Stock Code: Yunnan Baiyao Group Co.Ltd(000538) stock abbreviation: Yunnan Baiyao Group Co.Ltd(000538) Announcement No.: 202217 Yunnan Baiyao Group Co.Ltd(000538)
Announcement on the resolution of the fourth meeting of the ninth board of directors in 2022
The company and all members of its board of directors 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 fourth meeting of the ninth board of directors in 2022 (hereinafter referred to as “the meeting”) was held on March 24, 2022 in the conference room of the company’s headquarters by means of on-site combined with communication voting. The notice of the meeting was sent in writing, e-mail or fax on March 14, 2022, and 9 directors should attend, 9 directors actually attended the meeting (including 7 directors attending the meeting, Mr. Dai Yang, independent director and Mr. Liu Guoen, independent director attended the meeting by video and expressed their opinions, and voted by means of communication voting). The supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting met the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the meeting was legal and effective.
The meeting was presided over by Mr. Wang Minghui, chairman of the company. After full discussion, the following resolutions were adopted at the meeting:
1、 Deliberated and adopted the work report of the board of directors in 2021
For details, please refer to “section III Management Discussion and analysis”, “section IV corporate governance” and “section VI important matters” in the company’s online announcement 2021 annual report on cninfo on the same day (website: http://www.cn.info.com.cn. ）。
Voting results: 9 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、 Deliberated and adopted the report on the work of the management in 2021
For details, please refer to “section III Management Discussion and analysis”, “section IV corporate governance” and “section VI important matters” in the company’s online announcement 2021 annual report on cninfo on the same day (website: http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
3、 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: 9 in favor, 0 against and 0 abstention.
4、 Deliberated and adopted the self-evaluation report on internal control in 2021
For details, please refer to the company’s announcement of 2021 internal control self-evaluation report (website: http://www.cn.info.com.cn. ）。
The independent directors of the company expressed independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 Deliberating and adopting the annual report for 2021 and its summary
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: 9 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、 Deliberated and adopted the financial final accounts report of 2021
As of December 31, 2021, the company achieved an operating revenue of 3637392 million yuan, a year-on-year increase of 11.09%. The net profit attributable to shareholders of listed companies was 280362 million yuan, a year-on-year decrease of 49.17%, deducting non net profit of 333863 million yuan, a year-on-year increase of 15.17%.
Voting results: 9 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、 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 dividend plan meets the requirements of relevant accounting standards for business enterprises and relevant policies.
The independent directors of the company expressed independent opinions on this proposal.
Voting results: 9 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 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: 9 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 paying audit fees (including internal control audit) of China audit Zhonghuan certified public accountants in 2021 was reviewed and approved
According to the audit services provided by Zhongshen Zhonghuan certified public accountants, it is suggested that the audit remuneration of 2021 annual report is 1.34 million yuan and the audit remuneration of internal control is 560000 yuan, a total of 1.9 million yuan.
Voting results: 9 in favor, 0 against and 0 abstention.
10、 The proposal on the special audit report of the accounting firm on the summary of non operating capital occupation and other related capital transactions of the company’s related parties in 2021 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. ）。
The independent directors of the company made a special explanation on this proposal and expressed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
11、 Deliberated and passed the proposal on the expected daily connected transactions in 2022
Related matters of this proposal involve related party transactions, and related director Li Shuangyou avoided voting on this proposal. The independent directors of the company approved and explained the proposal in advance and expressed independent opinions.
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: 8 in favor, 0 against and 0 abstention.
12、 Deliberated and passed the proposal on the implementation of the management measures for remuneration and assessment of core personnel such as directors, supervisors and senior managers in 2021
According to the management measures for remuneration and assessment of directors, supervisors and other core personnel of the company (hereinafter referred to as the “measures for remuneration assessment of directors and supervisors”) deliberated and adopted at the third extraordinary general meeting of shareholders in 2019 held on October 29, 2019, And the management measures for remuneration and assessment of senior managers (hereinafter referred to as the “measures for remuneration and assessment of senior managers”) deliberated and adopted at the second meeting of the ninth board of directors in 2019 held on August 27, 2019, and according to the standards issued by China audit Zhonghuan certified public accountants, see the audit report. The net profit of the company in 2021 was 279634 million yuan, a decrease of 2714.7 million yuan compared with 551104 million yuan in 2020, The increase was – 49.26%.
Based on the provisions of the measures for the assessment of the remuneration of directors and supervisors and the measures for the assessment of the remuneration of senior executives, the performance assessment conditions of the company’s directors, supervisors and other core personnel and senior managers have not been achieved. Therefore, it is suggested that the short-term incentive plan in 2021 and the withdrawal of incentive fund in 2021 should not be implemented.
The independent directors of the company expressed independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
13、 The proposal on the organizational structure plan of the company in 2022 was deliberated and adopted
Facing a brand-new mission and vision, the company needs continuous iteration and innovation, actively layout the second growth curve on the basis of consolidating the existing business, and realize the leap iteration from product manufacturer to comprehensive solution provider. The company helps the company take off in the future from the aspects of organizational structure design, allocation of operation and management team, business integration and optimization, optimizes and improves the organizational structure, and determines the organizational structure of the group in 2022, as follows:
1. Industrial sector and Innovation Incubation Platform
While the industry sector continues to consolidate its existing business, it actively expands the growth curve.
The Innovation Incubation Platform focuses on the strategic track, constructs the ecological mode of product + service, and focuses on the layout of the second growth curve. Namely: create a new technology driven R & D platform; Build a business BU with user solutions as the core; Comprehensive and systematic construction of investment pipeline.
2. Functional support platform and shared service platform
Lead, supervise, serve and empower, emphasize service and control, reorganize and improve the core key functions of the headquarters, and help the incubation support of new businesses and standardized services with stock businesses. Focus on the rational allocation of resources, guide and supervise the compliance operation of the group.
Voting results: 9 in favor, 0 against and 0 abstention.
14、 The proposal on the authorization of the board of directors to the group office meeting was deliberated and adopted
In combination with the actual situation of the company, the board of directors authorizes the decision-making authority of the group office meeting as follows:
1. For foreign investment (including but not limited to equity investment, project investment, etc.), purchase or sale of assets and other matters in accordance with the law, the transaction amount (including debts and expenses) of the transaction accounts for less than 5% (including) of the company’s latest audited net assets, which shall be implemented after being approved by the group office meeting. Within the authorization period, the cumulative authorized amount shall not exceed 5% (inclusive) of the latest audited net assets. If related transactions involve related party transactions, they shall be excluded from the authorized amount and perform the decision-making procedures in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
2. For the external donation in accordance with the law, ① the external donation projects with a single amount of less than 5 million yuan (inclusive) shall be implemented after being approved by the group office meeting; For external donation projects implemented by stages and batches, the approval authority shall be determined by the total amount of stages and batches (the same below); The cumulative amount of authorization within the authorization period shall not exceed RMB 50 million (including); ② For external donation projects with a single amount of more than 5 million yuan (excluding) and a cumulative amount of more than 50 million yuan (excluding) within the authorization period, the group office will propose a donation plan and implement it after being approved by the board of directors.
The authorization period is one year and shall be implemented from the date of deliberation and approval by the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
15、 Deliberated and adopted the proposal on Amending the rules of procedure of the group office meeting
In accordance with the company law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, and in accordance with the authorization of the board of directors of the company to the group office meeting, the contents of chapters I, III, VI and VII of the rules of procedure of Yunnan Baiyao Group Co.Ltd(000538) office meeting are revised.
For details, see the company’s website on cninfo on the same day (website: http://www.cn.info.com.cn. ）Disclosed rules of procedure of Yunnan Baiyao Group Co.Ltd(000538) office meeting.
Voting results: 9 in favor, 0 against and 0 abstention.
16、 Deliberated and passed the proposal on revising some management systems of the company
In accordance with the provisions of the securities law, the standards for the governance of listed companies, the measures for the administration of information disclosure of listed companies (revised in 2021), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 – management of information disclosure Affairs (revised in 2022), in order to standardize the performance of the company’s information disclosure obligations and strengthen the management of information disclosure affairs, Improve the quality of information disclosure, protect the legitimate rights and interests of the company and shareholders, and revise some management systems of the company in combination with the articles of association and the actual situation of the company. The specific revised systems are as follows:
1. Yunnan Baiyao Group Co.Ltd(000538) information disclosure management system;
2. Yunnan Baiyao Group Co.Ltd(000538) major information internal reporting system;
3. Yunnan Baiyao Group Co.Ltd(000538) insider registration management system.
The above three systems shall come into force upon deliberation and approval by the board of directors of the company, and the corresponding systems originally issued in 2007 and 2010 shall be abolished
