Securities code: Pharmaron Beijing Co.Ltd(300759) securities abbreviation: Pharmaron Beijing Co.Ltd(300759) Announcement No.: 2022016 Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Announcement of resolutions of the 14th meeting of the second board of supervisors
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.
1、 Meetings of the board of supervisors
The 14th meeting of the second board of supervisors of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as “the company”) was held by means of communication at 3:30 p.m. on March 25, 2022. The notice of this meeting was sent to all supervisors by e-mail on March 23, 2022. Three supervisors should attend the meeting and three actually attended the meeting. The meeting was presided over by Mr. Kexin Yang, chairman of the board of supervisors, and the Secretary of the board of directors 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 (hereinafter referred to as the “company law”) and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as the “articles of association”). 2、 Deliberation at the meeting of the board of supervisors
The supervisors attending the meeting considered the following proposals by open ballot:
1. Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2. Deliberated and passed the proposal on the financial final accounts report of 2021
Agree to the 2021 annual financial statement prepared by the company.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）”Section x financial report” of the 2021 annual report.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3. The board of supervisors considered and approved the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. The board of supervisors considered that the plan for profit distribution in 2021 formulated by the board of directors met the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and agreed to the plan for profit distribution and conversion of capital reserve into share capital in 2021: it is proposed to take the company’s existing total share capital of 794177098 shares as the base, Cash dividend of 4.5 yuan (including tax) will be distributed for every 10 shares, and cash dividend of 35737969410 yuan (including tax) is expected to be distributed. The remaining undistributed profits will be carried forward and distributed in subsequent years. Give 0 bonus shares and increase 5 shares for every 10 shares to all shareholders with capital reserve. If there are changes due to the listing of new shares, the granting and exercise of equity incentives, share repurchase and other matters during the period from the disclosure of the distribution plan to the implementation, the total distribution amount shall be adjusted based on the total share capital on the equity registration date of the future implementation of the distribution plan and in accordance with the principle of unchanged distribution proportion.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4. The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
According to the identification of major defects in the company’s internal control over financial reporting, the company has no major defects in the internal control over financial reporting on the benchmark date of the self-evaluation report on internal control. According to the identification of major defects in the internal control over non-financial reporting, the company has no major defects in the internal control over non-financial reporting on the benchmark date of the self-evaluation report on internal control. The board of supervisors of the company believes that the company has established a relatively perfect internal control system in accordance with the relevant regulations and requirements of the CSRC and Shenzhen Stock Exchange, followed the basic principles of internal control and combined with its own actual situation, and established necessary internal control measures at the level of main business processes to ensure the normal progress of the company’s production and business activities, protect the safety and integrity of the company’s assets, and there are no major defects Major problems and abnormal events have not adversely affected corporate governance, operation and management and development. The internal control system is implemented effectively, and the self-evaluation of the company’s internal control comprehensively, truly and objectively reflects the situation of the company’s internal control. There is no objection to the self-evaluation report on internal control of the company in 2021 issued by the board of directors.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
5. The proposal on the full text of the company’s 2021 annual report, report summary and 2021 annual performance announcement was deliberated and adopted
After examination, the board of supervisors believes that the annual report 2021, the summary of the annual report 2021 and the annual performance announcement 2021 prepared by the company comply with laws, administrative regulations, the provisions of the CSRC, the Shenzhen Stock Exchange and the stock exchange of Hong Kong. The contents of the report are true, accurate and complete, and there are no false records, misleading statements or major omissions. Approve the contents of the company’s 2021 annual report, report summary and 2021 annual performance announcement, and approve the external disclosure.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Annual report for 2021 and summary of annual report for 2021. The summary of 2021 annual report is also published in the securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）。 Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6. Proposal on the remuneration scheme of the company’s supervisors
The supervisor’s salary received by the supervisor in the company is zero yuan. The expenses related to the supervisors’ participation in the meetings of the board of directors, special committees of the board of directors, meetings of the board of supervisors and general meetings of shareholders shall be borne by the company.
Voting result: all supervisors avoided voting due to conflict of interest.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
7. Through deliberation and approval of the proposal on the company’s employment of domestic financial and internal control audit institutions in 2022, it is agreed that the company will continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s domestic accounting firm in 2022 to audit the company’s 2022 financial statement audit report and internal control audit report prepared in accordance with the Chinese accounting standards for business enterprises for one year.
The domestic audit fee of the company in 2021 is RMB 2.2 million and the internal control audit fee is RMB 460000. The pricing principle of audit fee in 2022 is consistent with that in 2021, which is mainly based on the responsibility of professional services and the degree of professional technology investment, taking into account the experience and level of employees involved, the corresponding charging rate and the working hours invested. The relevant annual audit fees will be submitted by the board of directors of the company to the general meeting of shareholders to authorize the management to determine according to the specific workload and market price level of the audit in 2022.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the proposed renewal of accounting firm.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8. Deliberated and passed the proposal on the company’s employment of overseas accounting firms in 2022
Agree to renew the employment of Ernst & young as the company’s overseas accounting firm in 2022, responsible for auditing the company’s 2022 financial statements prepared in accordance with international financial reporting standards, and the employment period is one year. The company’s overseas audit fee in 2021 is RMB 1.5 million. The pricing principle of audit fees in 2022 is consistent with that in 2021, which is mainly based on the responsibility of professional services and the degree of professional technology investment, and comprehensively considering the experience and level of employees involved in the work, the corresponding charging rate and the working hours invested. The relevant annual audit fees will be submitted by the board of directors of the company to the general meeting of shareholders to authorize the management to determine according to the specific workload and market price level of the audit in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
9. The proposal on the confirmation of daily connected transactions in 2021 was deliberated and adopted
The daily related party transactions in 2021 are to provide R & D services or purchase raw materials to related parties. They are based on the actual needs of the company to maintain normal and sustainable operation and help to expand the economic benefits of the company. Related party transactions are conducted on the basis of fairness and mutual benefit. The price of related party transactions is fair, fair and reasonable. The payment arrangement and settlement method are implemented with reference to the industry recognized standards or contract agreements, which will not damage the interests of the company and shareholders, and will not have a significant impact on the company’s financial status and operating results. We agree to the matter.
Voting results: 3 in favor, 0 against and 0 abstention.
10. The proposal on the prediction of the company’s external guarantee amount in 2022 was deliberated and adopted
According to the prediction made by the company’s financial department, in 2022, the company is expected to provide a guarantee amount of no more than RMB 6.4 billion (including equivalent foreign currency, the same below) to its holding subsidiaries, of which the guarantee amount for companies with asset liability ratio greater than or equal to 70% is RMB 900 million, and the guarantee amount for companies with asset liability ratio less than 70% is RMB 5.5 billion, The guarantee matters and relevant amounts still in the guarantee period under the guarantee of the company in 2021 are not included in the scope of the above expected guarantee amount in 2022. The guarantee situations within the above limit may include: the company provides guarantee for subsidiaries at all levels of the company. Guarantee methods include but are not limited to guarantee, mortgage, pledge, etc. The company can adjust the guarantee amount between qualified guarantee objects (including new subsidiaries in the future) within the above limit according to the actual situation, and the guarantee amount shall not exceed the standard of asset liability ratio exceeding 70%.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the forecast of external guarantee amount in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The company and its subsidiaries intend to use idle self owned funds totaling no more than RMB 4 billion to purchase medium and low-risk financial products in a timely manner.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on using some idle self owned funds to purchase financial products.
Voting results: 3 in favor, 0 against and 0 abstention.
12. The proposal on the confirmation of hedging product transactions in 2021 and the estimation of hedging product transaction amount in 2022 was reviewed and approved
After review, the board of supervisors believes that the company’s foreign exchange hedging business is to make full use of foreign exchange hedging tools to effectively avoid and prevent the risks caused by exchange rate fluctuations. In addition, the company has formulated the management system of financial derivatives trading business, improved relevant internal control systems and taken targeted risk control measures. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the matter.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the forecast of the trading quota of hedging products in 2022
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
13. The proposal on the 2022 A-share restricted stock incentive plan (Draft) and its summary of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. was deliberated and adopted
The board of supervisors held that the contents of the 2022 A-share restricted stock incentive plan (Draft) of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. and its abstract comply with the provisions of the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, normative documents and the articles of association. The implementation of this A-share restricted stock incentive plan will help to further improve the corporate governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, enhance the initiative, enthusiasm and creativity of core managers, middle managers and technical backbone, grass-roots managers and technical personnel, safeguard the interests of the company and shareholders, and achieve the development planning objectives of the company, There is no situation that damages the interests of the company and all shareholders.
See details published on cninfo.com.cn on the same day The 2022 A-share restricted stock incentive plan of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (Draft) and the summary of 2022 A-share restricted stock incentive plan of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (Draft).
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
14. Deliberated and passed the assessment management on the implementation of 2022 A-share restricted stock incentive plan of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
