Securities code: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) securities abbreviation: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) Announcement No.: 2022004 Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
Announcement on the resolution of the second meeting of the third 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
Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) (hereinafter referred to as “the company”) the second meeting of the third board of directors was held on March 28, 2022 in the form of combination of on-site and communication. The notice of the meeting was delivered to all directors in the form of personal delivery, telephone notice and e-mail on March 18, 2022. The meeting was presided over by Wang Ying, chairman of the board of directors. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other relevant regulations and Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
After deliberation and voting one by one by the directors present at the meeting, the resolution is as follows:
(I) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Mr. Yuan Mingxu, the general manager of the company, reported to the board of directors on the company’s operation in 2021 and the business plan in 2022.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The specific contents of the 2021 general manager’s work report are detailed in the company’s website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) And the relevant contents of “section III Management Discussion and analysis” in the 2021 annual report disclosed by the designated media.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
The board of Directors believes that in 2021, the board of directors will conscientiously perform various responsibilities entrusted by the company law and the articles of association, adhere to standardized operation and scientific decision-making, earnestly implement various resolutions of the general meeting of shareholders, and carry out various work diligently to promote the sustainable, stable and healthy development of the company.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details of the work report of the board of directors in 2021, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day And the relevant contents of the 2021 annual report disclosed by the designated media. Mr. Jin Li, Ms. Shang Shu and Ms. Fang Fang, the independent directors of the company, submitted the work report of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the report on the work of independent directors in 2021 disclosed by the designated media.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
The board of Directors believes that the financial statement of 2021 prepared by the company truthfully reflects the actual financial situation of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the 2021 annual report and Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) 2021 annual audit report disclosed by the designated media (Zhonghui kuaishan [2022] No. 1100).
(IV) deliberated and passed the proposal on the 2022 annual financial budget report of the company
The board of Directors believes that the financial budget for 2022 made by the company meets the actual needs of the company’s production and operation. Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The proposal needs to be submitted to the 2021 annual general meeting for deliberation.
(V) deliberated and passed the proposal on the company’s 2021 annual report and its summary
The board of Directors believes that it agrees with the proposal on the company’s 2021 annual report and its summary.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the 2021 annual report and the 2021 annual report summary disclosed by the designated media.
(VI) deliberated and passed the proposal on the special report on the deposit and use of the company’s raised funds in 2021
The board of Directors believes that the deposit and use of the company’s annual raised funds in 2021 comply with the provisions of relevant laws, regulations and system documents, the company has carried out special account storage and special use of the raised funds, performed necessary and compliant decision-making procedures for the investment purpose and internal structure change of some raised funds, and timely fulfilled the relevant information disclosure obligations, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the special report on the deposit and use of raised funds in 2021 disclosed by the designated media.
(VII) deliberated and passed the proposal on the company’s profit distribution plan in 2021
The board of Directors believes that the company’s profit distribution plan for 2021 fully considers the company’s profitability, future capital demand and other factors, conforms to the actual situation and development needs of the company, and does not damage the interests of minority shareholders, which is conducive to the sustainable, stable and healthy development of the company.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement of profit distribution plan in 2021 disclosed by the designated media.
(VIII) deliberated and passed the proposal on the 2021 annual performance report of the audit committee of the board of directors of the company
The board of Directors believes that the audit committee of the board of directors of the company has fully performed the responsibilities of the audit committee entrusted by laws and regulations, the articles of association and the rules of procedure of the audit committee, gave full play to its strengths and actively performed its duties, providing a guarantee for the scientific decision-making of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the 2021 performance report of the audit committee of the board of directors disclosed by the designated media.
(IX) review and approve the 2021 internal control self-evaluation report
The board of Directors believes that the self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the actual situation of the company’s internal control during the reporting period. There are no major defects or major defects in the company’s internal control system, internal control system and implementation, and the company’s internal control is effective.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the 2021 internal control evaluation report disclosed by the designated media.
(x) deliberated and passed the proposal on applying for comprehensive credit line from banks and other financial institutions
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on applying for comprehensive credit line from banks and other financial institutions disclosed by the designated media.
（11） Deliberated and passed the proposal on developing bill pool business
The board of Directors believes that the company’s bill pool business is conducive to reducing the cost of bill management, reducing the occupation of funds, improving the use efficiency of current assets and optimizing the financial structure, without damaging the interests of the company and shareholders.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on carrying out bill pool business disclosed by the designated media.
（12） The proposal on using idle self owned funds for cash management was deliberated and adopted
The board of Directors believes that the company’s cash management of idle self owned funds is based on effective control, which will ensure the normal operation and capital safety of the company and will not affect the normal turnover of the company’s daily funds or the development of the company’s main business. The company and its subsidiaries use idle self owned funds for cash management, which can improve the use efficiency of idle self owned funds, increase the company’s investment income and obtain more returns for the company and shareholders.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on using idle self owned funds for cash management disclosed by the designated media.
（13） The proposal on using temporarily idle raised funds for cash management was deliberated and adopted
The board of Directors believes that the use of some temporarily idle raised funds for cash management is carried out on the premise of ensuring that it will not affect the implementation of the company’s investment plan of raised funds and effectively control investment risks, will not affect the development and construction process of the company’s investment projects with raised funds, and will not damage the interests of the company and shareholders. Appropriate and timely cash management of some idle raised funds can improve the use efficiency of funds and obtain more return on investment for the company and shareholders.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on cash management with temporarily idle raised funds disclosed by the designated media.
（14） The proposal on mutual guarantee between the company and its subsidiaries and between subsidiaries in 2022 was deliberated and adopted
The board of Directors believes that the mutual guarantee provided by the company and its subsidiaries (including between subsidiaries) meets the actual needs of the company’s overall production and operation, helps to meet the needs of the company’s daily capital use and expanding business scope, and helps to improve the overall financing efficiency of the company. The guaranteed objects are all wholly-owned subsidiaries within the scope of the company’s consolidated statements, with stable production and operation and no overdue guarantee matters. The guaranteed objects have sufficient ability to repay debts, the guarantee risk is controllable, there is no transfer of resources or transfer of interests, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Voting results: 9 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on mutual guarantee between the company and its subsidiaries and between subsidiaries in 2022 disclosed by the designated media.
（15） The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
The board of Directors believes that this connected transaction is necessary for the company’s normal production and business activities and an important means for the company to make rational use of resources. The pricing policies of various daily connected transactions strictly follow the general commercial principles of openness, fairness, impartiality and compensation for equal value, which is conducive to the development of relevant businesses of the company, and will not have an adverse impact on the company’s sustainable operation ability, profitability and asset independence. There is no greater dependence on connected persons, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Wang Ying, a related director, avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention. The affirmative vote accounts for 100% of the valid votes of the board of directors, and it is passed by a unanimous vote.
The independent directors of the company approved the proposal in advance and expressed their independent opinions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on the forecast of daily connected transactions in 2022 disclosed by the designated media.
（16） Deliberated and passed the proposal on the change of accounting estimates of the company
The board of Directors believes that the change of accounting estimates of the company complies with the accounting standards for Business Enterprises No. 28 – the board of directors
