Securities code: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) securities abbreviation: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Announcement No.: 2022010
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
Announcement of resolutions of the 15th meeting of the 8th 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.
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (hereinafter referred to as “the company” or “the company”) the 15th meeting of the 8th board of supervisors was notified in writing and e-mail on March 8, 2022 and held in conference room 45, Shamian North Street, Liwan District, Guangzhou City, Guangdong Province, China on March 18, 2022. Three supervisors should be present at the meeting and three actually present. Mr. Cai Ruiyu, chairman of the board of supervisors, presided over the meeting. The convening and convening of the meeting met the provisions of the company law and the articles of association. After deliberation and voting by the supervisors attending the meeting, the meeting deliberated and adopted the following proposals:
1、 The company’s 2021 annual report and its summary;
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Report of the board of supervisors of the company in 2021;
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Financial report of the company in 2021;
The proposal was adopted with 0 votes and 3 abstentions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 The company’s profit distribution and dividend distribution plan for 2021;
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5、 Written review opinions on the company’s 2021 annual report;
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. 6、 Written review opinions on the company’s internal control evaluation report in 2021;
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. 7、 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;
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8、 Special report on the deposit and actual use of raised funds in 2021;
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. 9、 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 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 affirmative, 0 negative, 0 abstention and 3 abstention.
Since the company’s supervisors, as the insured, are interested parties, all supervisors avoid voting, and the board of supervisors gives opinions, this proposal will be directly submitted to the general meeting of shareholders of the company for deliberation.
10、 Proposal on Amending the relevant provisions of the rules of procedure of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) board of supervisors (the full text is available on the website of Shanghai Stock Exchange);
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11、 Proposal on the remuneration of supervisors of the company in 2022;
1. Proposal on the remuneration of Mr. Cai Ruiyu, chairman of the board of supervisors in 2022;
As the chairman of the board of supervisors, Mr. Cai Ruiyu, concurrently serves as the director of the human resources department of the company, his remuneration for supervisors in 2022 is expected to be no more than RMB 1 Shanghai Pudong Development Bank Co.Ltd(600000) , including but not limited to the remuneration, benefits and previous annual salary liquidation amount received from the company. The specific remuneration verification must also be assessed and adjusted in accordance with the management measures for remuneration 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: there were 2 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Cai Ruiyu, the supervisor, avoided voting on this sub proposal.
2. Proposal on the remuneration of Mr. Cheng Jinyuan, the supervisor in 2022;
As the supervisor, Mr. Cheng Jinyuan, concurrently serves as the director of the audit department and the director of the risk control office of the company, the supervisor’s salary in 2022 is expected to be no more than RMB 1100000, 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 evaluated 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: there were 2 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was considered and passed, and Mr. Cheng Jinyuan, the supervisor, avoided voting on the sub proposal.
3. Proposal on Mr. Jian Huidong’s salary in 2022;
Since Mr. Jian Huidong received remuneration from Guangzhou Pharmaceutical Group Co., Ltd., the controlling shareholder of the company, his remuneration for supervisors in 2022 was RMB 0.
The proposal was approved by Mr. Huidong with 0 votes, and the supervisors abstained from voting on the proposal with 0 votes.
The above proposals need to be submitted to the general meeting of shareholders for deliberation. 12、 Proposal on participating in the investment and establishment of equity investment funds and related party transactions.
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was considered and adopted. It is hereby announced.
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) board of supervisors March 18, 2022
