Securities code: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) securities abbreviation: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Announcement No.: 2022010 bond Code: 113585 bond abbreviation: Shouxian convertible bond
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Announcement of resolutions of the 22nd Meeting of the third board of supervisors
The board of supervisors and all supervisors 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 supervisors
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”) the 22nd Meeting of the third session of the board of supervisors was held in the company’s conference room on March 31, 2022. The notice of the meeting was sent by e-mail on March 21, 2022. Three supervisors should be present at the meeting, but actually three supervisors were present. The Secretary of the board of directors of the company attended the meeting. The meeting was presided over by Mr. Xu Zigui, chairman of the board of supervisors. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) review and approve the 2021 annual work report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) board of supervisors
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the board of supervisors of the company considered and passed the financial statement report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021. The board of supervisors of the company believed that the financial statements of the company in 2021 were prepared in accordance with the accounting standards for business enterprises of the Ministry of Finance and fairly reflected the financial situation of the company at the end of 2021 and the operating results and cash flow 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.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) reviewed and approved 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 in the form of capital reserve converted 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.
The board of supervisors of the company believes that the 2021 profit distribution plan of the company takes into account the reasonable investment return of investors and the sustainable development of the company, and complies with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association. The decision-making procedures performed by the company comply with relevant laws Regulations and normative documents do not damage the interests of the company or shareholders, especially the interests of minority shareholders. Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) review and adopt the annual report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 (full text and abstract)
The board of supervisors of the company believes that the 2021 annual report of the company is prepared in accordance with 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 the CSRC, the stock listing rules of Shanghai Stock Exchange and the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) chapter. The report truly, accurately and completely reflects the financial status and operating results of the company, During the preparation and review of the report, no disclosure of inside information or other acts detrimental to the interests of the company were found.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
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 special report on the deposit and actual use of raised funds in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021
The board of supervisors of the company believes that the deposit and use of the company’s raised funds in 2021 comply with the requirements of relevant provisions 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 of China Securities Regulatory Commission and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and there is no situation of changing the purpose of raised funds in disguise and 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. Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
(VI) review and approve the plan for daily connected transactions in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2022
The board of supervisors of the company believes that the daily related party transactions of the company in 2022 are expected to be normal business activities carried out based on the needs of production and operation. There is no substantive difference between the settlement pricing of transactions between the company and related parties and the settlement pricing of transactions between non related parties, and there is no transfer of interests. The estimated total amount of related party transactions accounts for a low proportion of the company’s estimated total amount of similar transactions in 2022, which will not lead to the company’s greater dependence on related parties, and there is no situation that damages the interests of the company or all shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) review and approve the internal control evaluation report of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021.
The board of supervisors of the company believes that the company has established a relatively complete internal control system and can be effectively implemented. The internal control evaluation report of the company truly and objectively reflects the construction and implementation of the company’s internal control system. For details, please refer to the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 annual internal control evaluation report announced by the company on the same day.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
(VIII) deliberated and passed the proposal on the company’s application for 2022 comprehensive credit line and related guarantee matters
The board of supervisors of the company believes that the company and its wholly-owned subsidiaries apply to financial institutions for comprehensive credit and credit lines with a total amount of no more than 800 million yuan, which is based on the actual needs of the company’s business objectives and overall development plan in 2022 and in line with the provisions of relevant laws, regulations and normative documents such as the notice on regulating the external guarantee behavior of listed companies issued by the CSRC. The guaranteed objects are the company and its wholly-owned subsidiaries within the scope of the company’s consolidated statements. They are in good operating and financial condition, have stable cash flow or good development prospects, can effectively control financial and operational risks, and do not damage the interests of the company or shareholders, especially the interests of minority shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on using part of the temporarily idle raised funds for cash management. The board of supervisors of the company held that the company and its subsidiaries planned 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 on the premise of ensuring the funds required by the company’s raised investment projects and ensuring the safety of the raised funds, Comply with the provisions of relevant laws, regulations and normative documents 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, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, and there is no situation of changing the use of raised funds in a disguised manner, which will not affect the normal operation of raised funds, There is no situation that damages the interests of the company and shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the renewal of the company’s audit institution in 2022
The board of supervisors of the company believes that Lixin Certified Public Accountants (special general partnership) has the qualification of securities business, has provided audit services for the company since 2012, adheres to the principles of independent, objective and fair audit in the process of practice, and can better complete all the work entrusted by the company within the agreed time limit. The board of supervisors of the company agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） Deliberated and passed the proposal on the general election of non employee representative supervisors of the Fourth Board of supervisors
In accordance with the company law, the articles of association and other relevant provisions, the board of supervisors of the company agreed to nominate Xu Lingyan and Hu Lingjuan as candidates for non employee representative supervisors of the third board of supervisors of the company. The above two supervisor candidates will be jointly formed with the employee representative supervisors elected at the employee representative meeting of the company after being deliberated and approved by the general meeting of shareholders
Ms. Xu Lingyan, born in 1987, Chinese nationality, without permanent residency abroad, with a bachelor’s degree. He joined Jinhua Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Pharmaceutical Co., Ltd. in August 2009, once served as QA, administrative Commissioner and R & D member, and now serves as the director of manufacturing department.
Ms. Hu Lingjuan, born in 1987, Chinese nationality, without permanent residency abroad, with a bachelor’s degree. He has worked in Zhejiang DINGLONG Chemical Co., Ltd. and Hangzhou wonderful Chemical Co., Ltd. since August 2009. In October 2011, he joined Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) traditional Chinese medicine decoction Co., Ltd. and is now the supervisor of the company and the director of food R & D department.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） Deliberated and approved the remuneration plan for supervisors in Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2022
Combined with the actual operation of the company and referring to the salary level of the industry, the salary of the company’s supervisors in 2022 is proposed to be based on the salary in 2021, with a fluctuation of no more than 30%. After the end of the fiscal year, the board of supervisors of the company will assess and issue it according to the letter of objective responsibility signed with the company.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） Deliberated and passed the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) proposal on the company meeting the conditions for public issuance of convertible 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, the measures for the administration of securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other laws, regulations and normative documents, the board of supervisors of the company believes that the conditions of the company meet the relevant provisions of the current laws, regulations and normative documents on the public issuance of convertible corporate bonds, Meet the conditions for public issuance of convertible corporate bonds. Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The proposal of Zhejiang shouxiangu Pharmaceutical Co., Ltd. on the company’s public issuance of convertible corporate bonds was deliberated and passed one by one
The company plans to publicly issue convertible corporate bonds to non-specific objects (hereinafter referred to as “this issuance”), and the company has formulated the issuance plan of this issuance in accordance with the requirements of the company law, the securities law and the administrative measures on the public issuance of convertible corporate bonds. The supervisors attending the meeting reviewed the above schemes one by one. The specific contents and voting results are as follows:
1. Types of securities issued this time
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shanghai Stock Exchange.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
2. Issuance scale
Combined with the company’s financial situation and investment plan, the total scale of convertible corporate bonds to be issued this time shall not exceed RMB 398 million (including RMB 398 million). The specific scale of issuance shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to determine within the above limit.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
3. Face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
4. Bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
5. Bond interest rate
The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to negotiate and determine with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance.
Before the issuance of convertible corporate bonds, in case of bank deposit interest rate adjustment and other matters, the general meeting of shareholders authorizes the board of directors to adjust the coupon rate accordingly.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
6. Term and method of interest payment
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the convertible corporate bond notes held by the holders of convertible corporate bonds issued this time on the registration date of interest paying creditor’s rights in the interest bearing year (hereinafter referred to as “current year” or “each year”)
