Securities code: Boya Bio-Pharmaceutical Group Co.Ltd(300294) securities abbreviation: Boya Bio-Pharmaceutical Group Co.Ltd(300294) Announcement No.: 2022010 Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Announcement of resolutions of the 12th meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as "the company") the 12th meeting of the 7th board of supervisors was notified by mail and communication on March 12, 2022, and held by on-site and communication voting on March 22, 2022. There are 3 supervisors who should vote at the meeting and 3 supervisors who actually vote. The meeting was presided over by Ms. Tang Na, chairman of the board of supervisors, and some directors and senior managers of the company attended the meeting as nonvoting delegates. This meeting is in compliance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the "Stock Listing Rules"), the self regulatory guidance No. 2 of Shenzhen Stock Exchange listed companies - standardized operation of GEM listed companies (hereinafter referred to as the "standardized operation") and the articles of association. After full discussion, the following proposals were considered and passed: I. the proposal on the company's work report of the board of supervisors in 2021 was considered and passed
Voting results: 3 in favor, 0 against and 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the work report of the board of supervisors in 2021 on cninfo.com, the gem information disclosure website designated by the CSRC.
2、 The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors of the company believes that the procedures for the board of directors to prepare and review the annual report of the company in 2021 comply with laws, administrative regulations and the provisions of the CSRC. The 2021 annual report truly, accurately and completely reflects the actual situation of the company, without any false records, misleading statements or major omissions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the full text of the 2021 annual report and the summary of the 2021 annual report of cninfo.com, the gem information disclosure website designated by the CSRC.
3、 Deliberated and passed the proposal on the company's 2021 annual financial statement report
Voting results: 3 in favor, 0 against and 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the 2021 financial statement of cninfo.com, the gem information disclosure website designated by the CSRC.
4、 The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention
The company's profit distribution plan for 2021 is: Based on 504248738 shares (511633438 shares of the company's total share capital minus the number of special accounts for repurchase of the company), distribute cash dividends of 1.5 yuan (including tax) to all shareholders for every 10 shares, give bonus shares of 0 shares (including tax), and transfer capital reserve to all shareholders for every 10 shares. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the announcement on the company's profit distribution plan in 2021 on cninfo.com, the gem information disclosure website designated by the CSRC.
5、 The proposal on the company's special report on the deposit and use of raised funds in 2021 was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors of the company issued a clear agreement: the company manages the special account of raised funds in strict accordance with the relevant provisions of standardized operation and the management system of raised funds of the company, and the deposit and use of raised funds are legal and compliant; The company's special report on the deposit and use of raised funds in 2021 is true, accurate and complete without false records, misleading statements and major omissions. It agrees with the company's proposal on the company's special report on the deposit and use of raised funds in 2021.
For details, see the special report on the deposit and use of raised funds in 2021 on cninfo.com, the gem information disclosure website designated by the CSRC.
6、 The proposal on the company's reappointment of audit institutions in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention
In order to maintain the stability and continuity of the company's audit work, the board of supervisors of the company agreed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and employ it as the audit institution of the company's internal control.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, see the announcement on the company's reappointment of audit institutions in 2022 on cninfo.com, the gem information disclosure website designated by the CSRC.
7、 The proposal on the company's self-evaluation report on internal control in 2021 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors of the company issued a clearly agreed opinion: the company's 2021 internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the company's internal control, and agreed with the company's proposal on the company's 2021 internal control self-evaluation report.
For details, see the 2021 internal control self-evaluation report of cninfo.com, the gem information disclosure website designated by the CSRC.
8、 Deliberated and passed the proposal on changing the investment projects with raised funds
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors of the company issued a clearly agreed opinion: the change of the investment project of raised funds is in line with the actual situation of the company and is a necessary adjustment based on the company's business situation and the company's development strategy, which is conducive to improving the use efficiency of raised funds, further improving the company's core competitiveness and supporting the development of the company's main business. The change of this raised investment project has fulfilled the necessary review procedures and complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, stock listing rules, standardized operation and so on. The company agrees to change the investment project of raised funds this time.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on changing the investment project of raised funds and the feasibility study report on the construction project of the company's blood products intelligent factory (phase I) on cninfo.com, the gem information disclosure website designated by the CSRC.
9、 The proposal on the amount of daily related party transactions with related parties in 2022 was considered and adopted. The voting results were: 2 votes in favor, 0 votes against and 0 abstentions
Tang Na, a related supervisor, avoided voting.
The board of supervisors of the company clearly agreed that the difference between the estimated daily related party transaction amount and the actual transaction amount in 2021 is mainly due to the growth of the company's business in 2021 and the synergy between the company's business and China Resources pharmaceutical holding business. The company expects that the daily related party transaction in 2022 belongs to the needs of the company's normal business scope, the amount is appropriate, and the pricing policy is open, fair and reasonable The principle of impartiality and voluntariness does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. Agree on the difference between the estimated daily related party transaction amount and the actual transaction amount of the company in 2021 and the amount of daily related party transaction with related parties in 2022.
For details, please refer to the announcement on the expected amount of daily connected transactions with related parties in 2022 on cninfo.com, the gem information disclosure website designated by the CSRC.
It is hereby announced.
Boya Bio-Pharmaceutical Group Co.Ltd(300294) board of supervisors March 22, 2022
