Stock Code: Yunnan Baiyao Group Co.Ltd(000538) stock abbreviation: Yunnan Baiyao Group Co.Ltd(000538) Announcement No.: 202218 Yunnan Baiyao Group Co.Ltd(000538)
Announcement of resolutions of the first meeting of the ninth board of supervisors in 2022
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as "the company" or " Yunnan Baiyao Group Co.Ltd(000538) ") the first meeting of the ninth board of supervisors in 2022 (hereinafter referred to as "the meeting") was held on site in the conference room of the company's headquarters on March 24, 2022. The notice of the meeting was sent in writing, e-mail or fax on March 14, 2022. The board of supervisors should attend 5 people, and 5 supervisors personally attended and authorized to attend. Wu Qun, the supervisor, failed to attend the meeting in person due to work reasons, and authorized you Guanghui, the chairman of the board of supervisors, to attend and exercise voting rights on his behalf. The number of votes effectively exercised at the meeting was 5. The convening and convening procedures of the meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association, and the meeting is legal and effective.
The meeting was presided over by you Guanghui, chairman of the board of supervisors. The supervisors attending the meeting carefully considered the following topics and proposals and formed the following resolutions:
1、 Deliberated and adopted the work report of the board of supervisors in 2021
For details, please refer to the company's announcement of 2021 work report of the board of supervisors (website: http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention
2、 Deliberated and adopted the 2021 social responsibility report and ESG (environmental, social and Governance) report.
For details, please refer to the announcement of 2021 social responsibility report and ESG (environmental, social and Governance) report (website: http://www.cn.info.com.cn. ） 。 Voting results: 5 in favor, 0 against and 0 abstention
3、 The self-evaluation report on internal control in 2021 was reviewed and approved, and the following opinions were expressed: the company has established a relatively perfect internal control system in accordance with the guidelines on internal control of Listed Companies in Shenzhen Stock Exchange and the requirements of relevant laws, regulations and normative documents, which meets the requirements of relevant national laws and regulations and the actual needs of the company's production and operation management, and the company's internal control audit and relevant personnel are in place, It ensures the effective supervision and implementation of the company's internal control system.
In 2021, according to the production, operation and management, the company will further optimize some internal institutional functions to make the company's organizational structure more suitable for the development of modern enterprises. Adhering to and following the principles of adaptability and importance of the internal control system, the company timely updates and improves the internal control system during the year, regularly carries out internal control evaluation and daily supervises the implementation of internal control based on comprehensive risk management, so as to effectively improve the level of enterprise operation and management.
The board of supervisors paid continuous attention to the operation of the company's internal control and conducted inspection and supervision. It believed that the company's internal control system played a good role in risk prevention and control in all links of operation and management. The company's 2021 internal control self-evaluation report truly and objectively reflected the construction and operation of the company's internal control system, and no major defects and abnormalities of internal control were found in the inspection. The overall evaluation of the company's internal control in the self-evaluation of the company's internal control is objective, complete and true.
Voting results: 5 in favor, 0 against and 0 abstention
For details, please refer to the 2021 internal control evaluation report (website: http://www.cn.info.com.cn. ）。
4、 The 2021 annual report and its summary of the company were reviewed and approved, and the following opinions were expressed: 1. The preparation and review procedures of the 2021 annual report of the company comply with the provisions of the company law, the securities law, the articles of association and other relevant laws and regulations as well as the rules and regulations of the company;
2. The content and format of the 2021 annual report comply with the provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, and the information contained can truly reflect the company's operation and financial status in 2021 from all aspects;
3. Before putting forward this opinion, the board of supervisors did not find that the personnel involved in the preparation and deliberation of the annual report had violated the confidentiality provisions.
For details, please refer to the company's announcement of 2021 annual report and 2021 annual report summary (website: http://www.cn.info.com.cn. ）。
Voting results: 5 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、 Deliberated and adopted the financial final accounts report of 2021
Voting results: 5 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、 Reviewed and approved the profit distribution plan for 2021
The company plans to distribute cash dividends of 16 yuan (including tax) to all shareholders for every 10 shares and 4 bonus shares (including tax) for every 10 shares, without converting capital reserve into share capital. According to the distribution proportion of this plan, the total distribution amount will be finally determined based on the total share capital on the equity registration date when the distribution plan is implemented in the future. The remaining undistributed profits are reserved for distribution in subsequent years.
From the date of disclosure of the company's profit distribution plan to the date of equity distribution equity registration, if the total amount of shares entitled to profit distribution of the company changes due to the issuance of new shares, equity incentive exercise, convertible bonds into shares, share repurchase and other reasons, the company will adjust the total amount of dividends accordingly according to the principle of unchanged distribution proportion per share. The plan complies with the relevant accounting standards and policies of the enterprise. Voting results: 5 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.
7、 Deliberated and adopted the financial budget report for 2022
In 2022, Yunnan Baiyao Group Co.Ltd(000538) will closely focus on the strategy of "new Baiyao and great health", continue to adhere to the long-term principle, take "protecting life and health" as the mission, deeply cultivate the main business, extend other tracks, adhere to the internal quality, be simple and true, constantly innovate, enrich the stock, develop increment and find variables on the selected strategic tracks.
Main indicators of 2022 budget: the net profit is expected to be no less than that of the same period of last year.
Special note: this budget aims to clarify the company's operation and internal management control objectives, and does not represent the company's profit forecast in 2022, let alone the commitment to investors.
Whether the budget data can be realized depends on many factors such as the macroeconomic environment, market conditions, industry development and the efforts of the company's management team. There is great uncertainty. Please pay special attention to it.
Voting results: 5 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、 Deliberated and passed the proposal on the expected daily connected transactions in 2022
Matters related to this proposal involve related party transactions, and Wu Qun, a related supervisor, avoided voting on this proposal. For details, please refer to the announcement on the forecast of daily connected transactions in 2022 (website: http://www.cn.info.com.cn. ）。
Voting results: 4 in favor, 0 against and 0 abstention
9、 The proposal on the special audit report on the accounting firm's occupation of non operating funds and other related capital transactions of the company's related parties was reviewed and approved
For details, please refer to the special audit report on the summary of Yunnan Baiyao Group Co.Ltd(000538) non operating capital occupation and other related capital transactions (website: http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention
It is hereby announced
Yunnan Baiyao Group Co.Ltd(000538) board of supervisors
March 24, 2022
