Securities code: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) stock abbreviation: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) No.: Lin 2022038 bond Code: 143422 bond abbreviation: 18 Fuyao 01
Bond Code: 155067 bond abbreviation: 18 Fuyao 02
Bond Code: 175708 bond abbreviation: 21 compound medicine 01
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
The resolution of the 66th meeting (regular meeting) of the 8th board of directors announced that 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.
The 66th meeting (regular meeting) of the 8th board of directors of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as “the company”) was held by means of communication (video conference) on March 22, 2022, with 11 directors present and 11 actually present. The meeting was presided over by Mr. Wu Yifang, executive director and chairman of the company, and the supervisors of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), other relevant laws and regulations and the articles of association of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as the “articles of association”). The meeting considered and passed the following proposals:
1、 The annual report of the group (i.e. the company and its holding subsidiaries / units, the same below) for 2021 was reviewed and approved. Agree to prepare the full text and summary of the group’s 2021 annual report in accordance with the requirements of relevant laws and regulations in China. Agree to prepare the group’s 2021 annual report (and its corporate governance report and ESG report) and performance announcement in accordance with the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the stock exchange”).
Voting results: 11 in favor, 0 against and 0 abstention.
The 2021 annual report of the group needs to be submitted to the general meeting of shareholders of the company for deliberation.
The full text and summary of the group’s 2021 annual report prepared in accordance with relevant laws and regulations in China are detailed in the website of Shanghai Stock Exchange (hereinafter referred to as “SSE”)（ http://www.sse.com.cn. ）。
2、 Deliberated and adopted the work report of the board of directors in 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
This report shall also be submitted to the general meeting of shareholders of the company for deliberation.
3、 Deliberated and adopted the work report of CEO in 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
4、 Deliberated and adopted the financial final accounts report of 2021.
Voting results: 11 in favor, 0 against and 0 abstention.
This report shall also be submitted to the general meeting of shareholders of the company for deliberation.
5、 Reviewed and approved the profit distribution plan for 2021.
According to the articles of association and other relevant provisions, it is agreed and submitted to the general meeting of shareholders for approval to distribute a cash dividend of RMB 5.60 (before tax) for every 10 shares based on the total share capital of the equity registered Japanese company specified in the profit distribution implementation announcement.
Meanwhile, the general meeting of shareholders shall be requested to authorize the board of directors and / or its authorized persons to implement the approved profit distribution plan.
Voting results: 11 in favor, 0 against and 0 abstention.
The independent non-executive director expressed his opinions on the plan.
The plan shall also be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement of profit distribution plan for 2021 issued on the same day.
6、 The proposal on the company’s continued employment of accounting firms in 2022 and the remuneration of accounting firms in 2021 was deliberated and passed.
Agree and submit to the general meeting of shareholders for approval to reappoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the auditor of the company’s domestic financial report and internal control in 2022 and Ernst & Young certified public accountants as the auditor of the company’s overseas financial report in 2022.
Agree and submit to the general meeting of shareholders for approval that in 2021, the audit service fees of Ernst & Young Huaming Certified Public Accountants (special general partnership) for providing domestic financial reports and internal control for the company are RMB 2.8 million and RMB 750000 respectively, and the audit service fees of Ernst & Young Certified Public Accountants for providing overseas financial reports for the company are RMB 1.21 million. Voting results: 11 in favor, 0 against and 0 abstention.
The independent non-executive directors expressed their opinions on the renewal of the accounting firm in 2022.
The proposal shall also be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on renewing the appointment of accounting firms in 2022 issued on the same day.
7、 The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted.
Voting results: 11 in favor, 0 against and 0 abstention.
See the website of Shanghai stock exchange for the special report on the deposit and actual use of raised funds in 2021（ http://www.sse.com.cn. ）。
8、 The proposal on the group’s report on daily connected / connected transactions in 2021 and the prediction of daily connected / connected transactions in 2022 was reviewed and approved.
When the board of Directors voted on this proposal, related / connected directors Mr. Wu Yifang, Mr. Wang Kexin, Ms. Guan Xiaohui, Mr. Chen Qiyu, Mr. Yao Fang, Mr. Xu Xiaoliang and Mr. Pan Donghui avoided voting, and the remaining four directors (i.e. four independent non-executive directors) of the board of directors participated in the voting.
Voting results: 4 in favor, 0 against and 0 abstention.
Independent non-executive directors have expressed their opinions on this proposal.
The proposal shall also be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the 2021 daily connected transaction report and 2022 daily connected transaction forecast announcement issued on the same day.
9、 The proposal on the assessment results and remuneration of directors and senior managers of the company in 2021 was deliberated and passed. According to the assessment plan approved by the company’s 2020 annual general meeting of shareholders and the 37th meeting (regular meeting) of the eighth board of directors, relevant directors and senior managers are evaluated in terms of financial indicators, operation and management indicators, strategy and development indicators, cooperation indicators, etc., and their contributions in 2021 are evaluated. When the board of Directors voted on this proposal, the executive directors Mr. Wu Yifang, Mr. Wang Kexin and Ms. Guan Xiaohui, as well as the non-executive directors Mr. Chen Qiyu and Mr. Yao Fang abstained from voting, and the remaining 6 directors (including 4 independent non-executive directors) of the board of directors participated in the voting.
Voting results: 6 in favor, 0 against and 0 abstention.
The assessment results and remuneration of relevant directors of the company in 2021 need to be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on the assessment scheme for directors and senior managers of the company in 2022 was deliberated and passed.
Based on the five-year strategic plan of the group and the focus of work in 2022, the specific assessment contents of executive directors and senior managers in 2022 are determined from the aspects of financial indicators, operation and management indicators, strategy and development indicators, cooperation indicators, etc.
When the board of Directors voted on this proposal, the executive directors Mr. Wu Yifang, Mr. Wang Kexin and Ms. Guan Xiaohui avoided voting, and the remaining 8 directors (including 4 independent non-executive directors) of the board of directors participated in the voting.
Voting results: 8 in favor, 0 against and 0 abstention.
The assessment plan for directors of the company in 2022 needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 The audit passed the 2021 annual internal control evaluation report.
Voting results: 11 in favor, 0 against and 0 abstention.
See the website of Shanghai stock exchange for the internal control evaluation report in 2021（ http://www.sse.com.cn. ）。 12、 Deliberated and passed the proposal on the internal audit work summary in 2021 and the internal audit work plan in 2022.
Voting results: 11 in favor, 0 against and 0 abstention.
13、 Deliberated and passed the proposal on the renewal and new entrusted loan / loan limit of the group.
Agree and submit to the general meeting of shareholders for approval that the renewal and new entrusted loan / loan amount of the group (including between the company and its holding subsidiaries and between holding subsidiaries note: holding subsidiaries refer to wholly-owned and non wholly-owned holding subsidiaries / units, including holding subsidiaries / units with asset liability ratio of more than 70%) shall not exceed the equivalent of RMB 8500 million from the date of adoption of the annual general meeting of shareholders in 2021, And request the authorized management to determine the actual loan interest rate within the range of the annual interest rate not less than 2% (RMB interest rate is applicable) or not less than 1% (foreign currency interest rate is applicable) and not less than the financing cost of the entrusted loan / borrowing provider. The term of the entrusted loan / borrowing shall be subject to the agreement.
The validity period of this quota is from the date of approval of the 2021 annual general meeting of shareholders to the earliest of the following two dates: 1. The date of the 2022 annual general meeting of shareholders of the company;
2. The date on which any general meeting of shareholders of the company passes a resolution to revoke or change the authorization mentioned in this proposal.
In addition, it is agreed and submitted to the general meeting of shareholders to authorize the management and / or its authorized persons to determine and adjust the specific entrusted loan / loan matters and sign relevant legal documents within the above approved amount according to the actual business needs. Voting results: 11 in favor, 0 against and 0 abstention.
The proposal shall also be submitted to the general meeting of shareholders of the company for deliberation.
14、 Deliberated and passed the proposal on the renewal and new guarantee amount of the group.
Subsidiaries with holding ratio of more than RMB 3.1 million (including subsidiaries with holding ratio of more than RMB 3.1 million) and subsidiaries with holding ratio of more than RMB 3.1 million (excluding subsidiaries with holding ratio of less than RMB 1 million) are subsidiaries, And (2) the company or its holding subsidiary provides guarantee for its performance obligations with its own assets; The above guarantee period shall be subject to the agreement. Of which:
1. Where the company is a holding subsidiary and a holding subsidiary provides guarantee for the company or between holding subsidiaries:
(1) The total amount of guarantee provided for the guaranteed party whose asset liability ratio is less than 70% (excluding this amount) shall not exceed the equivalent of RMB 2432 million;
(2) The total amount of guarantee provided for the guaranteed party with an asset liability ratio of more than 70% (including this amount) shall not exceed the equivalent of RMB 5854 million.
If, according to the needs of business development, the balance of the above guarantee amount provided for the guaranteed party with an asset liability ratio of more than 70% (including this amount) remains unused, the amount can be adjusted to provide guarantee for the holding subsidiary with an asset liability ratio of less than 70% (excluding this amount).
For the guarantee under this renewal and new guarantee limit, if the guaranteed party is a non wholly-owned subsidiary of the company, in principle, the group will only bear the guarantee liability with the proportion of equity / equity held by it; For the guarantee exceeding the proportion of equity / equity held by the group, other shareholders of the guaranteed party or the guaranteed party must provide necessary counter guarantee.
2. Within the renewed and newly increased guarantee limit approved by the general meeting of shareholders (i.e. no more than the equivalent of RMB 3.1 million) and in addition to the amount actually used in Item 1 above, the company or its holding subsidiaries can provide guarantee for their performance obligations with their own assets according to the actual business needs.
The validity period of this quota is from the date of approval of the 2021 annual general meeting of shareholders to the earliest of the following two dates: 1. The date of the 2022 annual general meeting of shareholders of the company;
2. The date on which any general meeting of shareholders of the company passes a resolution to revoke or change the authorization mentioned in this proposal.
At the same time, it is proposed to request the general meeting of shareholders to authorize the management of the company and / or its authorized persons to determine and adjust the specific guarantee matters and sign relevant legal documents according to the actual business needs within the above approved amount.
Voting results: 11 in favor, 0 against and 0 abstention.
Independent non-executive directors have expressed their opinions on this proposal.
The proposal shall also be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on renewal and new guarantee limit issued on the same day.
15、 Deliberated and passed the proposal on the total amount of newly applied credit of the company.
It is agreed and submitted to the general meeting of shareholders for approval. Since the date of approval of the general meeting of shareholders in 2021, the company has applied for a new credit line with a total amount not exceeding the equivalent of RMB 38.5 million from banks and other financial institutions (including the new line and the adjustment of the original line). The specific credit content shall be subject to the approval of banks and other financial institutions.
The validity period of this quota is from the date of approval of the 2021 annual general meeting of shareholders to the earliest of the following two dates: 1. The date of the 2022 annual general meeting of shareholders of the company;
2. The date on which any general meeting of shareholders of the company passes a resolution to revoke or change the authorization mentioned in this proposal.
At the same time, it is agreed and submitted to the general meeting of shareholders to authorize the management and / or its authorized persons to determine and adjust the specific credit granting matters and sign relevant legal documents according to the actual business needs within the above approved limit.
Voting results: 11 in favor, 0 against and 0 abstention.
The proposal shall also be submitted to the general meeting of shareholders of the company for deliberation.
16、 Deliberated and passed the proposal on Authorizing the management to dispose of the shares of domestic and foreign listed companies.
In order to better support the development of the group’s main business, it is agreed and submitted to the general meeting of shareholders to authorize the management of the company to dispose of the shares of domestic and foreign listed companies held by the group at an appropriate time according to the situation of the securities market, and the total transaction amount of the above assets shall not exceed 15% (including this amount) of the group’s net assets attributable to the shareholders of the parent company in the latest period; The proceeds from disposal will be used to supplement the working capital of the group.
This authorization is valid from 2
