Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Announcement of resolutions of the 20th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “the company”) the 20th meeting of the 5th board of supervisors was held at 12:00 a.m. on March 25, 2022 in the company’s conference room by on-site and communication, and the meeting notice was delivered by e-mail on March 15, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. Among them, Li Aizhen, chairman of the board of supervisors, and Li Yangbing, supervisor, attended the meeting by means of communication. The number of supervisors attending the meeting met the quorum. The Secretary of the board of directors attended the meeting as nonvoting delegates, which was presided over by Li Aizhen, chairman of the board of supervisors. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
The attending supervisors deliberated and formed the following resolutions:
1、 The meeting approved the work report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual board of supervisors with 3 people agreeing, 0 opposing and 0 abstaining.
The report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
( Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual work report of the board of supervisors is detailed in the information disclosure media: www.cn.info.com.cn.)
2、 The annual report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 and the summary of the report were reviewed and adopted at the meeting with 3 people agreeing, 0 opposing and 0 abstaining.
The board of supervisors believes that after review, the procedures for the preparation and deliberation of the annual report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The board of supervisors did not find that the personnel involved in the preparation and deliberation of the 2021 annual report and summary violated the provisions of the company’s insider registration system and confidentiality agreement.
The report and its summary need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details of the summary of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual report, please refer to the information disclosure media: China Securities News, securities times and www.cn.info.com.cn;
For details of the annual report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021, please refer to the information disclosure media: www.cninfo.com info. com. cn.。）
3、 The meeting approved the profit distribution plan for Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 with 3 people agreeing, 0 opposing and 0 abstaining.
Audited by Daxin Certified Public Accountants (special general partnership), the company realized a net profit of 52832151879 yuan in 2021, of which the net profit attributable to the owner of the parent company was 53372657695 yuan. According to the company law, the articles of association and other relevant provisions, when the company distributes the after tax profits of the current year, it shall withdraw the company’s legal accumulation fund according to 10% of the parent company’s net profit. If the cumulative amount of the company’s legal accumulation fund is more than 50% of the company’s registered capital, it may not be withdrawn; In 2021, the company withdrew 344 Yantai Dongcheng Biochemicals Co.Ltd(002675) 0 yuan of legal accumulation fund, plus 430578744264 yuan of undistributed profit in previous years, and the actual profit available for distribution by investors in this year was 480351330416 yuan. On December 31, 2021, the capital reserve was 193031217573 yuan. On the premise of comprehensively considering the company’s profit prospect, asset status, industry status and market environment, the profit distribution plan for 2021 is proposed as follows:
Based on the total number of 1114816535 shares of the company on December 31, 2021 and the total share capital of 1093589012 shares after deducting 21227523 shares held in the company’s special securities repurchase account, the cash dividend of RMB 4.00 (including tax) is distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 43743560480. The remaining undistributed profits are transferred to subsequent years.
In 2021, the company plans not to convert the reserve fund into share capital or give bonus shares.
Between the disclosure date of the annual report and the equity registration date of the profit distribution plan, if the total number of shares participating in the dividend changes due to share repurchase and other matters, the total share capital of the company after deducting the repurchased shares from the total number of shares on the equity registration date when the future distribution plan is implemented shall be used as the base, and the distribution proportion shall remain unchanged and the total distribution amount shall be adjusted.
The distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
According to relevant regulations, the amount of shares repurchased by the company shall be regarded as the amount of cash dividend, which shall be included in the relevant proportion of cash dividend in the corresponding year. In 2021, the Company repurchased 12070607 shares of the company through centralized bidding trading through the special securities repurchase account, with a total transaction amount of 3277733367 yuan (excluding transaction costs), which is regarded as the amount of cash dividend and included in the relevant proportion of cash dividend in 2021; Accounting for 61.41% of the net profit attributable to the common shareholders of the listed company in the consolidated statements. Therefore, the total cash dividends of the company in 2021 (including other ways) amounted to 76521293847 yuan, accounting for 143.37% of the net profit attributable to the common shareholders of the listed company in the consolidated statements.
The board of supervisors believes that the company’s profit distribution plan for 2021 is in line with the actual development of the company, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board issued by the CSRC The articles of association and the shareholders’ dividend return plan for the next three years fully consider the company’s operation, future development capital needs and the reasonable investment return of shareholders; The plan has been deliberated and adopted at the 26th meeting of the 5th board of directors. The formulation and decision-making procedures comply with the provisions of the company law and the articles of association, and there is no damage to the legitimate rights and interests of minority shareholders. The board of supervisors approved the company’s profit distribution plan for 2021 and submitted it to the general meeting of shareholders for deliberation.
(details of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual profit distribution plan are published in the company’s 2021 annual report, which is detailed in the information disclosure media: www.cn.info.com.cn.)
4、 At the meeting, 3 people agreed, 0 opposed and 0 abstained, and the Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual internal control self-evaluation report was considered and adopted.
The company has established a relatively perfect internal control system. The existing internal control system meets the needs of laws and regulations and the company’s current production and operation, and has been effectively implemented in operation and management. The self-evaluation report on internal control in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 truly, comprehensively and objectively reflects the construction and operation of the company’s internal control system, and the board of supervisors has no objection to the self-evaluation report of the board of directors.
( Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual internal control self evaluation report is detailed in the information disclosure media: www.cn.info.com.cn.)
5、 The special report on the deposit and use of raised funds in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 was deliberated and adopted at the meeting with 3 people agreeing, 0 opposing and 0 abstaining.
During the reporting period, the company deposited and used the raised funds in strict accordance with the provisions and requirements of the Listing Rules of Shenzhen Stock Exchange and the company’s measures for the administration of raised funds. There was no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there was no case of illegal use of the raised funds. The actual investment projects of the company are consistent with the promised investment projects and meet the requirements of relevant laws and regulations. The special report on the storage and use of raised funds in 2021 prepared by the company truthfully reflects the storage and use of the company’s raised funds. (for the special report on the deposit and use of raised funds in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021, see the information disclosure media: China Securities News, securities times and www.cn.info.com.cn.)
6、 At the meeting, 3 people agreed, 0 opposed and 0 abstained, and the proposal on using self owned idle funds to invest in financial products was considered and adopted.
At present, the company operates in good condition and operates normally. On the premise of ensuring liquidity and capital safety, using its own idle funds within RMB 1.5 billion to buy financial products of low-risk short-term financial institutions (including but not limited to banks, trusts, securities companies, etc.) is conducive to improving the efficiency of capital use and obtaining a certain investment income. Necessary procedures have been performed for this decision, and relevant approval and decision-making procedures comply with laws and regulations and the articles of association.
The board of supervisors agrees that the company and its subsidiaries included in the consolidated statements of the company use their own idle funds of less than 1.5 billion yuan to invest in low-risk and short-term financial products of financial institutions. Within the above limit, the funds can be used on a rolling basis, and the term is valid for one year from the date of deliberation and approval by the board of directors.
(see the information disclosure media: China Securities News, securities times and www.cn.info.com.cn for details of the announcement on using its own idle funds to invest in financial products.)
7、 The proposal on Amending the rules of procedure of the board of supervisors was deliberated and adopted at the meeting with 3 people agreeing, 0 opposing and 0 abstaining.
In accordance with the company law, securities law, articles of association and other relevant provisions, and in combination with the actual situation of the company, the rules of procedure of the board of supervisors are revised.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(for details of the rules of procedure of the board of supervisors, please refer to the information disclosure media: www.cn.info.com.cn.) The first, second, third and seventh proposals mentioned above need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. Documents for future reference 1. Resolutions of the board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors; 2. Other documents required by Shenzhen Stock Exchange. It is hereby announced
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) board of supervisors
March 29, 2002
