Securities code: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) securities abbreviation: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) No.: 2022021 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Announcement on the resolutions of the 26th meeting of the 5th 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.
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as "the company") the 26th meeting of the 5th board of directors was held at 10 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 9 directors who should attend the meeting and 9 actually attended the meeting, including Chairman Ye Chenghai, director Ye Yuyun, director Yang Ling, independent director Zhu Houjia, independent director Liu laiping and independent director Wang Xuegong. The number of directors attending the meeting met the quorum. All supervisors and some senior managers attended the meeting as nonvoting delegates, among which Li Aizhen, chairman of the board of supervisors and Li Yangbing, supervisor, attended the meeting by means of communication. Elected by more than half of the directors, the meeting was presided over by the director Mr. Ye Yuxiang. The meeting was held in accordance with the company law and other relevant laws and regulations and the articles of association.
The directors present at the meeting deliberated and formed the following resolutions:
1、 At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual general manager's work report was deliberated and adopted.
The general manager reported the operation of the company in 2021 to the board of directors and made a statement on the future development plan. The board of directors considered and approved the report.
2、 The meeting approved the work report of the board of directors in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 by 9, 0 against and 0 abstained.
The report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company's current independent directors Zhu Houjia, Liu laiping and Wang Xuegong, and the outgoing independent directors he Suying and Zhang Meng will submit the report on the work of independent directors in 2021 to the board of directors and will report on their work at the company's 2021 annual general meeting of shareholders.
(the contents of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual report on the work of the board of directors are detailed in the chapter "section III, management discussion and analysis" of the company's 2021 annual report, and the 2021 annual report and 2021 annual report on the work of independent directors are detailed in the information disclosure media: http://www.cn.info.com.cn.)
3、 The annual report for Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 and the summary of the report were reviewed and adopted by 9 people in favor, 0 against and 0 abstaining.
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.。）
4、 The meeting approved the profit distribution plan for Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 by 9, 0 against 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 as of 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 company
Shareholders distribute cash dividends of RMB 4.00 (including tax) for every 10 shares, with a total of RMB 43743560480 distributed, and 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 above profit distribution plan meets the requirements of the company law, the articles of association, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the company's shareholder dividend return plan for the next three years and other relevant regulations. The proportion of cash dividends in this profit distribution reaches 100%, which is in line with the profit distribution policy and shareholder return plan determined by the company, and comprehensively considers the company's development stage Future capital demand and other factors will not have a significant impact on the company's operating cash flow, nor affect the company's normal operation and long-term development. There is no significant difference from the average level of Listed Companies in the company's industry, which is legal and compliant.
The independent directors approved the company's profit distribution plan for 2021 in advance and expressed independent opinions as follows:
The company's profit distribution plan for 2021 comprehensively considers the company's development strategy, profit prospect, future capital use demand, asset status, market environment, shareholder return planning and other factors, which is in line with the actual situation of the company and the notice on matters related to the further implementation of cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC The provisions and requirements of the articles of association and the shareholders' dividend return plan for the next three years are conducive to the healthy and sustainable development of the company, in line with the interests of the company and all shareholders, and there is no damage to the rights and interests of the company's shareholders, especially the minority shareholders; The relevant decision-making mechanism and deliberation procedures comply with the provisions of the articles of association and relevant laws and regulations. The relevant plans have been disclosed through the disclosure media designated by the company. It is agreed that the profit distribution plan for 2021 proposed by the company shall be submitted to the general meeting of shareholders for deliberation. (the details of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual profit distribution plan are published in the company's 2021 annual report, 2021 annual report and the independent opinions of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) independent directors on relevant matters of the company. See the information disclosure media: http://www.cn.info.com.cn.)
5、 At the meeting, 9 people agreed, 0 opposed and 0 abstained (relevant people avoided voting), and the proposal on the performance salary of the company's senior managers in 2021 and the basic salary in 2022 was considered and adopted. Independent directors express the following opinions:
The remuneration and allowances of the company's directors and senior managers in 2021 are in line with the remuneration level of the company's industry and region and the actual operation of the company. The assessment and payment procedures are in line with the provisions and requirements of relevant national laws and regulations, the articles of association and other relevant systems.
(see the independent opinions of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) independent directors on relevant matters of the company issued by the independent director, for details, see the information disclosure media: www.cn.info.com.cn.)
6、 The meeting approved the Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 annual self-evaluation report on internal control with 9 consents, 0 objections and 0 abstentions.
The independent directors expressed the following opinions on the proposal:
The company has established a relatively perfect corporate governance structure and internal control system. All internal control systems comply with the requirements of laws, regulations and regulatory rules and have been effectively implemented in business activities; The internal control system is standardized, legal and effective. The self-evaluation report on internal control in 2021 issued by the company comprehensively, truly and objectively reflects the establishment, improvement and operation of the company's internal control system, which is in line with the current situation of the company's internal control.
The sponsor Huaying Securities Co., Ltd. expressed the following opinions:
After verification, Huaying Securities believes that: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) the existing internal control system meets the requirements of relevant Chinese regulations and securities regulatory authorities, maintains an effective internal control system related to enterprise business and management in all major aspects, and reflects the construction and operation of its internal control system.
(for details of the self-evaluation report on internal control in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021, the independent opinions of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) independent directors on relevant matters of the company, and the verification opinions on the evaluation report on internal control in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 of Huaying Securities Co., Ltd., see the information disclosure media: http://www.cn.info.com.cn.)
7、 The meeting approved the special report on the deposit and use of raised funds in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 by 9, 0 against and 0 abstaining.
The independent directors expressed the following opinions on the proposal:
After verification, we believe that the company's special report on the storage and use of raised funds in 2021 truthfully reflects the actual storage and use of the company's raised funds. The deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. There is no case of changing the purpose of raised funds in a disguised manner or damaging the interests of minority shareholders, and there is no case of illegal deposit or use of raised funds.
The sponsor Huaying Securities Co., Ltd. expressed the following opinions:
Upon verification, as of December 31, 2021, Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) strictly followed the measures for the administration of raised funds to store and use the raised funds in a special account, and there was no case 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 recommendation institution has no objection to the deposit and use of the raised funds of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) in 2021.
(for the special report on the deposit and use of raised funds in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021, please refer to the information disclosure media: China Securities News, securities times and www.cn.info.com.cn.);
Independent directors' Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) independent directors' independent opinions on relevant matters of the company and Huaying Securities Co., Ltd. 'verification opinions on the deposit and use of raised funds in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021', see information disclosure media: http://www.cninfo.com.cn for details info. com. cn.。）
8、 At the meeting, 9 people agreed, 0 opposed and 0 abstained, and the proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted.
Daxin Certified Public Accountants (special general partnership) (hereinafter referred to as "Daxin") is an accounting firm that meets the requirements of the securities law and has sufficient independence, professional competence and investor protection ability. During the period of acting as the company's 2021 audit institution, he strictly abided by the independent audit standards of Chinese certified public accountants and other relevant regulations, adhered to an independent, objective and fair attitude, and better completed the annual audit business entrusted by the company, reflecting good professional norms and ethics. The audit report issued can fully reflect the actual situation of the company. In order to maintain the continuity of audit work, upon the proposal of the audit committee, the board of directors agreed to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year, and the audit fee is proposed to be RMB 950000 (including RMB 700000 for financial report audit and RMB 250000 for internal control audit).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors approved the proposal in advance and expressed their independent opinions, which are as follows: 1. The independent directors issued their opinions in advance as follows:
Daxin Certified Public Accountants (special general partnership) is an accounting firm that meets the requirements of the securities law. It has many years of experience in providing audit services for listed companies. During its tenure as the company's audit institution, Daxin certified public accountants adheres to independent audit standards, ensuring the smooth development of all work and achieving good results
