Securities Announcement No.: 10751075
Announcement of resolutions of the 11th meeting of the first board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Tibet Duo Rui Pharmaceutical Co.Ltd(301075) (hereinafter referred to as "the company") the notice of the 11th meeting of the first board of directors was sent by e-mail and wechat on March 12, 2022, and held in the company's conference room on March 23, 2022 in the form of on-site combined with communication voting. The meeting was presided over by chairman Deng Yong. There are 5 directors who should be present and 5 actually present. All directors attended the meeting on site. Supervisors Zhao Hongwei, Wang Tang, Zhou Jiali and senior managers Jin Fen, Li Chao, Wei Wengang, Cai Zeyu, Huang Zhichun and Zhou Daoyi attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and the articles of association. After deliberation by the directors present at the meeting, the following resolutions are formed.
2、 Deliberations of the board meeting
(I) deliberating and adopting the work report of the board of directors in 2021
See Section III "management discussion and analysis" and Section IV "corporate governance" of the company's 2021 annual report for details of the work report of the board of directors in 2021.
Mr. Qi Fei and Ms. Liu Yingfei, the independent directors of the company in 2021, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. The specific contents of the report of independent directors are disclosed on cninfo.com.cn on the same day Relevant announcements.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
The specific contents of the independent director's work report are published on cninfo.com.cn on the same day Report on the work of independent directors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the work report of the company's general manager in 2021 was reviewed and approved. The general manager of the company submitted the work report of the general manager in 2021 to the board of directors, summarized the completion of the company's key work in 2021, and deployed the key work in 2022.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
(III) deliberating and adopting the 2021 annual report and its summary
The preparation procedure, content and format of the company's annual report 2021 and its summary comply with the provisions of relevant documents; The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Annual report of 2021 (Announcement No.: 2022018) and summary of annual report of 2021 (Announcement No.: 2022019).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberating and adopting the financial final accounts report of 2021
See section X "financial report" of the company's 2021 annual report for details of the 2021 annual report.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Annual report of 2021 (Announcement No.: 2022018).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) review and approve the 2021 annual audit report
See details published on cninfo.com.cn on the same day 2021 annual audit report.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
(VI) review and approve the profit distribution plan for 2021
The company's 2021 profit distribution plan complies with the relevant provisions on dividends in the company law, the securities law and the articles of association, the company's shareholders' long-term return plan and relevant commitments, and the dividend distribution policy. The 2021 profit distribution plan is legal, compliant and reasonable.
The independent directors have issued the independent opinions approved and agreed in advance.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Announcement on profit distribution plan in 2021 (Announcement No.: 2022020).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) review and approve the special report on the annual storage and use of raised funds
In 2021, the company deposited and used the funds raised by IPO in strict accordance with relevant laws, regulations, normative documents and the relevant provisions of the company's management system for raised funds, which complied with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there was no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The special report of the board of directors on the annual storage and use of raised funds truthfully, accurately and completely disclosed the storage and use of the company's raised funds, and the company faithfully fulfilled its obligation to disclose the investment direction and progress of the raised funds.
The independent directors gave their independent opinions, the auditor Tianjian Certified Public Accountants (special general partnership) issued an assurance report, and the sponsor Citic Securities Company Limited(600030) issued special verification opinions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) review and approve the 2021 internal control self-evaluation report
The self evaluation report on internal control in 2021 objectively and truly reflects the implementation of the company's internal control in 2021, and believes that the company has no major defects in internal control over financial reporting, and no major defects in internal control over non-financial reporting are found.
The independent directors gave their independent opinions, the auditor Tianjian Certified Public Accountants (special general partnership) issued an assurance report, and the sponsor Citic Securities Company Limited(600030) issued special verification opinions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Self evaluation report on internal control in 2021.
(IX) review and approve the occupation of non operating funds and other related capital transactions in 2021
In strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the company did not occupy the company's funds for non operational purposes by controlling shareholders and other related parties during the reporting period and previous years.
Independent directors have expressed their independent opinions; The audit institution Tianjian Certified Public Accountants (special general partnership) issued a special statement.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements on.
(x) deliberated and passed the proposal on the renewal of the company's audit institution in 2022
After careful discussion and deliberation by the directors attending the meeting, the board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and authorized the management to determine its annual audit fee for one year according to the specific workload and market price level of 2022 audit.
The independent directors gave their prior approval opinions and agreed independent opinions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Announcement on the proposed renewal of accounting firm (Announcement No.: 2022021).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） Deliberated and passed the proposal on changes in accounting policies
The company's implementation of the revised accounting standards for Business Enterprises No. 21 - leasing is carried out in accordance with the provisions of relevant documents of the Ministry of Finance and in line with the provisions of relevant laws and regulations. After the implementation of the changed accounting policies, the company's financial status and operating results can be reflected objectively and fairly, without retroactive adjustment to previous years, and will not have a significant impact on the company's financial status, operating results and cash flow. There is no damage to the interests of the company and minority shareholders.
The independent directors expressed their independent opinions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Announcement on changes in accounting policies. (Announcement No.: 2022022)
（12） The proposal on the confirmation of regular related party transactions in 2021 was reviewed and approved. The board of directors of the company confirmed the company's regular related party transactions in 2021.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this matter; The recommendation institution Citic Securities Company Limited(600030) issued special verification opinions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Announcement on confirmation of related party transactions in 2021 (Announcement No.: 2022023).
（13） The proposal on confirmation of related party guarantee in 2021 was deliberated and adopted
The board of directors of the company confirmed the related guarantee matters of the company in 2021. Directors Deng Yong and Deng Qin avoided voting.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this matter; The recommendation institution Citic Securities Company Limited(600030) issued special verification opinions.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Announcement on confirmation of related party transactions in 2021 (Announcement No.: 2022023).
（14） Deliberated and adopted the proposal on nominating candidates for non independent directors of the first board of directors
After careful discussion and deliberation, the directors attending the meeting agreed to nominate Ms. Jin Fen as a candidate for non independent director of the first board of directors of the company, with a term of office from the date of deliberation and approval of the company's 2021 annual general meeting to the date of expiration of the term of office of the first board of directors. Ms. Jin Fen does not receive the director's salary during her term of office, but receives the post salary according to her position.
The independent directors expressed their independent opinions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Announcement on the addition of directors. (Announcement No.: 2022024)
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） Deliberated and adopted the proposal on nominating candidates for independent directors of the first board of directors
After careful discussion and deliberation, the directors attending the meeting agreed to nominate Mr. Wang Yunguo as the candidate for independent director of the first board of directors of the company, with a term of office from the date of deliberation and approval of the company's 2021 annual general meeting to the date of expiration of the term of office of the first board of directors. Mr. Wang Yunguo's allowance standard is consistent with that of other independent directors of the first board of directors, that is, he receives a director's allowance of 80000 yuan (before tax) / year during his tenure. The independent directors expressed their independent opinions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Voting result: adopted.
See details published on cninfo.com.cn on the same day Announcement on the addition of directors. (Announcement No.: 2022024)
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Candidates for independent directors shall be reported to Shenzhen stock exchange for filing and approval, and can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection.
（16） Deliberated and passed the proposal on the appointment of deputy general manager
According to the nomination of the general manager of the company, the company appoints Mr. Ao Bo as the deputy general manager of the company, and the term of office is the same as that of the first board of directors of the company.
The independent directors of the company expressed their independent opinions on this proposal.
Voting result: 5 affirmative votes; No negative vote; No abstention;
