Securities code: Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) securities abbreviation: Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Announcement No.: 2022017 Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
Announcement of resolutions of the 7th Meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) (hereinafter referred to as "the company") the notice of the seventh meeting of the Fourth Board of directors was sent by telephone, e-mail and personal delivery on March 17, 2022. The meeting was held by means of communication voting on March 28, 2022. Seven directors shall be present at the meeting, and seven directors shall actually be present. The meeting was presided over by Mr. Lou Jing, chairman of the board of directors. The convening and convening procedures of the meeting, the qualifications of participants and the procedures for discussion and voting were in accordance with the company law of the people's Republic of China and the articles of association of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. The resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on the work report of the board of directors in 2021 was considered and adopted
The board of Directors believes that the work report of the board of directors truly reflects the work of the board of directors during the reporting period. In 2021, in strict accordance with the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other relevant provisions, the board of directors earnestly performed its duties, strictly implemented the resolutions of the general meeting of shareholders, actively promoted the implementation of the resolutions of the board of directors, and constantly standardized the corporate governance structure of the company, Ensure the scientific decision-making and standardized operation of the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the company's 2021 annual general manager's work report was deliberated and adopted
In 2021, the general manager led the company's employees, coordinated the work of various departments, performed their duties diligently, protected the company's shareholders' rights and interests, the company's interests and the legitimate rights and interests of employees, and promoted the standardized operation of the company. The board of Directors believes that the general manager's work report truly reflects the general manager's work during the reporting period. The board of directors agreed to adopt its work report.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the proposal on the company's financial statement report for 2021 was deliberated and adopted. The voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) the proposal on the company's financial budget report for 2022 was considered and adopted. The voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the proposal on the company's 2021 annual report and summary was reviewed and approved. After review, the board of directors considered that the preparation and review procedures of the company's 2021 annual report were in line with relevant laws and regulations, the articles of association and other internal rules and regulations; The content and format of the company's 2021 annual report comply with relevant regulations and fairly reflect the company's financial status and operating results in 2021; During the preparation of the annual report, it is not found that the personnel of the company participating in the preparation and deliberation of the annual report have violated the confidentiality provisions; All members of the board of directors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the 2021 annual report of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. and the 2021 annual report summary of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. of the designated media.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the proposal on the renewal of the company's 2022 audit institution was deliberated and adopted. Ernst & Young Huaming Certified Public Accountants (special general partnership) followed the independent audit standards for Chinese certified public accountants, diligently and impartially expressed audit opinions, reflecting good professional norms and ethics. Agree to renew the appointment of Ernst & Young Huaming as an accounting firm in 2022, responsible for auditing the financial statements of the company in 2022 prepared in accordance with the Chinese accounting standards for business enterprises, with a term of one year, and submit to the general meeting of shareholders to authorize the board of directors and its authorized persons to fully deal with the signing of relevant contracts with Ernst & Young Huaming. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on renewing the appointment of accounting firms (Announcement No.: 2022021) of the designated media. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) the proposal on the company's annual profit distribution plan in 2021 was reviewed and approved
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 1805851156 yuan (consolidated statement), and the net profit of the parent company was 5693317114 yuan. In 2021, no cash dividends, bonus shares, capital stock will be transferred from accumulation fund, and undistributed profits will be carried forward to the next year. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on the company's annual profit distribution plan in 2021 (Announcement No.: 2022019) of the designated media.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) the proposal on Directors' remuneration of the company in 2022 was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the proposal on the company's 2022 senior management compensation plan was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
(x) the special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day And the special report on the deposit and actual use of the company's raised funds in 2021 (Announcement No.: 2022020).
Voting results: 7 in favor, 0 against and 0 abstention.
（11） The proposal on the 2021 annual performance report of the audit committee of the company was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day The company's 2021 performance report of the audit committee. Voting results: 7 in favor, 0 against and 0 abstention.
（12） The proposal on the company's report on the work of independent directors in 2021 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
（13） The proposal on the company's environmental, social and corporate governance report in 2021 was considered and adopted
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The company's 2021 environmental, social and corporate governance report. Voting results: 7 in favor, 0 against and 0 abstention.
（14） The proposal on the company's internal control evaluation report in 2021 was reviewed and passed
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The company's 2021 annual internal control evaluation report.
Voting results: 7 in favor, 0 against and 0 abstention.
（15） The proposal on convening the 2021 annual general meeting of shareholders was deliberated and passed. After deliberation, the company plans to propose to convene the 2021 annual general meeting of shareholders, and the time of the meeting will be notified separately.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. board of directors March 29, 2022
