Securities code: Chongqing Lummy Pharmaceutical Co.Ltd(300006) securities abbreviation: Chongqing Lummy Pharmaceutical Co.Ltd(300006) Announcement No.: 2022008 Chongqing Lummy Pharmaceutical Co.Ltd(300006)
Announcement on the resolution of the 22nd Meeting of the 5th 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.
The office of the board of directors of Chongqing Lummy Pharmaceutical Co.Ltd(300006) (hereinafter referred to as “the company”) served the notice of convening the 22nd Meeting of the 5th board of directors to all directors by means of communication on March 14, 2022. The meeting was held at 15:00 p.m. on March 24, 2022 in the conference room on the 13th floor of the company’s headquarters in the combination of on-site meeting and communication voting. There are 8 directors who should attend the meeting and 8 actually attended the meeting. All supervisors, senior managers and representatives of the recommendation institution of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China, the articles of association and relevant laws and regulations. The meeting was presided over by Mr. Liang Jiansheng, chairman of the company. The following resolutions were formed after the deliberation and written voting of the directors present at the meeting one by one:
1、 The work report of the board of directors in 2021 was reviewed and adopted
Mr. Chen Xujiang, Mr. Chen Geng and Ms. Li Changbi, the independent 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.
The work report of the board of directors in 2021 is detailed in the relevant contents of the company’s annual report in 2021, and the work report of independent directors in 2021 is detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting results: 8 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.
2、 The general manager’s work report for 2021 was reviewed and adopted
The report truly and objectively reflects the overall operation of the company in 2021; The management of the company effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, ensuring the stable and healthy development of the company. Voting results: 8 in favor, 0 against and 0 abstention.
3、 The proposal on 2021 annual report and summary was deliberated and adopted
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed annual report 2021 and summary of annual report 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
The company’s 2021 annual report needs to be submitted to the company’s 2021 annual general meeting for deliberation.
4、 The proposal on the financial final accounts report of 2021 was deliberated and adopted
In 2021, the company realized a total operating income of 1225224200 yuan, a year-on-year decrease of 22.63%; Operating profit -701417 million yuan, net profit -1059373 million yuan; The total assets are 29267739 million yuan, including 17269953 million yuan of current assets and 11997787 million yuan of non current assets; The total liabilities are 714647200 yuan; The owner’s equity is 2212126700 yuan, of which the owner’s equity attributable to the parent company is 2156345400 yuan.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed financial final accounts report of 2021.
Voting results: 8 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.
5、 The proposal on the provision for asset impairment in 2021 was reviewed and approved
The company’s provision for asset impairment this time complies with the accounting standards for business enterprises and other relevant provisions, and fairly reflects the company’s financial situation, asset value and operating results.
The independent directors expressed their agreed independent opinions on the matter.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on the provision for asset impairment in 2021 and other matters disclosed.
Voting results: 8 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.
6、 The proposal on renewing the appointment of accounting firms was deliberated and adopted
With the prior approval of the company’s independent directors and the approval of the audit committee of the board of directors, in order to maintain the continuity of the audit work, Sichuan Huaxin (Group) Certified Public Accountants (special general partnership) is agreed to continue to be the company’s accounting firm in 2022 for one year. The audit fee in 2022 is expected to be 870000 yuan. The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on renewing the appointment of accounting firms disclosed.
Voting results: 8 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.
According to the audit report issued by Sichuan Huaxin (Group) accounting firm (special general partnership), the parent company realized a net profit of 195785 million yuan in 2021. After withdrawing 0 yuan of legal surplus reserve, plus the undistributed profit at the beginning of the year of -277736400 yuan and the investment profit of other equity instruments of 133295 million yuan, the profit available for distribution to shareholders was -2448285 million yuan.
In view of the negative value of the company’s profit available for distribution to shareholders in 2021, which does not meet the conditions for cash dividends in the shareholder dividend return plan for the next three years (20212023) formulated by the company, and in combination with the current capital situation and actual business needs of the company, the profit distribution plan for 2021 is proposed as follows: no cash dividends, no bonus shares, and no capital reserve converted into share capital.
The independent directors expressed their agreed independent opinions on the matter.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Special instructions on the company’s intention not to make profit distribution in 2021 disclosed.
Voting results: 8 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.
8、 The proposal on submitting to the general meeting of shareholders to authorize the board of directors to approve the guarantee for subsidiaries was reviewed and approved. In order to successfully implement the company’s overall business plan in 2022 and meet the company’s capital needs, the company plans to submit to the general meeting of shareholders to authorize the board of directors to approve the authority for the guarantee for subsidiaries. The details are as follows:
1. The company will provide guarantee for the financing credit of its holding subsidiaries (including wholly-owned subsidiaries) Chongqing Laimei Pharmaceutical Co., Ltd., Hunan Kangyuan Pharmaceutical Co., Ltd., Laimei (Hong Kong) Co., Ltd., Chongqing Laimei Longyu Pharmaceutical Co., Ltd., Tibet Laimei Deji Pharmaceutical Co., Ltd. and Sichuan Yingrui Pharmaceutical Technology Co., Ltd. in the next 12 months. The cumulative guarantee limit is expected to not exceed 30% of the company’s total assets audited in the latest period, The above guarantees include all guarantees that need to be submitted to the general meeting of shareholders for approval as stipulated in the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association.
2. On the premise that the general meeting of shareholders approves the above guarantee matters, the company plans to submit to the general meeting of shareholders to authorize the board of directors of the company to approve the specific matters of providing guarantee to subsidiaries within the above limit, including appropriately adjusting the guarantee object, guarantee amount and financing institution according to the actual financing needs of each holding subsidiary (including wholly-owned subsidiaries). The independent directors expressed their agreed independent opinions on the matter.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on submitting to the general meeting of shareholders to authorize the board of directors to approve the guarantee for subsidiaries disclosed.
Voting results: 8 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.
9、 The proposal on the evaluation report of internal control in 2021 was considered and adopted
The company issued the 2021 annual internal control evaluation report. The independent directors of the company gave their independent opinions on the internal control evaluation report, and the recommendation institution gave its verification opinions on the matter.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）2021 internal control evaluation report and relevant announcements disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
10、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and adopted. According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies The company issued the special report on the deposit and actual use of raised funds in 2021 in accordance with the relevant provisions of Shenzhen Stock Exchange GEM listed companies’ self regulatory guidelines No. 2 announcement format: No. 21 special report format on the annual deposit and use of raised funds of listed companies and No. 2 self regulatory guidelines for listed companies – standardized operation of GEM listed companies, It is considered that the storage and use of the company’s raised funds in 2021 comply with the provisions of relevant laws, regulations and normative documents. The company has timely disclosed the storage and use of the raised funds as required, and there are no violations in the use and management of the raised funds.
The independent directors gave their agreed independent opinions on the matter, the sponsor issued special verification opinions on the matter, and Sichuan Huaxin (Group) Certified Public Accountants (special general partnership) issued the assurance report on the deposit and use of raised funds in 2021.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 and relevant announcements.
Voting results: 8 in favor, 0 against and 0 abstention.
11、 The proposal on applying to China Merchants Bank Co.Ltd(600036) for financing credit was deliberated and passed. It was agreed that the company would apply to China Merchants Bank Co.Ltd(600036) for a comprehensive credit line of 200 million yuan. The way of line guarantee: the company’s wholly-owned subsidiary Chongqing Laimei Longyu Pharmaceutical Co., Ltd. provided mortgage guarantee for the industrial property located in Changshou District, Chongqing, and the company’s wholly-owned subsidiary Chongqing Laimei Longyu Pharmaceutical Co., Ltd. provided pledge guarantee for 100% equity; The credit term is three years, and the specific contents shall be subject to the business contract signed by both parties.
Voting results: 8 in favor, 0 against and 0 abstention.
12、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The company decided to hold the 2021 annual general meeting of shareholders at 15:30 on Friday, April 15, 2022.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders disclosed.
Voting results: 8 in favor, 0 against and 0 abstention.
It is hereby announced.
Chongqing Lummy Pharmaceutical Co.Ltd(300006) board of directors March 25, 2022
