Stock Code: China National Medicines Corporation Ltd(600511) stock abbreviation: China National Medicines Corporation Ltd(600511) Announcement No.: pro 2022004 China National Medicines Corporation Ltd(600511)
Announcement of resolutions of the 37th meeting of the seventh board of directors
The board of directors and all directors 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 directors
China National Medicines Corporation Ltd(600511) the notice of the 37th meeting of the seventh board of directors was sent in writing and e-mail on March 6, 2022, and the meeting was held in Beijing and Shanghai on March 16, 2022 by on-site and communication. Nine directors should be present at the meeting, and nine actually arrived (among them, director Zhou Xudong entrusted Chairman Jiang Xiuchang to attend and exercise voting rights on his behalf), of which four independent directors attended the meeting. The meeting was presided over by Chairman Jiang Xiuchang, and supervisors and some senior executives attended the meeting as nonvoting delegates, which was in line with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
The meeting considered and adopted the following resolutions:
(I) the 2021 annual work report of the board of directors of the company was deliberated and adopted by 9 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 2021 general manager’s work report of the company was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions.
(III) the proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted by 9 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.
2021 annual financial statement report. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the company’s profit distribution plan for 2021 was reviewed and approved by 9 votes in favor, 0 votes against and 0 abstentions.
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), China National Medicines Corporation Ltd(600511) in 2021, the net profit attributable to the owner of the parent company was 175408421880 yuan (as of December 31, 2021, the cumulative amount of the company’s statutory surplus reserve had reached more than 50% of the registered capital, so it was no longer withdrawn), The distributable profit attributable to the parent company in this year is 175408421880 yuan. According to the needs of the company’s operation and development and the provisions of the articles of association, the distribution plan proposed by the company is: Based on the total share capital of 754502998 shares on December 31, 2021, the company will distribute cash dividends of 7.0 yuan (including tax) for every 10 shares, with a total of 52815209860 yuan, The remaining undistributed profits are carried forward to the following years. This distribution plan will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. (see the announcement of China National Medicines Corporation Ltd(600511) on the profit distribution plan of 2021 disclosed by the website of Shanghai Stock Exchange at www.sse.com.cn and China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day for details).
(VI) the 2021 corporate social responsibility report of the company was reviewed and adopted by 9 votes in favor, 0 votes against and 0 abstentions.
(VII) the 2021 annual report of independent directors was reviewed and adopted by 9 votes in favor, 0 against and 0 abstention.
(VIII) the 2020 performance report of the audit committee of the board of directors was considered and adopted by 9 votes in favor, 0 votes against and 0 abstentions.
(IX) the company’s proposal on daily connected transactions in 2021 and expected daily connected transactions in 2022 was deliberated and adopted by 4 votes in favor, 0 votes against and 0 abstentions. During the deliberation of the proposal, five affiliated directors of the company’s nine directors avoided voting, and all four non affiliated directors (all independent directors) agreed and expressed relevant independent opinions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. (for details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn and the announcement of China National Medicines Corporation Ltd(600511) on daily connected transactions in 2021 and expected daily connected transactions in 2022 disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day)
(x) the proposal of the company on applying for comprehensive credit and other businesses from commercial banks in 2022 was deliberated and adopted by 9 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.
（11） The proposal of the company on Issuing internal loans for wholly-owned and holding subsidiaries in 2022 was deliberated and adopted by 9 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. (for details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn and the announcement of China National Medicines Corporation Ltd(600511) on Issuing internal loans for wholly-owned and holding subsidiaries in 2022 disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day).
（12） With 4 affirmative votes, 0 negative votes and 0 abstention, 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 adopted. During the deliberation of the proposal, five affiliated directors of the company’s nine directors avoided voting, and all four non affiliated directors (all independent directors) agreed and expressed relevant independent opinions. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. (for details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn. And the announcement of China National Medicines Corporation Ltd(600511) on the issuance of internal loans and related party transactions for the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. in 2022 disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day).
（13） 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 considered and adopted by 9 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. (for details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn. And the announcement of China National Medicines Corporation Ltd(600511) on providing comprehensive credit guarantee for Sinopharm Airport (Beijing) International Trade Co., Ltd., a wholly-owned subsidiary, disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day.).
（14） With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on the company’s plan to continue to use some idle raised funds to temporarily supplement working capital was deliberated and adopted. (for details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn and the announcement of China National Medicines Corporation Ltd(600511) on the plan to continue to use some idle raised funds to temporarily supplement working capital disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day).
（15） The special report of the company on the deposit and actual use of raised funds in 2021 was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions. Independent directors expressed their independent opinions on the proposal and expressed their approval. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. (for details, please refer to the website of Shanghai Stock Exchange www.sse.com.cn and the special report of China National Medicines Corporation Ltd(600511) on the deposit and actual use of raised funds in 2021 disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day)
（16） 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 9 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.
（17） The proposal of the company on renewing the appointment of accounting firms in 2022 was deliberated and adopted by 9 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. (for details, please refer to the website of Shanghai Stock Exchange at www.sse.com.cn and the announcement of China National Medicines Corporation Ltd(600511) on renewing the appointment of accounting firms in 2022 disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day)
（18） The company’s proposal on amending some articles of the articles of association was deliberated and adopted with 9 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. (for details, please refer to the website of Shanghai Stock Exchange www.sse.com.cn and the announcement of China National Medicines Corporation Ltd(600511) on amending some articles of Association disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily on the same day.)
（19） The proposal on the general election of the board of directors of the company was deliberated and adopted with 9 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, and the cumulative voting system shall be implemented for deliberation.
（20） The proposal on the convening of the 2021 annual general meeting of shareholders of the company was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention. (for details, please refer to the website of Shanghai Stock Exchange www.sse.com.cn, China Securities News, Shanghai Securities News and the notice of the annual general meeting of shareholders in)
It is hereby announced.
China National Medicines Corporation Ltd(600511) March 17, 2022
