Securities code: Sichuan Huiyu Pharmaceutical Co.Ltd(688553) securities abbreviation: Sichuan Huiyu Pharmaceutical Co.Ltd(688553) Announcement No.: 2022015 Sichuan Huiyu Pharmaceutical Co.Ltd(688553)
Announcement of resolutions of the 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
Sichuan Huiyu Pharmaceutical Co.Ltd(688553) (hereinafter referred to as “the company”) the 22nd Meeting of the first board of directors was held on April 6, 2022 in the conference room on the 4th floor of the company, building 3, No. 333 Hanyang Road, Shizhong District, Neijiang City, Sichuan Province by on-site combined with communication voting. The meeting notice and meeting materials have been sent by e-mail on March 26, 2022. The meeting was presided over by Chairman Mr. Ding Zhao. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and relevant supervisors and senior executives attended as nonvoting delegates. All directors unanimously agree and approve the notice, convening time, proposal content and other matters of this meeting. The convening and convening procedures of this meeting of the board of directors comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions made are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
In 2021, the board of directors of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the governance of listed companies, the guidelines for the application of the self regulatory rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations Normative documents and relevant provisions of the articles of association and rules of procedure of the board of directors, earnestly perform the functions of the board of directors, earnestly implement the resolutions adopted by the general meeting of shareholders, actively promote the implementation of the resolutions of the board of directors, timely fulfill the obligation of information disclosure, protect the interests of the company and all shareholders, and ensure the healthy and stable development of the company.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
(III) deliberated and passed the proposal on the annual report and summary of 2021
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 7, 2022 The Sichuan Huiyu Pharmaceutical Co.Ltd(688553) 2021 annual report and its summary disclosed on the.
(IV) deliberated and passed the proposal on the work report of independent directors in 2021. Voting results: 9 votes in favor; 0 abstention; 0 votes against.
In 2021, the independent directors of the company, in strict accordance with the requirements of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the governance of listed companies, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock exchange No. 1 – standardized operation, and the articles of association, actively participated in the board of directors and shareholders’ meetings and carefully considered various proposals, Express independent opinions on relevant proposals, give full play to the role of independent directors, and strive to safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 7, 2022 Report on work of independent directors in Sichuan Huiyu Pharmaceutical Co.Ltd(688553) 2021 disclosed on the.
(V) deliberated and adopted the proposal on the 2021 performance report of the audit committee
Voting results: 9 votes in favor; 0 abstentions; 0 votes against.
In 2021, the audit committee of the board of directors diligently and conscientiously played the role of review and supervision in strict accordance with the relevant laws and regulations such as the standards for the governance of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of the self regulatory rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, as well as the articles of association and the rules of procedure of the audit committee of the board of directors, Earnestly perform the duties of the audit committee of the board of directors.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 7, 2022 Report on the performance of the audit committee of the board of directors in Sichuan Huiyu Pharmaceutical Co.Ltd(688553) 2021 disclosed on the.
(VI) deliberated and passed the proposal on the financial statement report of 2021
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
In 2021, the company achieved an operating revenue of 18237331 million yuan, a year-on-year increase of 33.69%; The net profit attributable to the shareholders of the listed company was 4458586 million yuan, a year-on-year increase of 29.87%. The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 409937100 yuan, a year-on-year increase of 26.22%. As of December 31, 2021, the total assets of the company were 412955000 yuan, a year-on-year increase of 240.51%; The net assets were 35584969 million yuan, a year-on-year increase of 373.53%.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on profit distribution plan for 2021
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
The company plans to implement profit distribution in 2021. Based on the total share capital registered on the date of equity distribution, the profit distribution will distribute cash dividends of RMB 2.11 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 8937960000 (including tax), accounting for 20.05% of the net profit attributable to shareholders of Listed Companies in 2021. The company will not convert capital reserve into share capital and will not give bonus shares this year. The cash distribution amount in the profit distribution of 2021 is temporarily calculated based on the total share capital of 42360000 shares on the disclosure date of the company’s 2021 annual report. The total amount of cash dividends actually distributed will be calculated based on the total share capital on the registration date of dividends and dividends in 2021.
The independent directors of the company expressed their consent to the proposal.
The 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 (www.sse. Com. CN.) on April 7, 2022 Announcement of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) 2021 annual profit distribution plan disclosed on the.
(VIII) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
The board of Directors believes that during the reporting period, the company made special account storage and special use of the raised funds, and timely fulfilled the obligation of information disclosure. The special report on the deposit and actual use of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) raised funds in 2021 complies with the relevant provisions of 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 company’s measures for the management of raised funds. There is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of raised funds.
The independent directors of the company expressed their consent to the proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 7, 2022 Special report on the deposit and actual use of raised funds in Sichuan Huiyu Pharmaceutical Co.Ltd(688553) 2021 disclosed on the.
(IX) deliberated and passed the proposal on undisclosed internal control evaluation report in 2021
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
The company was listed on the science and Innovation Board of Shanghai Stock Exchange on October 26, 2021. According to Article 3 (II) of Chapter II of the business guide for information disclosure of listed companies on the science and Innovation Board No. 7 – matters related to annual reports, “a newly listed company shall start to build an internal control system in the year of listing, and disclose the internal control evaluation report and internal control audit report at the same time as the annual report of the next year of listing.”
According to the above provisions, the company is a newly listed company in 2021, so the internal control evaluation report in 2021 is not disclosed.
(x) deliberated and passed the proposal on using some idle self owned funds to purchase financial products
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
On the premise of ensuring that the normal operation of the company will not be affected, it is agreed that the company will use its own idle funds of no more than RMB 4 billion (including principal) for entrusted financial management, and timely purchase financial products of financial institutions with low and medium risk, principal guaranteed, high security and good liquidity. The service life is within 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders. Within the above quota and period, the funds can be invested circularly and used on a rolling basis. At the same time, the management of the company is authorized to exercise the investment decision-making power and sign relevant contract documents, and the relevant financial departments of the company are responsible for the specific implementation of the matter.
The independent directors of the company expressed their consent to the proposal.
The 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 (www.sse. Com. CN.) on April 7, 2022 Announcement of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) on purchasing financial products with temporarily idle self owned funds disclosed on the.
（11） Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
As the audit institution of the company in 2021, Tianjian certified public accountants Co., Ltd. diligently and conscientiously performed its duties in the audit of the company in 2021, and objectively and fairly evaluated the financial status and operating results of the company. Therefore, the company plans to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s annual audit institution in 2022 for one year.
The independent directors of the company gave their prior approval and consent to the proposal.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 7, 2022 Announcement of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) renewing the appointment of accounting firm disclosed on the.
（12） The proposal on the 2022 annual remuneration plan of the company’s directors was deliberated and passed. All directors avoided voting and directly submitted it to the general meeting of shareholders for deliberation.
（13） Deliberated and passed the proposal on the 2022 annual salary plan for senior managers of the company
Voting results: 7 votes in favor; 0 abstention; 0 votes against.
2022 annual salary plan for senior managers of the company: the salary of senior managers of the company includes two parts: fixed salary and performance bonus, and the performance bonus is linked to personal performance evaluation. Ding Zhao and Gao Lan, affiliated directors, avoided voting.
The independent directors of the company expressed their consent to the proposal.
（14） Deliberated and passed the proposal on canceling some stock options
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
According to the provisions of “II. Changes in the personal situation of the incentive object” in “Chapter XII handling of changes in the company and the incentive object” of the 2020 stock option incentive plan (hereinafter referred to as the “incentive plan”) deliberated and approved by the company’s third extraordinary general meeting in 2020: if the incentive object refuses to renew the labor contract upon expiration, or voluntarily resigns before the expiration of the labor contract, its exercised shares will not be handled, Stock options granted but not exercised shall not be exercised and shall be cancelled by the company.
In view of the fact that one incentive object granted for the first time resigned for personal reasons and no longer qualified as an incentive object, 9492 stock options granted but not exercised by one original incentive object granted for the first time in 2020 equity incentive plan were cancelled.
The independent directors of the company expressed their consent to the proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 7, 2022 Announcement of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) on cancellation of some stock options disclosed on.
（15） The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
In order to meet the demand for working capital, improve the use efficiency of raised funds, reduce financial costs and safeguard the interests of the company and shareholders on the premise of ensuring the capital demand for the construction of raised funds investment projects and the normal progress of raised funds projects, In accordance with the relevant provisions of 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 companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s raised funds management system, the company plans to use part of the over raised funds of RMB 135 million for permanent replenishment of working capital.
The 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 (www.sse. Com. CN.) on April 7, 2022 Announcement of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) on permanent replenishment of working capital with part of over raised funds disclosed on the.
（16） The proposal on the company’s application for credit line from banks and other financial institutions in 2022 was deliberated and adopted
Voting results: 9 votes in favor; 0 abstention; 0 votes against.
