Securities code: Boya Bio-Pharmaceutical Group Co.Ltd(300294) securities abbreviation: Boya Bio-Pharmaceutical Group Co.Ltd(300294) Announcement No.: 2022009 Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Announcement of resolutions of the 15th meeting of the 7th board of directors
The company and all members of the board of directors 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 15th meeting of the 7th board of directors was notified by mail and communication on March 12, 2022 and held by on-site and communication voting on March 22, 2022. There are 9 directors who should vote at the meeting and 9 directors who actually vote. The meeting was presided over by Mr. Tao Ran, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. This meeting complies with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Stock Listing Rules"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem (hereinafter referred to as the "standardized operation") and the articles of association And other relevant regulations. After full discussion, the following proposals were considered and adopted:
1、 The proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
See "section III - management discussion and analysis" and "section IV - Corporate Governance" in the full text of the 2021 annual report for the work report of the board of directors of the company in 2021.
Mr. Zhang Weidong, Mr. Huang Huasheng and Mr. Zhao Li, independent directors of the seventh board of directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the full text of the 2021 annual report and the work report of independent directors of cninfo.com, the gem information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Deliberated and passed the proposal on the company's 2021 annual financial statement report
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to the 2021 financial statement of cninfo.com, the gem information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Voting results: 9 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. The independent directors agreed that the 2021 profit distribution plan of the company complies with the relevant provisions of the company law, the articles of association and the shareholders' dividend return plan (20212023), matches the performance growth of the company and conforms to the actual development of the company. The 2021 profit distribution plan does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the independent directors agreed to the company's profit distribution plan for 2021 and agreed to submit the plan to the general meeting of shareholders for deliberation.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
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: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed their explicit consent: 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: 9 in favor, 0 against and 0 abstention
Ernst & Young Huaming Certified Public Accountants (special general partnership) is the audit institution of the company in 2021, and the audit fee is 1.7 million yuan. In order to maintain the stability and continuity of the company's audit work, the board of directors 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. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to determine its annual audit fee according to the specific workload and market price level of the audit in 2022.
The independent directors of the company gave their prior approval opinions on this matter: after verification, Ernst & Young Huaming Certified Public Accountants (special general partnership) adhered to the independent audit standards during the audit of the company in 2021, which reflected the rich experience and professional quality in the audit of listed companies, met the requirements of the company's financial audit in 2022 and independently audited the company's financial situation. In order to maintain the stability and continuity of the company's audit work, the independent directors agreed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and hired it as the audit institution of the company's internal control. They agreed to submit the matter of the company's renewal of the audit institution in 2022 to the board of directors for deliberation.
All the independent directors agreed that in order to maintain the stability and continuity of the audit work, the independent directors agreed to continue to employ 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, and requested the general meeting of shareholders to authorize the board of directors to determine its annual audit fee according to the specific workload and market price level of the audit in 2022, And agreed to submit the proposal to the general meeting of shareholders 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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on the company's application for comprehensive credit line from the bank in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
In view of the needs of the company's business development, the company (including the holding company) plans to apply to banking institutions for a comprehensive credit line of no more than RMB 2 billion, with a credit period of 18 months from the date of approval of the resolution of the board of directors of the company. The matter falls within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
The company will choose the best bank institution to apply for credit according to the loan situation of each bank. The above comprehensive credit line is not equal to the actual financing amount of the company. The actual financing amount shall be within the comprehensive credit line, and the actual financing amount between the bank and the company shall prevail. The board of directors of the company authorizes the legal representative or management of the company (or its subsidiaries) to sign relevant documents for the above-mentioned credit application.
The independent directors of the company expressed their explicit consent: according to the company's capital arrangement, in order to ensure the normal business activities of the company (including the holding company), in 2022, the company plans to apply for a comprehensive credit line of no more than RMB 2 billion from the banking institutions. The above comprehensive credit line is not equal to the actual financing amount of the company, and the actual financing amount should be within the comprehensive credit line. The implementation of this matter is conducive to ensuring the normal operation of the company, and the resolution procedure of this matter complies with the relevant provisions of the company law and standardized operation. Therefore, the independent directors agreed to the company's application for comprehensive credit line from the bank in 2022.
8、 The proposal on the handling of bank acceptance bills by the company in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
In order to improve the use efficiency of the company's funds, reduce the use cost of funds, maximize the return of funds, and better protect the interests of the company and shareholders, according to the actual production and operation of the company, the company plans to pay and handle bank acceptance bills for some materials procurement, engineering construction and other payments in 2022. The time limit for handling bank acceptance bills is 18 months. From the date of approval of the resolution of the board of directors, the board of directors authorizes the legal representative or management of the company (or its subsidiaries) to sign relevant documents.
9、 The company's annual self-evaluation report 2021
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed their explicit consent: the company's 2021 internal control self-evaluation report comprehensively, objectively and truly reflects the actual situation of the company's internal control, and the independent directors 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.
10、 Deliberated and passed the proposal on the remuneration of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention
In combination with the development of the industry and the actual development level of the company, in order to better motivate the directors to perform their duties diligently, the proposal on the remuneration of the company's directors was reviewed and approved by the nomination, remuneration and assessment committee of the company's board of directors.
The independent directors agreed that the remuneration of the directors of the company had been reviewed by the nomination, remuneration and assessment committee of the board of directors, the remuneration of the directors was in line with the development level of the industry and the actual development of the company, and its resolution procedures were in line with the relevant provisions of the company law and standardized operation, without harming the interests of the company and all shareholders. Therefore, the independent directors agreed to the company's proposal on Directors' remuneration and agreed to submit the proposal to the general meeting of shareholders for deliberation. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on the remuneration of the company's senior managers was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
In combination with the development of the industry and the actual development level of the company, in order to better encourage senior managers to be diligent and dutiful, the proposal on the remuneration of senior managers of the company was reviewed and approved by the nomination, remuneration and assessment committee of the board of directors of the company.
The independent directors agreed that the remuneration of the company's senior managers had been reviewed by the nomination, remuneration and assessment committee of the board of directors. The remuneration level of the senior managers was in line with the development level of the industry and the actual development of the company, which was conducive to encouraging the senior managers to perform their duties diligently. Its resolution procedures were in line with the company law, standardized operation and other relevant provisions, and did not harm the interests of the company and all shareholders. Therefore, the independent directors agree with the company on matters related to the remuneration of the company's senior managers.
12、 Deliberated and passed the proposal on changing the investment projects with raised funds
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors agreed that the change of the investment project of raised funds is a necessary adjustment made by the company based on the company's business situation and the company's development strategy, which will help to improve the efficiency of the use of raised funds. The company has fully analyzed and demonstrated the change of some investment projects with raised funds, and has performed the necessary deliberation and decision-making procedures. Changes in the listed company's investment and management of funds raised do not meet the requirements of the regulation on the interests of all shareholders of the Listed Company No. 2, especially the changes in the listed company's investment and management of funds raised do not meet the requirements of the regulation on the interests of all shareholders of the listed company. Therefore, the independent directors agreed to the change of the company's investment project with raised funds and agreed to submit the matter to the general meeting of shareholders for deliberation.
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. 13、 The proposal on the amount of daily related party transactions with related parties in 2022 was considered and adopted. The voting results: 6 votes in favor, 0 votes against and 0 abstention
Tao Ran, Meng Qingsheng and Li Xingfa, affiliated directors, avoided voting.
The independent directors of the company gave prior approval to this matter: 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 follows the principles of openness, fairness and openness The principle of impartiality and voluntariness does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. The independent directors agree to associate the expected daily interest in 2021
