Stock Code: China National Medicines Corporation Ltd(600511) stock abbreviation: China National Medicines Corporation Ltd(600511) Announcement No.: pro 2022005 China National Medicines Corporation Ltd(600511)
Announcement on the resolution of the 27th meeting of the 7th board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of supervisors
China National Medicines Corporation Ltd(600511) the notice of the 27th meeting of the seventh board of supervisors was sent in writing and e-mail on March 6, 2022. The meeting was held in Beijing and Shanghai on March 16, 2022 by on-site and communication. All three supervisors of the company attended the meeting, which was in line with the relevant provisions of the company law and the articles of association on convening the meeting of supervisors. 2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following resolutions:
(I) the 2021 annual work report of the board of supervisors of the company was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) the company’s 2021 annual financial statement was reviewed and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) the company’s profit distribution plan for 2021 was reviewed and approved by 3 votes in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the proposal on the company’s daily connected transactions in 2021 and expected daily connected transactions in 2022 was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the proposal of the company on applying for comprehensive credit and other businesses from commercial banks in 2022 was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) the proposal of the company on Issuing internal loans for wholly-owned and holding subsidiaries in 2022 was deliberated and approved by 3 votes in favor, 0 votes against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) the proposal of the company on Issuing internal loans and related party transactions for the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. in 2022 was deliberated and approved by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the proposal of the company on providing comprehensive credit guarantee for the wholly-owned subsidiary Sinopharm Airport (Beijing) International Trade Co., Ltd. in 2022 was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the company’s proposal on temporarily replenishing working capital with some idle raised funds was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions.
（11） The special report of the company on the deposit and actual use of raised funds in 2021 was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal on the company’s 2021 internal control audit report and the company’s 2021 internal control self-evaluation report was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal of the company on renewing the employment of the company’s accounting firm in 2022 was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions. The proposal to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The company’s proposal on amending some articles of the articles of association was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） The proposal on the general election of the board of supervisors of the company was deliberated and adopted by 3 affirmative votes, 0 negative votes and 0 abstention. The proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be implemented for deliberation.
The board of supervisors expressed the following opinions on the company’s work in 2021:
1. In 2021, the members of the board of supervisors of the company attended all previous general meetings of shareholders and meetings of the board of directors, and supervised the convening procedures, resolution matters and decision-making procedures of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors and the performance of senior managers in accordance with laws and regulations. The board of supervisors believes that in 2021, the company can operate in accordance with the relevant provisions of laws, regulations and the articles of association, continuously improve the internal management and control system and implement it effectively; The directors and senior managers of the company have not violated laws, regulations, the articles of association or harmed the interests of the company when performing their duties.
2. Opinions of the board of supervisors on the inspection of the company’s financial situation
In 2021, the board of supervisors carefully reviewed the company’s financial reports for each period, and considered that the company’s 2021 financial report truly reflected the company’s financial status and operating results, the company’s internal control system was sound, no violation of the financial management system was found, and the standard unqualified audit report issued by Ernst & Young Huaming certified public accountants was true, objective It accurately reflects the financial situation of the company. The board of supervisors believes that the preparation and review procedures of the company’s 2021 annual report comply with laws and regulations, the articles of association and the company’s internal management system; The content and format of the 2021 annual report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the company’s operation and management, financial status and cash flow of the current year in all aspects; Before the board of supervisors put forward this opinion, it was not found that the personnel involved in the preparation and deliberation of the 2021 annual report had violated the confidentiality provisions; All members of the board of supervisors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete, and promise that there are no false records, misleading statements or major omissions.
3. Independent opinions of the board of supervisors on the company’s connected transactions
In 2021, the price of related party transactions related to the company’s operation was fair, and the daily related party transactions met the procedural norms and the principle of market equity. The above transactions will not affect the independence of the company’s assets, conform to the interests of the company and all shareholders, and will not damage the interests of non affiliated shareholders. 4. Opinions of the board of supervisors
The company plans to continue to use some idle raised funds to supplement working capital temporarily, and has fulfilled the necessary decision-making procedures, which is in line with the stock listing rules of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) The provisions of relevant 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 are conducive to improving the efficiency of the use of raised funds, do not affect the normal progress of the investment plan of raised funds, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders. In conclusion, we agree to use some idle raised funds to supplement working capital temporarily.
China National Medicines Corporation Ltd(600511)
March 17, 2022
