Securities code: Wuxi Apptec Co.Ltd(603259) securities abbreviation: Wuxi Apptec Co.Ltd(603259) Announcement No.: pro 2022020 Wuxi Apptec Co.Ltd(603259)
Announcement on the resolutions of the 24th Meeting of the second board of directors and the annual meeting of the board of directors in 2021
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.
1、 Meetings of the board of directors
Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as "the company" or "the company") sent the meeting notice and meeting materials to all directors of the company on March 9, 2022, and held the 24th Meeting of the second board of directors and the annual board meeting of 2021 on March 23, 2022 by on-site combined with communication voting. The board meeting was presided over by Ge Li (Li Ge), the chairman of the board of directors. This board meeting complies with the provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the "articles of association") on convening the board meeting.
2、 Deliberations of the board meeting
(I) deliberated and adopted the proposal on the work report of the board of directors in 2021
Agree to the relevant contents of the work report of the board of directors in Wuxi Apptec Co.Ltd(603259) 2021.
Voting results: 12 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of CEO and co CEO in 2021
Agree to the relevant contents of the work report of the chief executive officer and co chief executive officers in Wuxi Apptec Co.Ltd(603259) 2021.
Voting results: 12 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company's 2021 annual report, report summary and 2021 annual performance announcement
Agree to the relevant contents of the annual report of Wuxi Apptec Co.Ltd(603259) 2021, the summary of the annual report of Wuxi Apptec Co.Ltd(603259) 2021 and the annual performance announcement of Wuxi Apptec Co.Ltd(603259) 2021.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the annual report of Wuxi Apptec Co.Ltd(603259) 2021 and the summary of Wuxi Apptec Co.Ltd(603259) 2021 disclosed by the designated media.
Voting results: 12 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the company's 2021 annual financial statement report
Agree to the relevant contents of Wuxi Apptec Co.Ltd(603259) 2021 annual financial statement report.
Voting results: 12 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company's profit distribution plan for 2021
1. According to the audit of Deloitte Touche Tohmatsu (special general partnership), the net profit attributable to the owners of the parent company in 2021 (consolidated basis) was 509715528368 yuan, and the distributable profit of the company at the end of 2021 was 153 Beijing Hanjian Heshan Pipeline Co.Ltd(603616) 859 yuan. In accordance with the company law and other relevant laws and regulations, the Listing Rules of the stock exchange where the company's shares are listed and the provisions of the articles of association, the following profit distribution plan for 2021 is agreed:
Based on the total share capital on the date of equity distribution and equity registration, a cash dividend of RMB 5.1740 (including tax) will be distributed for every 10 shares (calculated by the total share capital of the company on the date of this announcement, a total cash dividend of RMB 152930614792 (including tax)). If the total share capital of the company changes before the equity registration date of equity distribution, it shall be distributed according to the principle that the distribution amount per share remains unchanged, and the total distribution amount shall be adjusted accordingly.
2. Agree to further authorize the chairman or his further authorized person to implement the above profit distribution plan on the premise that the general meeting of shareholders of the company approves the above profit distribution plan. The general meeting of shareholders is requested to authorize the board of directors and its authorized persons to handle the above matters.
The independent directors of the company expressed their independent opinions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the profit distribution plan in 2021 and the independent opinions on relevant matters considered at the 24th Meeting of the second board of directors and the annual board meeting in 2021 disclosed by the designated media.
Voting results: 12 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the special report on the deposit and actual use of the company's annual raised funds in 2021
Agree to the relevant contents of the special report on the deposit and actual use of raised funds in Wuxi Apptec Co.Ltd(603259) 2021.
The independent directors of the company expressed their independent opinions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the special report on the deposit and actual use of raised funds in Wuxi Apptec Co.Ltd(603259) 2021 and the independent opinions on relevant matters considered at the 24th Meeting of the second board of directors and the 2021 annual board of directors disclosed by the designated media.
Voting results: 12 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the company's external guarantee amount in 2022
1. It is agreed that the company will provide a guarantee of no more than RMB 11.5 billion to its subsidiaries at home and abroad (hereinafter referred to as "subsidiaries") within the scope of the consolidated statements in 2022. The guarantee objects are the following subsidiaries of the company with an asset liability ratio of less than 70% (calculated based on the latest audited data), including Shanghai Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd., Suzhou Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd Wuhan Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd., Tianjin Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd., Wuxi apptec (Hong Kong) Limited, Shanghai Hequan Pharmaceutical Co., Ltd., Wuxi Hequan Pharmaceutical Co., Ltd., Changzhou Hequan Life Science Co., Ltd., Changzhou Hequan Pharmaceutical Co., Ltd., Taixing Hequan Pharmaceutical Co., Ltd., Taixing Hequan Life Technology Co., Ltd., Shanghai Hequan pharmaceutical R & D Co., Ltd Nantong Wuxi Apptec Co.Ltd(603259) Pharmaceutical Technology Co., Ltd., Changshu Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd., Wuxi apptec holding company, Inc., wuxiadvanced therapies Inc., Wuxi apptec, Inc.
The validity period of the guarantee limit is 12 months from the date when the proposal is approved by the annual general meeting of shareholders in 2021 or until the date when the annual general meeting of shareholders in 2022 deliberates and approves the external guarantee limit in 2023 (whichever is shorter). The total amount of guarantee in 2022 includes the guarantee that the amount of a single guarantee occurred within the above validity period exceeds 10% of the net assets in the latest audited consolidated financial statements of the company. Up to now, the company has no existing guarantee, and the total guarantee amount of the company in 2022 is the expected new guarantee amount in 2022, i.e. RMB 11.5 billion. The guarantee balance at any time point within the authorization period shall not exceed the new guarantee amount of RMB 11.5 billion deliberated and approved by the general meeting of shareholders. The aforesaid guarantees are all between the company and its wholly-owned subsidiaries and holding subsidiaries, and the guarantee risk is controllable.
2. It is agreed to further authorize the Finance Department of the company to organize the implementation on the premise that the above external guarantee amount is approved by the general meeting of shareholders of the company.
The independent directors of the company expressed their independent opinions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the company's external guarantee limit in 2022 and the independent opinions on relevant matters considered at the 24th Meeting of the second board of directors and the annual board meeting in 2021 disclosed by the designated media.
Voting results: 12 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on renewing the employment of domestic and foreign accounting firms in 2022
1. It is agreed that the company and its subsidiaries within the scope of the consolidated statements will pay Deloitte Huayong Certified Public Accountants (special general partnership) a total of 621410000 yuan (excluding tax) for the audit in 2021, and pay Deloitte guanhuang Chenfang certified public accountants a total of 200440000 yuan (excluding tax) for the audit in 2021.
2. Agree to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) as the domestic financial report audit institution and internal control audit institution of the company in 2022 for one year, and agree to submit to the general meeting of shareholders to authorize the board of directors to determine the audit fee according to the actual workload of Deloitte Touche Tohmatsu (special general partnership); Agree to renew the appointment of Deloitte Guan Huang Chenfang as the company's overseas financial report audit institution in 2022 for one year, and agree to submit to the general meeting of shareholders to authorize the board of directors to determine the audit fee according to the actual workload of Deloitte Guan Huang Chenfang.
The independent directors of the company have approved this matter in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions during the deliberation of the board of directors.
For details on the renewal of domestic accounting firms, please refer to the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the reappointment of the accounting firm in 2022, the prior approval opinions of independent directors on matters related to the 24th Meeting of the second board of directors and the 2021 annual board of directors, and the independent opinions on matters considered at the 24th Meeting of the second board of directors and the 2021 annual board of directors disclosed by the designated media.
Voting results: 12 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on Approving the amount of foreign exchange hedging business of the company in 2022
1. Agree to continue to carry out foreign exchange hedging business in 2022, and agree that the total amount of foreign exchange hedging business carried out by the company and its subsidiaries within the scope of the company's consolidated statements with their own funds in 2022 shall not exceed US $5 billion or other equivalent foreign currencies, The term is 12 months from the date when the proposal is deliberated and approved by the company's 2021 annual general meeting of shareholders or until the date when the 2022 annual board of directors or general meeting of shareholders (depending on the approval authority at that time) deliberates and approves the amount of foreign exchange hedging business in 2023 (whichever is shorter). Within the validity period of the aforesaid quota and resolution, the funds can be recycled. The specific amount shall be subject to the maximum balance of foreign exchange hedging in a single day, and shall not be calculated repeatedly based on the amount incurred.
2. It is agreed that on the premise of deliberation and approval by the general meeting of shareholders of the company, the general meeting of shareholders of the company shall authorize the board of directors, and the board of directors shall further authorize the financial department of the company to carry out foreign exchange derivatives trading business according to business conditions and actual needs within the limit approved by the general meeting of shareholders.
The independent directors of the company expressed their independent opinions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on carrying out foreign exchange hedging business disclosed by the designated media and the independent opinions on relevant matters considered at the 24th Meeting of the second board of directors and the annual board meeting in 2021.
Voting results: 12 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(x) the proposal on using idle raised funds for cash management was deliberated and adopted
It is agreed that the company will use idle raised funds with a limit of no more than 2200 million yuan to purchase bank financial products in a timely manner (including but not limited to low-risk Principal Guaranteed bank financial products and bank structured deposits), The validity period is 12 months from the date when the proposal is considered and approved by the board of directors of the company or until the date when the cash management limit of idle raised funds is considered and approved by the annual board of directors or general meeting of shareholders in 2022 (depending on the approval authority at that time) (whichever is shorter). Within the validity period of the above quota and resolution, the funds can be recycled and used on a rolling basis. The specific amount shall be subject to the maximum daily balance of the financial products in effect, and shall not be calculated repeatedly based on the amount incurred. Despite such authorization, the company's purchase of financial products with idle raised funds and idle self owned funds must also meet the following restrictions: (1) the total amount of principal of financial products purchased from the same bank within 12 months (calculated by transaction) shall not exceed 25% of the company's total assets in the latest period, And (2) the total amount of the estimated maximum investment income of such financial products within 12 months shall not exceed 25% of the pre tax profit of the company deducting minority shareholders' equity in the most recent year. The cash management of idle raised funds shall be returned to the special account for raised funds upon expiration. At the same time, within the scope of the authorized amount, the board of directors authorizes the financial department of the company to organize the implementation.
The independent directors of the company expressed their independent opinions.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the use of idle raised funds for cash management and the independent opinions on relevant matters considered at the 24th Meeting of the second board of directors and the annual board meeting in 2021 disclosed by the designated media.
Voting results: 12 in favor, 0 against and 0 abstention.
（11） The proposal on using idle self owned funds for cash management was deliberated and adopted
It is agreed that the company will use idle self owned funds with a limit of no more than 8500 million yuan to timely purchase bank financial products, bank structured deposits, brokerage financial products, trust financial products and monetary base with high security, good liquidity and low risk
