Securities code: Shanghai Pharmaceuticals Holding Co.Ltd(601607) securities abbreviation: Shanghai Pharmaceuticals Holding Co.Ltd(601607) Announcement No.: pro 2022022
Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Announcement on the resolutions of the 29th meeting of the 7th 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of directors
The 29th meeting of the 7th board of directors of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as “the company” or ” Shanghai Pharmaceuticals Holding Co.Ltd(601607) ) (hereinafter referred to as” the meeting “) was held in Shanghai Pharmaceuticals Holding Co.Ltd(601607) building, No. 200 Taicang Road, Shanghai on March 29, 2022 by on-site combined communication. The notice of the meeting was sent to all directors of the company by e-mail on March 14, 2022. Ten directors should be present at this meeting and ten directors actually present, which is in line with the provisions of the company law of the people’s Republic of China and the articles of association on the quorum for the convening of the board of directors. The meeting was presided over by Chairman Zhou Jun, and supervisors and some senior managers attended the meeting as nonvoting delegates. 2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
1. 2021 president’s work report
Voting results: 10 in favor, 0 against and 0 abstention
2. 2021 Social Responsibility Report
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.。
Voting results: 10 in favor, 0 against and 0 abstention
3. 2021 company internal control evaluation report and comprehensive risk management report
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.。
Voting results: 10 in favor, 0 against and 0 abstention
4. Work report of the board of directors in 2021
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
5. Annual report and summary of 2021
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.。
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
6. Proposal on daily connected transactions / continuous connected transactions in 2022
See the company’s Announcement No. 2022024 for details.
Mr. Zhou Jun and Mr. Ge Dawei, the related / company directors, took the initiative to avoid voting on the proposal, and all eight non related / Company Directors voted for it.
Voting results: 8 in favor, 0 against and 0 abstention
7. Proposal on general authorization of the company
The general meeting of the company proposes to issue shares, issue share options separately or without conditions during the general meeting of the company, and / or the board of Directors proposes to issue shares and / or deal with such matters at the same time, The total par value of A-Shares and / or H shares issued shall not exceed 20% of the total par value of A-Shares and / or H shares issued by the company on the date of the adoption of this proposal by the general meeting (excluding shares issued separately under the rights issue or any option plan or similar arrangement). The above-mentioned relevant period refers to the period from the date when the proposal is passed by the general meeting of shareholders to the earliest of the following dates: (1) at the end of the next annual general meeting of shareholders after the proposal is passed; (2) The expiration date of 12 months after the adoption of this proposal; (3) The date on which the authorization given to the board of directors under this resolution is revoked or amended by a resolution passed by the shareholders of the company at any general meeting.
According to relevant laws and regulations of China, even with general authorization, the issuance of A-share new shares still needs to be approved by the general meeting of shareholders.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
8. Proposal on the appointment of senior managers of the company
See the company’s Announcement No. 2022025 for details.
Appoint Mr. Zhong Tao, Mr. Li Dongming and Mr. Pan Deqing as the vice presidents of the company until the expiration of the seventh board of directors.
Mr. Gu Haoliang, former vice president of the company, no longer holds the post of vice president of the company due to retirement; Ms. Chen Jinzhu, former vice president, no longer holds the post of vice president of the company due to job transfer.
Voting results: 10 in favor, 0 against and 0 abstention
9. 2021 profit distribution plan
See the company’s Announcement No. 2022030 for details.
In 2021, the company plans to distribute profits based on the total share capital registered on the date of equity distribution. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of 4.20 yuan (including tax) for every 10 shares to all shareholders. As of the date of this announcement, the total share capital including the number of exercised shares of the company’s equity incentive is 2842445936 shares. Based on this calculation, the total amount of cash dividends to be distributed is 11938279312 yuan (including tax), accounting for 23.44% of the consolidated net profit attributable to the shareholders of the listed company in the current year. After distribution, the company’s balance consolidated undistributed profit was 2740477074155 yuan. During the reporting period, no capital reserve will be converted into share capital.
On March 22, 2022, the company received the reply on approving Shanghai Pharmaceuticals Holding Co.Ltd(601607) non-public development of shares issued by China Securities Regulatory Commission, and disclosed the relevant announcement on the same day. Meanwhile, the first batch of options of the company’s 2019 stock option plan are in the vesting period. According to the foregoing, before the equity distribution registration date, the total share capital may change due to non-public offering and equity incentive exercise.
If the total share capital of the company changes between the date of equity distribution and the date of equity registration, the company plans to keep the amount of distribution per share unchanged and adjust the total profit distribution accordingly based on the total share capital on the date of equity distribution. The subsequent company will separately disclose the relevant adjustment announcement according to the actual situation.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
10. Proposal on payment of audit fees and renewal of accounting firm in 2021
See the company’s Announcement No. 2022029 for details.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
11. Proposal on changing accounting policies
See the company’s Announcement No. 2022026 for details.
Voting results: 10 in favor, 0 against and 0 abstention
12. Proposal on renewing the financial service agreement and connected transactions with Shanghai Shangshi Finance Co., Ltd
See the company’s Announcement No. 2022027 for details.
Related / company directors Mr. Zhou Jun and Mr. Ge Dawei voluntarily avoided the voting on the proposal, and all eight non related / Company Directors voted for it.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention
13. Risk disposal plan for financial business with Shanghai Shangshi Group Finance Co., Ltd. and risk continuous assessment report of Shanghai Shangshi Group Finance Co., Ltd
See the website of Shanghai Stock Exchange www.sse.com for details com. cn.。
Related / company directors Mr. Zhou Jun and Mr. Ge Dawei voluntarily avoided the voting on the proposal, and all eight non related / Company Directors voted for it.
Voting results: 8 in favor, 0 against and 0 abstention
14. Financial final account report of 2021 and financial budget report of 2022
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
15. Proposal on external guarantee plan in 2022
See the company’s Announcement No. 2022028 for details.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
16. Proposal on bank credit line in 2022
In order to meet the company’s business development and credit needs, after consultation with relevant parties and on the premise of standardized operation and controllable risk, Shanghai Pharmaceuticals Holding Co.Ltd(601607) headquarters plans to apply for a RMB credit line of no more than 10 billion in 2022 (excluding the bank credit line required for the company’s proposed issuance of debt financing products and M & a business). It is proposed that the board of directors authorize the Executive Committee of the board of directors to handle relevant specific matters required by the bank within the above limit, and the resolution shall be valid within one year from the date of deliberation and adoption by the board of directors.
Voting results: 10 in favor, 0 against and 0 abstention
17. Proposal on the operation of external short-term funds in 2022
In order to further improve the use efficiency of funds, the board of directors of the company is proposed to authorize the management of the company to use its own idle funds to engage in short-term capital operations, including but not limited to money market funds, national debt (including national debt repurchase), bonds (including bond repurchase and convertible bonds), financial products and other short-term capital operations within the capital limit of no more than 20% of the audited net assets of the previous year without affecting the funds required for the normal operation of the company, It is strictly prohibited to make high-risk investments such as stocks, futures and warrants in the secondary market. The company shall instruct relevant functional departments to standardize operation and prevent risks in strict accordance with relevant provisions of the company’s internal control system.
It is proposed that the board of directors authorize the management of the company to handle relevant specific matters, and the resolution shall be valid within one year from the date of deliberation and adoption by the board of directors.
Voting results: 10 in favor, 0 against and 0 abstention
18. Proposal on issuing debt financing products
See the company’s Announcement No. 2022031 for details.
In order to further broaden the financing channels of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as “the company” or “the company”), optimize the debt structure of the company, reasonably control the financial cost, and enable the company to flexibly select financing instruments to meet the capital needs in time, according to relevant regulations, the company plans to issue various short-term debt financing products and medium and long-term debt financing products with a balance of no more than 15 billion yuan, The categories of financing products include but are not limited to short-term financing bonds, ultra short-term financing bonds, short-term corporate bonds, medium-term notes, medium and long-term corporate bonds, perpetual bonds, quasi perpetual bonds, asset-backed notes, green debt financing instruments and other short-term, medium and long-term debt financing products. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
19. Proposal on the company meeting the conditions for issuing corporate bonds
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China (revised in 2019), the measures for the administration of corporate bond issuance and trading, the guidelines for the pre examination of corporate bonds of Shanghai Stock Exchange (V) optimized financing supervision, the Listing Rules of corporate bonds of Shanghai Stock Exchange and other laws, regulations and normative documents, and in comparison with the actual situation of the company one by one, The company meets the conditions and requirements for public issuance of corporate bonds in accordance with the applicable optimized financing regulatory standards stipulated in relevant laws, regulations and normative documents, and has the conditions and qualifications for public issuance of corporate bonds to professional investors.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 10 in favor, 0 against and 0 abstention
20. Proposal on public issuance of corporate bonds
See the company’s Announcement No. 2022032 for details.
In order to comply with the company’s strategic planning and business development needs, broaden the company’s financing channels, optimize the existing financing structure, reasonably control the company’s overall financing cost, and give better play to the financial leverage effect, the company plans to issue corporate bonds. The issuance scheme is as follows:
(1) I. face value, issuing price and issuing scale of this bond
The face value of corporate bonds to be issued this time is 100 yuan, which is issued at par. The total face value of the bonds shall not exceed RMB 5 billion (including RMB 5 billion), which can be issued in one time or by stages. The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine within the above scope in accordance with national laws, regulations and relevant provisions of the securities regulatory department, in combination with the company’s capital demand and market conditions at the time of issuance.
Voting results: 10 in favor, 0 against and 0 abstention
(2) . bond interest rate and its determination method
The corporate bonds to be issued this time are issued at par, the bond interest rate is a fixed interest rate, and the interest is calculated annually with simple interest, excluding compound interest. The specific bond coupon rate will be determined by the issuer and the lead underwriter through consultation in accordance with relevant national regulations. The general meeting of shareholders is requested to authorize the Executive Committee of the board of directors to determine and adjust the issue interest rate or its determination method.
Voting results: 10 in favor, 0 against and 0 abstention
(3) . bond type and term
The corporate bonds to be issued this time include general corporate bonds, renewable corporate bonds, short-term corporate bonds, etc.
The specific term structure of the corporate bonds to be issued this time (including but not limited to whether to design rights, whether to design redemption terms or resale terms and the specific contents of relevant terms, whether to design the option to adjust the coupon rate and the specific contents of relevant terms, etc.), term composition and the issuance scale of each term category shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine in accordance with relevant regulations and market conditions at the time of issuance.
Voting results: 10 in favor, 0 against and 0 abstention
(4) I. repayment of principal and interest
The principal and interest repayment method of this bond shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine in accordance with relevant regulations and market conditions at the time of issuance.
Voting results: 10 in favor, 0 against and 0 abstention
(5) I. issuance method
After the bonds are registered with the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), they can be issued at one time or by installments in China
