Securities code: Pharmaron Beijing Co.Ltd(300759) securities abbreviation: Pharmaron Beijing Co.Ltd(300759) Announcement No.: 2022015 Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Announcement of resolutions of the 18th meeting of the second 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
The 18th meeting of the second board of directors 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 2:45 p.m. on March 25, 2022. The notice of the meeting and meeting materials were sent to all directors by e-mail on March 11, 2022. There are 11 directors who should attend the meeting and 11 actually attended the meeting (including 1 Director entrusted to attend). Mr. Dai Lixin failed to attend the meeting in person due to epidemic control and authorized Mr. Yu Jian, an independent non-executive director, to vote on his behalf. The meeting was presided over by the chairman, Mr. Boliang Lou, and some supervisors and senior managers 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 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、 Deliberations of the board meeting
The directors attending the meeting considered and passed the following proposals by open ballot:
1. Deliberated and adopted the proposal on the work report of the board of directors 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 directors in 2021.
Voting results: 11 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 work report of the general manager in 2021
On behalf of the management of the company, Mr. Boliang Lou, the general manager of the company, reported the operation and management of the company in 2021 to the board of directors and submitted the work report of the general manager in 2021 to the board of directors. The directors of the company listened carefully to the report and believed that the operation and management of the company in 2021 effectively implemented the resolutions of the general meeting of shareholders and the board of directors, the work report objectively and truly reflected the production and operation activities of the company in 2021, and completed the business objectives in 2021 as planned.
Voting results: 11 in favor, 0 against and 0 abstention.
3. Deliberated and passed the proposal on the financial final accounts report of 2021
The board of directors considered that the company’s 2021 financial statement objectively and truly reflected the company’s financial situation, operating results and cash flow in 2021, and considered and adopted the proposal on 2021 financial statement.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant contents of “section x financial report” of 2021 annual report.
Voting results: 11 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 plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), the company realized a net profit of 166102856753 yuan attributable to the shareholders of the listed company and 130154118600 yuan attributable to the parent company in 2021. According to the relevant provisions of the company law of the people’s Republic of China and the articles of association, after taking the company’s net profit as the base and withdrawing 10% of the statutory surplus reserve, as of December 31, 2021, the accumulated profit available for distribution to shareholders in the statements of the company’s parent company is 256412081038 yuan; As of December 31, 2021, the accumulated profit available for distribution to shareholders in the company’s consolidated statements was 322177498234 yuan. According to the lower principle, the accumulated profit available for distribution to shareholders this year is 256412081038 yuan.
The profit distribution plan for 2021 is as follows: Based on the company’s existing total share capital of 794177098 shares, it is proposed to distribute cash dividends of 4.5 yuan (including tax) for every 10 shares, and it is expected to distribute cash dividends of 35737969410 yuan (including tax). The remaining undistributed profits will be carried forward for annual distribution in the future. 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.
The board of directors of the company believes that the plan fully considers the reasonable demands and interests of the majority of investors, conforms to the company’s development strategy and will not have an adverse impact on the stability of the company’s performance. The distribution plan complies with the provisions of relevant laws, regulations and the articles of Association, and has legitimacy, compliance and rationality. It agrees with the plan for profit distribution and conversion of capital reserve into share capital.
The independent directors have given explicit consent to this proposal. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5. The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
The board of Directors believes that 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, and the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control self-evaluation report. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the benchmark date of the self-evaluation report of internal control to the date of issuance of the self-evaluation report of internal control.
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.
The independent directors and the sponsor have given explicit consent to this proposal, and Ernst & Young Huaming Certified Public Accountants (special general partnership) has issued the internal control audit report. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 11 in favor, 0 against and 0 abstention.
6. The proposal on the full text of the company’s 2021 annual report, report summary and 2021 annual performance announcement was deliberated and adopted
The board of Directors 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: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
7. Proposal on the remuneration scheme of the company’s directors
The chairman and directors (except independent directors) receive a director’s salary of zero yuan in the company. The independent non-executive director received an annual salary of 300000 yuan in the company in 2022, which was paid on a monthly basis, and the income tax was withheld and remitted by the company.
The independent directors have given explicit consent to this proposal. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: all directors avoided voting due to conflict of interest.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8. Deliberated and passed the proposal on the remuneration scheme of the company’s senior managers
The remuneration of senior managers of the company is determined according to the position of senior managers and with reference to the salary level of the same industry, which is in line with the principles of fairness, impartiality and fairness. The board of Directors believes that the company’s annual salary and bonus arrangements meet the company’s needs for long-term development and stability.
The independent directors have given explicit consent to this proposal. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Boliang Lou, Mr. Lou Xiaoqiang and Ms. Zheng Bei, the related directors related to the interests of this proposal, have avoided voting.
9. After deliberation and approval of the proposal on the company’s employment of domestic financial and internal control audit institutions in 2022, the board of directors plans to continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s domestic financial and internal control audit institution in 2022 for one year. The domestic financial 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 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.
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 employment of domestic financial and internal control audit institutions in 2022.
This proposal has been approved and explicitly agreed by independent directors in advance. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
10. Deliberated and passed the proposal on the company’s employment of overseas accounting firms in 2022
The board of directors plans to continue to employ Ernst & young as the company’s overseas accounting firm in 2022 to audit the company’s 2022 financial statements prepared in accordance with international financial reporting standards for a period of 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.
This proposal has been approved and explicitly agreed by independent directors in advance. For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 11 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
11. The proposal on the confirmation of daily connected transactions in 2021 was deliberated and adopted
The board of Directors believes that the actual amount of daily connected transactions of the company in 2021 is different from the expected amount, which is in line with the actual situation of the company. The company has signed relevant agreements with related parties. When estimating the annual daily related party transactions, it is generally estimated according to the upper limit of the amount of possible related party transactions according to the market conditions. However, the occurrence of daily related party transactions with related parties will be different from the expected situation based on the actual market demand and business development.
Related directors Mr. Boliang Lou, Mr. Lou Xiaoqiang, Ms. Zheng Bei and Mr. Zhou Hongbin avoided voting on this motion.
Voting results: 7 in favor, 0 against and 0 abstention.
12. The proposal on applying for credit line from non affiliated financial institutions in 2022 was deliberated and adopted
In order to meet the needs of the company and its subsidiaries for future operation and development, according to the prediction made by the company’s financial department, the company and its subsidiaries at all levels intend to apply for a total credit line of no more than RMB 9.5 billion (including equivalent foreign currency, the same below) from several non related party financial institutions in 2022 (including the renewal after the expiration of the original bank credit agreement)
