Securities code: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) securities abbreviation: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Announcement No.: 2022009
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
Announcement of resolutions of the 19th meeting of the 8th board of directors
The company and all members of the board of directors 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.
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (hereinafter referred to as “the company” or “the company”) the 19th meeting of the 8th board of directors (hereinafter referred to as “the meeting”) was notified in writing or e-mail on March 8, 2022. The meeting was held in the conference room of the company at No. 45, Shamian North Street, Liwan District, Guangzhou City, Guangdong Province, the people’s Republic of China on the morning of March 18, 2021 (Friday). There were 11 directors who should have attended the meeting and 11 actually attended the meeting, among which Mr. Huang Xianrong, an independent non-executive director, attended the meeting by means of communication; Chairman Li Chuyuan presided over the meeting; The supervisors, middle and senior managers, lawyers and Accountants of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting were in accordance with the provisions of the company law and the articles of association.
After deliberation and voting by the directors present at the meeting, the following proposals were considered and adopted at the meeting:
1. The company’s 2021 annual report and its summary;
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Report of the board of directors of the company in 2021;
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Financial report of the company in 2021;
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The company’s 2021 annual audit report;
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The company’s profit distribution and dividend distribution plan for 2021 (see the company’s date 2022 for details)
Announcement No. 2022008 dated March 18, 2014);
The independent non-executive directors of the company have expressed their independent opinions on the proposal.
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The company’s financial operation objectives and annual budget plan for 2022;
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. The company’s 2021 social responsibility report (the full text is available on the website of Shanghai Stock Exchange);
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. 8. The company’s 2021 internal control evaluation report (the full text is available on the website of Shanghai Stock Exchange); Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. 9. Proposal on the remuneration of directors of the company in 2022;
9.1 proposal on the remuneration of chairman Mr. Li Chuyuan in 2022
As the chairman of the company, Mr. Li Chuyuan, receives remuneration from the controlling shareholder Guangzhou Pharmaceutical Group Co., Ltd. (hereinafter referred to as “Guangzhou Pharmaceutical Group”), his remuneration for directors in the company in 2022 is RMB 0.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Li Chuyuan, the director, avoided voting on the sub proposal.
9.2 proposal on the remuneration of Mr. Yang Jun, vice chairman in 2022
Since Mr. Yang Jun, the vice chairman of the company, receives remuneration from the controlling shareholder – Guangzhou Pharmaceutical Group, his remuneration for directors in the company in 2022 is RMB 0.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Yang Jun, the director, avoided voting on the sub proposal.
9.3 proposal on the remuneration of vice chairman Ms. Cheng Ning in 2022
Since Ms. Cheng Ning, the vice chairman of the company, receives remuneration from the controlling shareholder – Guangzhou Pharmaceutical Group, the remuneration of directors in 2022 received by her in the company is RMB 0.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Ms. Cheng Ning, the director, avoided voting on the sub proposal.
9.4 proposal on the remuneration of executive director Ms. Liu Juyan in 2022
As the executive director of the company, Ms. Liu Juyan, receives remuneration from the controlling shareholder, Guangzhou Pharmaceutical Group, the remuneration of directors in the company in 2022 is RMB 0.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Ms. Liu Juyan, the director, avoided voting on the sub proposal.
9.5 proposal on the remuneration of executive director Mr. Zhang Chunbo in 2022
Since Mr. Zhang Chunbo, the executive director of the company, receives remuneration from the controlling shareholder – Guangzhou Pharmaceutical Group, his remuneration for directors in the company in 2022 is RMB 0.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Zhang Chunbo, the director, avoided voting on the sub proposal.
9.6 proposal on the remuneration of executive director Mr. Wu Changhai in 2022
Since Mr. Wu Changhai, the executive director of the company, receives remuneration from the controlling shareholder – Guangzhou Pharmaceutical Group, his remuneration for directors in the company in 2022 is RMB 0.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Wu Changhai, the director, avoided voting on the sub proposal.
9.7 proposal on the remuneration of executive director Mr. Li Hong in 2022
Since Mr. Li Hong, the executive director, concurrently serves as the general manager of the company, his director’s salary in 2022 is expected to be no more than RMB 1800000, including but not limited to the salary, welfare and previous annual salary liquidation amount received from the company. The specific salary verification must also be assessed and adjusted in accordance with the management measures for salary and performance appraisal of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) senior managers. The above salaries are pre tax salaries, and the individual income tax payable shall be withheld and paid by the company.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Li Hong, the director, avoided voting on the sub proposal.
9.8 proposal on the remuneration of Mr. Huang Xianrong, an independent non-executive director in 2022
Mr. Huang Xianrong, an independent non-executive director, is expected to receive a director’s remuneration of RMB 120000 in 2022. The above salaries are pre tax salaries, and the individual income tax payable shall be withheld and paid by the company.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Huang Xianrong, an independent non-executive director, avoided voting on the sub proposal.
9.9 proposal on the remuneration of Ms. Wang Weihong, an independent non-executive director in 2022
Ms. Wang Weihong, an independent non-executive director, is expected to receive a director’s remuneration of RMB 120000 in 2022. The above salaries are pre tax salaries, and the individual income tax payable shall be withheld and paid by the company.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Ms. Wang Weihong, an independent non-executive director, avoided voting on the sub proposal.
9.10 proposal on the remuneration of Mr. Chen Yajin, an independent non-executive director in 2022
Mr. Chen Yajin, an independent non-executive director, is expected to receive a director’s remuneration of RMB 120000 in 2022. The above salaries are pre tax salaries, and the individual income tax payable shall be withheld and paid by the company.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Chen Yajin, an independent non-executive director, avoided voting on the sub proposal.
9.11 proposal on the remuneration of Mr. Huang Min, an independent non-executive director in 2022
Mr. Huang Min, an independent non-executive director, is expected to receive a director’s remuneration of RMB 120000 in 2022. The above salaries are pre tax salaries, and the individual income tax payable shall be withheld and paid by the company. Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Huang Min, an independent non-executive director, avoided voting on the sub proposal.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
10. Proposal on the company’s holding subsidiary Guangzhou Pharmaceutical Co., Ltd. applying for comprehensive credit line from the bank and providing guarantee for the comprehensive credit line of some wholly-owned subsidiaries (see the company’s Announcement No. 2022013 dated March 18, 2022 for details);
The independent non-executive directors of the company have expressed their independent opinions on the proposal.
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11. With regard to the proposal that the company intends to apply to the bank for a comprehensive credit line of no more than RMB 4 billion, it is agreed that the company intends to apply to the bank for a comprehensive credit line of no more than RMB 4 billion. The validity period of the signing of bank comprehensive credit contract or agreement and other documents is: from the date of approval of the annual general meeting to the date of the next annual general meeting. Meanwhile, in order to simplify the bank loan procedures, the board of directors authorized the chairman of the board of directors to sign the relevant loan documents with a single amount of less than 3% of the audited net assets in the previous period on behalf of the board of directors within the bank’s comprehensive credit line approved by the board of directors of the company.
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12. Proposal on internal fund adjustment business between the company and its holding subsidiaries and holding subsidiaries
It is agreed that the company and its holding subsidiaries within the scope of consolidated statements, as well as the holding subsidiaries approved by the company, carry out internal fund adjustment business. The scope of business includes: internal loan, unified loan and repayment, bank entrusted loan, bank entrusted loan, etc. The total amount of internal fund transfer business shall not exceed RMB 3 billion, and the validity period of the signed contract shall be within one year from the date of deliberation and approval by the annual board of directors. Meanwhile, in order to simplify the approval procedures and shorten the approval process, the board of directors authorized the chairman to sign relevant documents.
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. 13. Special report on the deposit and actual use of raised funds in 2021 (the full text is available on the website of Shanghai Stock Exchange)
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. 14. Proposal on purchasing liability insurance for directors, supervisors and senior managers
In order to promote the directors, supervisors and senior managers of the company (hereinafter referred to as “directors, supervisors and senior managers”) to more fully exercise their rights and perform their duties within their respective responsibilities and protect the rights and interests of the company and investors, the company plans to purchase liability insurance for the company and its directors, supervisors and senior managers, wholly-owned / holding subsidiaries and their directors, supervisors and senior managers. The specific scheme is as follows:
1. Applicant: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
2. Insured: the company and its wholly-owned / holding subsidiaries, directors, supervisors and senior managers of the company and its wholly-owned / holding subsidiaries and other relevant subjects (subject to the subsidiaries included in the scope finally determined by the company and the insurance company)
3. Cumulative compensation limit: 200 million yuan / year (subject to the amount finally determined by the company and the insurance company)
4. Total premium: the specific amount shall be subject to the amount finally determined through negotiation between the company and the insurance company
5. Insurance period: 12 months (it can be renewed or re insured every year)
In order to improve decision-making efficiency, the board of directors of the company plans to request the general meeting of shareholders to authorize the management of the company to handle matters related to the purchase of directors’ liability insurance within the scope of the above scheme (including but not limited to determining the insurance company, insurance amount, insurance premium and other insurance terms; selecting and appointing insurance brokerage companies and other intermediaries to sign relevant legal documents and deal with other matters related to insurance), And handle renewal or re insurance and other related matters at or before the expiration of the directors’ liability insurance contract in the future.
Voting results: 0 in favor, 0 against and 0 abstention.
Since the directors of the company, as the insured object, are interested parties, all directors avoid voting, and the independent non-executive directors express their opinions, this proposal will be directly submitted to the general meeting of shareholders of the company for deliberation.
15. Proposal on Amending relevant provisions of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) articles of Association (see Announcement No. 2022012 dated March 18, 2022 for details)
Voting results: 11 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
16. About revising Guangzhou Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Pharmaceutical Group Co., Ltd
