Company code: Sichuan Huiyu Pharmaceutical Co.Ltd(688553) company abbreviation: Sichuan Huiyu Pharmaceutical Co.Ltd(688553) Sichuan Huiyu Pharmaceutical Co.Ltd(688553)
Annual summary report 2021
Section I important tips
1 the summary of this annual report comes from the full text of the annual report. In order to fully understand the company’s operating results, financial status and future development plan, investors should go to www.sse.com com. cn. The website carefully reads the full text of the annual report. 2 major risk tips
The company has described in detail the relevant risks and countermeasures that may exist in the business process in this report. For details, see Section III “management discussion and analysis” IV. risk factors “of this report. 3 the board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee the authenticity, accuracy and completeness of the contents of the annual report, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities. 4. All directors of the company attended the board meeting. 5. Tianjian Certified Public Accountants (special general partnership) issued a standard unqualified audit report for the company. 6. The company is not profitable and has not yet achieved profitability when it is listed □ yes √ No 7. The profit distribution plan or the plan for the conversion of provident fund into share capital in the reporting period adopted by the resolution of the board of directors
The profit distribution plan for 2021 approved by the board of directors of the company is: the company plans to distribute profits based on the total share capital registered on the date of equity distribution, and plans to distribute cash dividends of 2.11 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 423 Shanghai Pudong Development Bank Co.Ltd(600000) shares. Based on this calculation, the total cash dividend to be distributed is 8937960000 yuan (including tax). The company’s cash dividend accounts for 20.05% of the net profit attributable to the shareholders of the parent company in this year. After this profit distribution, the remaining undistributed profits are accumulated and distributed in future years. In 2021, the company did not give bonus shares and did not convert capital reserve into share capital. If the total share capital of the company changes before the date of equity distribution and equity registration, the company plans to keep the total distribution unchanged and adjust the distribution proportion per share accordingly.
The 2021 profit distribution plan of the company has been deliberated and approved at the 22nd Meeting of the first board of directors of the company, and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. 8 whether there are important matters such as special arrangements for corporate governance √ applicable □ not applicable to special arrangements for corporate governance: √ there are voting rights difference arrangements in the company (I) setting of special voting rights 1. Basic setting of special voting rights
On May 27, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on and the revised proposal on, amended the articles of association and completed the establishment of special voting shares. On May 28, 2020, the company completed the filing and registration of the articles of association with special voting rights in Neijiang market supervision and Administration Bureau. According to the arrangement of special voting rights, the number of voting rights per share of special voting shares held by Ding Zhao, the actual controller, is five times that of ordinary shares held by other shareholders. Ding Zhao has absolute control over the operation and management of the company and matters that need to be resolved by the general meeting of shareholders.
2. Operation period of special voting rights arrangement
On May 27, 2020, the first extraordinary general meeting of the company in 2020 agreed to set up special voting rights. Since the establishment of special voting rights, the company has operated normally, and the establishment of special voting rights will continue and operate for a long time.
3. Holder qualification
Shareholders holding special voting shares shall be those who have made significant contributions to the development or business growth of the company and continue to serve as directors of the company before and after the listing of the company, or the shareholding subjects actually controlled by such persons. The total number of shares in the company owned by shareholders holding special voting shares shall reach more than 10% of all issued voting shares of the company. Ding Zhao, the controlling shareholder and actual controller of the company, meets the above requirements.
4. Proportion arrangement between the number of voting rights held by special voting shares and the number of voting rights held by ordinary shares
According to the articles of association after the establishment of special voting rights, Ding Zhao, the controlling shareholder and actual controller of the company, directly holds 114066766 shares of the company, of which 80466766 shares are special voting shares, 33 Shanghai Pudong Development Bank Co.Ltd(600000) shares are ordinary shares, and the shares held by other shareholders are ordinary shares. Except for the special matters stipulated in the articles of association, when the shareholders of the company exercise their voting rights on the matters submitted to the general meeting of shareholders of the company, the number of voting rights of each special voting share is five, and the number of voting rights of each ordinary share is one. As of the signing date of this report, Ding Zhao and Neijiang hengce and Neijiang Shengyu, which are actually controlled by Ding Zhao, hold 31.28% of the shares and 60.95% of the voting rights of the company. The details are as follows:
No. name of shareholder nature of shares held number of shares (shares) shareholding ratio number of voting rights (votes) proportion of voting rights
Special voting shares 8046676600 19.00% 43593383000 53.97% 1 Ding Zhao
Ordinary shares 33 Shanghai Pudong Development Bank Co.Ltd(600000) 00 7.93% 33 Shanghai Pudong Development Bank Co.Ltd(600000) 00 4.51%
2 Neijiang hengce ordinary shares 1103871900 2.61% 1103871900 1.48%
3 Neijiang Shengyu ordinary shares 735914600 1.74% 735914600 0.99%
4 ordinary shares of other shareholders 22753536900 53.71% 22753536900 30.52%
5 ordinary shares of public shareholders 63 Shanghai Pudong Development Bank Co.Ltd(600000) 00 15.01% 63 Shanghai Pudong Development Bank Co.Ltd(600000) 00 8.53%
Total 423 Shanghai Pudong Development Bank Co.Ltd(600000) 00 100% 74546706400 100%
5. The scope of matters of the general meeting of shareholders in which the holder’s shares with special voting rights can participate in voting
According to the articles of association, when the shareholders of the company exercise the right to vote on the matters submitted to the general meeting of shareholders of the company, the number of voting rights of each special voting share is five, while the number of voting rights of each ordinary share is one.
Only when shareholders exercise voting rights on the following matters, the number of voting rights enjoyed by each special voting share and the number of voting rights of each ordinary share are one vote: (1) amend the articles of Association; (2) Change the number of voting rights enjoyed by special voting shares; (3) Employ or dismiss independent directors; (4) Hire or dismiss an accounting firm that issues audit opinions for the company’s periodic reports; (5) Merger, division, dissolution or change of corporate form of the company. When the general meeting of shareholders makes a resolution on Item 2 above, it shall be approved by not less than two-thirds of the voting rights held by the shareholders attending the meeting, except that a corresponding number of special voting shares are converted into ordinary shares in accordance with the relevant provisions of the articles of association. (II) the impact of special voting rights on the proposals of the general meeting of shareholders and the possible impact on the rights and interests of minority shareholders
Under the special voting mechanism, the actual controller can decide the ordinary resolution of the issuer’s general meeting of shareholders, which can also play a similar decisive role in the special resolution of the general meeting of shareholders, limiting the influence of other shareholders other than the actual controller on the issuer’s major decisions through the general meeting of shareholders. Under special circumstances, the interests of the actual controller may be inconsistent with the interests of other shareholders of the company, especially the minority shareholders, and may damage the interests of other shareholders, especially the minority shareholders.
(III) specific measures to prevent the abuse of special voting rights and protect the interests of minority shareholders
1. Minority shareholders have the right to convene and propose extraordinary meetings of the general meeting of shareholders. The articles of association gives minority shareholders the right to participate in corporate governance and major decisions. Shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the convening of an extraordinary general meeting of shareholders. When the company holds a general meeting of shareholders, shareholders who individually or jointly hold more than 3% of the company’s shares have the right to put forward proposals to the company. Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. 2. The board of supervisors will supervise the operation of the special voting right mechanism. The board of supervisors of the company will actively perform its duties and issue special opinions on the following matters in the annual report in accordance with the provisions of the articles of association:
(1) Whether the shareholders holding special voting shares continue to meet the requirements of the articles of Association;
(2) Whether the special voting shares should be converted into ordinary shares as stipulated in the articles of association and converted into ordinary shares in time;
(3) Whether the proportion of special voting rights of the company continues to comply with the provisions of the articles of association, laws and regulations and relevant normative documents; (4) Whether the shareholders holding special voting shares abuse their special voting rights or other circumstances that damage the legitimate rights and interests of investors;
(5) Compliance of the company and shareholders holding special voting shares with other provisions on special voting rights in the articles of association, laws and regulations and relevant normative documents.
3. Independent directors supervise the standardized governance of the company. The company has set up three independent directors and formulated the working system of independent directors, which gives independent directors the special authority to request the board of directors to convene an extraordinary general meeting of shareholders and give independent opinions when the board of directors or general meeting of shareholders deliberates major related transactions, external guarantees and other matters. The above working mechanism is conducive to the independent directors to supervise the standardized operation of the company. Meanwhile, when appointing, dismissing and dismissing independent directors at the general meeting of shareholders, the number of voting rights of special voting shares is the same as that of ordinary shares, which is conducive to strengthening the important role of independent directors in corporate governance.
4. The company formulated the shareholder return plan. The company deliberated and approved the proposal on the shareholder dividend return plan for three years after the company’s listing at the fourth extraordinary general meeting in 2020. When the general meeting of shareholders deliberated on the specific plan of cash dividend, it fully listened to the opinions and demands of minority shareholders and adhered to the basic principle of giving priority to cash dividend. The company will use cash dividends for profit distribution under the condition that the company realizes profits, there is no outstanding loss, there is enough cash to implement cash dividends and does not affect the normal operation of the company. The annual profit distributed by the company in the form of cash dividend shall not be less than 10% of the distributable profit realized in the current year, or the cumulative profit distributed by the company in the last three years in the form of cash shall not be less than 30% of the annual distributable profit realized in the last three years.
5. Strengthen the management of information disclosure. For the arrangement of special voting rights mechanism, the company will disclose the implementation and changes of these arrangements during the reporting period and the implementation of relevant measures to protect the legitimate rights and interests of investors under these arrangements in regular reports in strict accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
Section II basic information of the company
1 company profile company stock profile √ applicable □ not applicable
Company stock profile
Stock type stock exchange stock abbreviation before stock code change stock abbreviation and sector
A-share Shanghai Stock Exchange Sichuan Huiyu Pharmaceutical Co.Ltd(688553) Sichuan Huiyu Pharmaceutical Co.Ltd(688553) not applicable
Scientific innovation board
Profile of company depositary receipts □ applicable √ not applicable
Contact person and contact information secretary of the board of directors (domestic representative of information disclosure) securities affairs representative
Name: Liu Jingmo, Zhu Yidan
Office address: Building 3, No. 333, Hanyang Road, Shizhong District, Neijiang City, Sichuan Province Building 3, No. 333, Hanyang Road, Shizhong District, Neijiang City, Sichuan Province
Tel: 08328808000
E-mail [email protected]. [email protected].
2. Introduction to the company’s main business in the reporting period (I) main business, main products or services
Sichuan Huiyu Pharmaceutical Co.Ltd(688553) is an R & D driven comprehensive pharmaceutical enterprise, mainly engaged in the R & D, production and sales of anti-tumor and injection drugs. The company is committed to becoming a respected international pharmaceutical enterprise with the mission of providing global patients with drugs with accurate curative effect, exquisite quality and reasonable price, and making cancer a controllable chronic disease.
Guided by clinical value and driven by innovation, the company has rich R & D experience in chemical raw materials, Chemical ordinary injections and complex injections, and actively promotes the R & D of small molecule innovative drugs and biological innovative drugs. The company’s macromolecules mainly focus on cutting-edge technical routes such as multispecific antibodies, antibody coupled drugs (ADC), mRNA tumor vaccines, small molecule focus and targets with the potential of self owned macromolecular drugs, and actively explore cutting-edge technology platforms such as protac. By the end of the reporting period, the company had 642 R & D personnel, accounting for more than 40% of the total number of the company, including 139 innovative drug teams, with experienced returnees as the core and 89 with master’s degree or above. The company’s research projects exceed
