Securities code: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) securities abbreviation: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Announcement No.: 2022009 bond Code: 113585 bond abbreviation: Shouxian convertible bond
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Announcement of resolutions of the 32nd 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as "the company") the 32nd meeting of the third board of directors was held in the company's conference room on March 31, 2022 in the form of on-site meeting and communication voting. The notice of the meeting was sent by e-mail on March 21, 2022. Nine directors should be present at the meeting, but actually nine directors. The company's supervisors, senior managers and Secretary of the board of directors attended the meeting as nonvoting delegates. The meeting was presided over by the chairman, Mr. Li Mingyan. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
(I) review and approve the 2021 annual work report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) review and approve the 2021 performance report of the audit committee of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
(III) review and approve the 2021 annual report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) independent directors
Voting results: 9 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for hearing.
(IV) the financial statement of the company for 2021 is prepared in accordance with the accounting standards for business enterprises issued by the Ministry of finance, which fairly reflects the financial situation of the company at the end of 2021 and the operating results and cash flows of the company in 2021 in all major aspects. Lixin Certified Public Accountants (special general partnership) has audited the financial statements of the company, And issued a standard unqualified audit report, which was approved by the board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) review and approve the profit distribution plan for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021. The company plans to distribute cash dividends of 4.05 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of profit distribution equity registration in 2021 minus the shares in the special account for repurchase, and increase 3 shares for every 10 shares to all shareholders by converting capital reserve into share capital. If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to maintain the distribution (conversion) ratio per share unchanged and adjust the total distribution (conversion) accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued independent opinions unanimously agreed, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) review and adopt the annual report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 (full text and abstract)
The 2021 annual report of the company is prepared in accordance with the relevant provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 - Contents and forms of annual report of China Securities Regulatory Commission and the stock listing rules of Shanghai Stock Exchange. The content is true, accurate and complete, and there are no false records, misleading statements or major omissions. The board of directors of the company agrees to report to the public.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) review and approve the special report on the deposit and actual use of raised funds in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021
The deposit and use of the company's raised funds in 2021 comply with the requirements of relevant regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies of Shanghai Stock Exchange issued by the CSRC, and there is no situation of changing the purpose of raised funds in disguise or using raised funds in violation of regulations. The relevant information disclosed by the company has timely, truly, accurately and completely reflected the use of the raised funds and faithfully fulfilled the obligation of information disclosure. (for details, please refer to the special report on the deposit and actual use of raised funds in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 disclosed by the company on the same day)
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) review and approve the plan for daily connected transactions in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2022
In order to effectively ensure the normal production and operation activities of the company, the company has estimated the related party transactions to be carried out with related parties in 2022. The daily related party transactions have no adverse impact on the company's sustainable operation ability, profit and loss and asset status, and the company has not formed a large dependence on related parties.
The independent directors of the company approved the matter in advance and issued their agreed independent opinions. The sponsor Guosen Securities Co.Ltd(002736) issued verification opinions. For details, see the announcement of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2022 annual plan for daily connected transactions disclosed by the company on the same day.
Related directors Li Mingyan, Zhu huizhao and Li Zhenhao avoided voting, and the number of valid votes for this proposal is 6. Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) review and approve the internal control evaluation report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021.
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company's internal control system and evaluation methods, and on the basis of daily and special supervision of internal control, the board of directors evaluated the effectiveness of the company's internal control on December 31, 2021 (benchmark date of internal control evaluation report), and issued the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 annual internal control evaluation report, The independent directors of the company expressed unanimous independent opinions. (for details, please refer to the internal control evaluation report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 disclosed by the company on the same day)
Voting results: 9 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on the company's application for 2022 comprehensive credit line and related guarantee matters
The company and its wholly-owned subsidiaries Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) pharmaceutical, Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Yinpian and Kangshou pharmaceutical intend to apply to financial institutions for comprehensive credit and credit lines with a total amount of no more than 800 million yuan, and authorize the company and its wholly-owned subsidiaries to guarantee each other with their own credit or assets for a period of less than two years, and authorize the general manager or chief financial officer of the company to handle the above matters on behalf of the company, The authorization shall be valid for one year from the date of deliberation and approval by the general meeting of shareholders. (for details, see the announcement of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) on applying for 2022 comprehensive credit line and related guarantees disclosed by the company on the same day)
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued independent opinions unanimously agreed, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on using some temporarily idle raised funds and self owned funds for cash management was reviewed and passed
The board of directors of the company agrees to use the temporarily idle raised funds with a total amount of no more than 600 million yuan and the temporarily idle self owned funds with a total amount of no more than 600 million yuan for cash management, which is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. (for details, please refer to the announcement of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) on cash management using some temporarily idle raised funds and self owned funds disclosed by the company on the same day)
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued unanimous independent opinions, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） Deliberated and passed the proposal on the renewal of the company's audit institution in 2022
With the prior approval of the independent directors, the audit committee of the board of directors proposed that the board of directors of the company intends to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and request the general meeting of shareholders to authorize the management to determine its audit remuneration in 2022 according to the specific conditions of the annual audit work and the market price level. (see the announcement of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) reappointment of accounting firm disclosed by the company on the same day for details)
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have issued independent opinions unanimously agreed, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） Deliberated and passed the proposal on changing the registered capital of the company and amending some provisions of the articles of Association
With the consent of self regulatory decision [2020] No. 180 of Shanghai Stock Exchange, the company's 360 million yuan convertible corporate bonds have been listed and traded on the Shanghai Stock Exchange since July 7, 2020. The bonds are referred to as "Shouxian convertible bonds" for short and the bond code is "113585". According to the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the prospectus for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the "Shouxian convertible bonds" issued by the company this time can be converted into A-share common shares of the company from December 15, 2020. From December 15, 2020 to December 31, 2021, the cumulative number of shares formed by the conversion of Shouxian convertible bonds was 9053633, the total share capital of the company was changed from 143444784 shares to 152498417 shares, and the registered capital was changed from 1434478400 yuan to 15249841700 yuan.
In order to further promote the standardized operation of the company and improve the level of corporate governance, in accordance with the guidelines for the articles of association of listed companies (revised in 2022) recently issued by China Securities Regulatory Commission and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation issued by Shanghai Stock Exchange and other relevant laws and regulations, and in combination with the specific situation of the company's development planning and standardized operation, The company plans to amend some provisions of the articles of association. (see the announcement of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) on changing the registered capital of the company and amending some articles of the articles of Association disclosed by the company on the same day for details)
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） Deliberated and passed the proposal on Amending Some Provisions of the rules of procedure of the general meeting of shareholders
In order to standardize the company's behavior and ensure that the general meeting of shareholders exercises its functions and powers according to law, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other relevant laws, regulations, normative documents and the articles of association. In combination with the specific situation of the company's development planning and standardized operation, the company plans to revise some provisions of the rules of procedure of the general meeting of shareholders. The specific amendments are as follows:
Before revision and after revision
number
Article 4 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association. The general meeting of shareholders shall exercise its functions and powers within the scope specified in the articles of association. It is the authority of the company and exercises the following functions and powers according to law: the general meeting of shareholders is the authority of the company and exercises (I) deciding on the company's business policy and investment plan; The following functions and powers:
(II) elect and replace directors who are not staff representatives; (I) decide on the company's business policies, investment plans and supervisors, and decide on the remuneration of relevant directors and supervisors; Draw;
(III) review and approve the report of the board of directors; (II) elect and replace those who are not staff representatives; (IV) review and approve the report of the board of supervisors; Directors and supervisors shall decide on the report of directors and supervisors (V) to review and approve the company's annual financial budget plan and remuneration;
Final settlement plan; (III) review and approve the report of the board of directors;
(VI) review and approve the company's profit distribution plan and compensation; (IV) review and approve the report of the board of supervisors; Loss plan; (V) review and approve the company's annual financial budget (VII) make final settlement plans and final settlement plans for the increase or decrease of the company's registered capital;
Discussion; (VI) review and approve the company's profit distribution formula (VIII) commit crimes and make up losses on the issuance of corporate bonds or other securities and listing;
Issue resolutions; (VII) increase or decrease the registered capital of the company (IX) make resolutions on the merger, division, dissolution, liquidation or the of the company;
Make a resolution on changing the form of the company; (VIII) amending the articles of Association for the issuance of corporate bonds or other securities (x); And make resolutions on listing;
