
Announcement on resolutions of the 13th meeting of the 7th 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.
Lanzhou Foci Pharmaceutical Co.Ltd(002644) (hereinafter referred to as “the company”) the 13th meeting of the 7th board of directors was held in the form of on-site meeting at 9:00 a.m. on March 15, 2022. The director Mr. Shi Aiguo presided over the meeting. The notice of the meeting will be delivered in writing, e-mail, telephone and other ways on February 29, 2022. There were 7 directors who should attend the meeting and 7 actually attended the meeting. Among them, director Shang Shoupeng was unable to attend the meeting on site due to physical reasons, and entrusted director Wang Yingchun to attend the meeting and vote. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association, the rules of procedure of the board of directors and relevant laws and regulations.
After deliberation, the directors present at the meeting passed the following proposals:
1、 The work report of the board of directors in 2021 was reviewed and adopted
For details of the work report of the board of directors in 2021, please refer to http://www.cn.info.com.cn. Liu Zhijun, long Fengming and Zhao Xinmin, the independent directors of the seventh board of directors of the company, respectively 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. See http://www.cn.info.com.cn for the report on the work of independent directors in 2021.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
2、 The general manager’s work report for 2021 was reviewed and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
See “section III Management Discussion and analysis” in the company’s 2021 annual report for the contents of the 2021 annual general manager’s work report.
3、 Reviewed and adopted the financial final accounts report of 2021
See http://www.cn.info.com.cn for details of the 2021 annual financial statement report.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
4、 The annual report for 2021 and its summary were reviewed and adopted
See http://www.cn.info.com.cn for details of annual report 2021 and summary of annual report 2021, The summary of 2021 annual report was also published in the securities times and Securities Daily on March 16, 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 The 2021 profit distribution plan was reviewed and approved
According to the standard unqualified audit report audited and issued by Daxin Certified Public Accountants (special general partnership), the company realized the parent company’s net profit of 9325895607 yuan in 2021, and the undistributed profit at the end of 2021 was 65452679989 yuan. In order to fully protect the interests of investors and maximize shareholders’ income, combined with the future development of the company, the company plans to implement the following profit distribution plan: the company will distribute cash dividends of RMB 0.10 (including tax) for every 10 shares to all shareholders based on the total share capital of 510657000 shares as of December 31, 2021, with a total cash distribution of RMB 510657000, without bonus shares Capital reserve shall not be converted into share capital.
In accordance with the relevant provisions of the articles of association, the board of directors of the company proposed and formulated the profit distribution plan for 2021 in combination with the company’s sustainable operation and long-term development, and in accordance with the business performance and future fund use plan of 2021. This profit distribution plan complies with the company law, the articles of association and other relevant provisions.
The independent directors of the company have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
6、 The 2021 internal control evaluation report was reviewed and adopted
See http://www.cn.info.com.cn for details of the 2021 internal control evaluation report.
The independent directors of the company have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
7、 The proposal on correction of accounting errors in the earlier period was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
For details of the announcement on the correction of accounting errors in the earlier period, please refer to the securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on March 16, 2022.
The independent directors of the company have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details.
8、 The proposal on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 was reviewed and approved
The company and its holding subsidiaries estimate that the total amount of daily related party transactions with related parties in 2022 is 250.63 million yuan, and the actual total amount of daily related party transactions in 2021 is 1713161 million yuan.
For details of the announcement on confirming the daily connected transactions in 2021 and the expected daily connected transactions in 2022, please refer to the securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on March 16, 2022.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, see http://www.cn.info.com.cn.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention. Mr. Shi Aiguo and Mr. Shang Shoupeng, the related directors, avoided voting.
9、 The proposal on applying for comprehensive credit line from the bank was deliberated and adopted
According to the needs of the company’s business development, the company and its wholly-owned subsidiaries intend to apply to the bank for a comprehensive credit line with a total credit line of no more than 1 million yuan. The credit term is one year, and the actual credit line is finally subject to the actual approval line of each bank.
Voting results: 7 in favor, 0 against and 0 abstention.
10、 The proposal on increasing the business scope of the company and amending the articles of association was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
For the revised articles of association and the comparison table for the revision of articles of association, please refer to http://www.cn.info.com.cn.
11、 The proposal on Revising the external guarantee management system was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details of the revised external guarantee management system, see http://www.cn.info.com.cn.
12、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
At 14:00 on Thursday, April 7, 2022, the company held the 2021 annual general meeting of shareholders in the form of on-site voting and online voting in the conference room on the fifth floor of the company, No. 2289 Huashan Road, Lanzhou New Area, Lanzhou City, Gansu Province.
See securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on March 16, 2022 for details of the meeting Notice on convening the 2021 annual general meeting of shareholders disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
Documents for future reference: resolutions of the 13th meeting of the 7th board of directors of the company
It is hereby announced.
Lanzhou Foci Pharmaceutical Co.Ltd(002644) board of directors
March 15, 2022
