( Hanshang Group Co.Ltd(600774) ) 2021 annual general meeting
Parliamentary documentation
Hanshang Group Co.Ltd(600774) board of directors
April 2022
catalogue
Notes to the 2021 annual general meeting of shareholders 3 agenda of the annual general meeting of shareholders in 2001 4 proposal 1. Annual report and summary of 2021 5. Proposal II. 2021 annual work report of the board of Directors 6 proposal III. financial final accounts report of 202122 proposal IV. 2021 annual work report of the board of supervisors 27. Proposal v. 2021 annual report of independent directors 30 motion VI. 2021 profit distribution and capital reserve converted into share capital plan 34 proposal 7. Proposal on renewing the appointment of accounting firms 35 proposal 8. Proposal on adjusting the remuneration of independent directors 36 proposal 9. Proposal on purchasing directors, supervisors and senior managers' liability insurance 37 proposal X. proposal on the expected renewal and new guarantee amount for the holding subsidiary 38
Notes to the 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of investors and ensure the smooth convening of the 2021 annual general meeting of shareholders of Hanshang Group Co.Ltd(600774) (hereinafter referred to as "the company"), in accordance with the rules of the general meeting of shareholders of listed companies and other relevant provisions of the China Securities Regulatory Commission, the following instructions for the meeting are formulated: 1. The shareholders of the company (including shareholders' representatives, the same below) participate in the general meeting and enjoy the right to speak, question, vote and other rights according to law, And earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of other shareholders, and shall not disturb the normal order of the general meeting.
2、 In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders attending the meeting, the company has the right to refuse other personnel to enter the meeting place according to law, except shareholders attending the meeting, directors, supervisors, senior managers of the company, lawyers hired by the company and personnel invited by the board of directors.
3、 Shareholders attending the meeting must arrive at the meeting site 15 minutes before the meeting to go through the registration formalities with the meeting affairs group of the meeting, and please show the stock account card, shareholding certificate, ID card or legal entity certificate, power of attorney and attendee's ID card as required. After verification, they can attend the meeting and receive the meeting materials.
4、 The speeches or questions of shareholders and their representatives shall follow the unified arrangement of the agenda of the meeting. The speech or question shall focus on the topic of this meeting. If it has nothing to do with the topic of this shareholders' meeting or involves the company's business secrets, the company has the right not to respond. It is suggested that each shareholder who asks questions should speak for no more than five minutes, and the host can arrange the company's directors, supervisors or senior managers to answer.
5、 In order to improve the efficiency of the meeting, the host can master the time to answer shareholders' questions and will not speak at the meeting during voting.
6、 Voting at the on-site meeting adopts the method of open ballot. Shareholders are requested to fill in their opinions according to the voting requirements, and the staff of the general meeting of shareholders will uniformly collect the votes. A shareholder representative will be nominated from the shareholders participating in the meeting to be responsible for vote counting and supervision together with lawyers and supervisors' representatives; The voting results shall be announced by the meeting host or designated relevant personnel.
7、 The board of directors of the company employs practicing lawyers to attend the shareholders' meeting as nonvoting delegates and issue legal opinions.
8、 The company has the right to take necessary measures to stop acts that interfere with the order of the general meeting of shareholders and infringe upon the legitimate rights and interests of other shareholders, and report to relevant departments for investigation and punishment.
Agenda of 2021 annual general meeting
Meeting mode: combination of on-site voting and online voting
Convener: Hanshang Group Co.Ltd(600774) board of directors
On site meeting time: 14:30, April 20, 2022
Venue of the on-site meeting: conference room, 10th floor, 21st Century Shopping Center, No. 577, Hanyang Avenue, Hanyang District, Wuhan. Online voting time: 9:15-9:25, 9:30-11:30, 13:00-15:00, April 20, 2022. Agenda:
1、 The chairman of the meeting announces the beginning of the meeting, introducing the number of shareholders (or shareholders' agents) attending the on-site meeting and the total number of shares represented, as well as the directors, supervisors and senior executives of the company attending the meeting;
2、 Matters to be considered at the meeting:
1. Annual report and summary of 2021;
2. Annual work report of the board of directors in 2021;
3. 2021 annual financial statement report;
4. 2021 annual work report of the board of supervisors;
5. Report on the work of independent directors in 2021;
6. Proposal on profit distribution and conversion of capital reserve into share capital of the company in 2021;
7. Proposal on renewing the appointment of accounting firms;
8. Proposal on adjusting the remuneration of independent directors;
9. Proposal on purchasing the liability insurance of directors, supervisors and senior managers;
10. Proposal on the expected renewal and new guarantee amount for the holding subsidiary.
3、 Shareholder's speech;
4、 Shareholders' voting;
5、 Recommend candidates for shareholders' representatives and supervisors who count and supervise votes at the general meeting;
6、 Ask the scrutineer to announce the voting results of on-site and online voting;
7、 Declaration of legal opinions by lawyers;
8、 The attending directors shall sign the resolutions and minutes of the general meeting;
9、 The moderator declared the meeting closed.
Proposal 1: annual report and summary of 2021
Shareholders and shareholder representatives:
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 reports issued by the CSRC, the company has prepared the Hanshang Group Co.Ltd(600774) 2021 annual report and its abstract.
See the appendix for details: annual report of Hanshang Group Co.Ltd(600774) 2021 and its abstract, or the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Annual report and summary published.
All shareholders and their representatives are invited to review.
April 20, 2022
Proposal II. 2021 annual work report of the board of directors
Shareholders and shareholder representatives:
In 2021, in the face of covid-19 epidemic and the continuous change of business environment, the company continued to strengthen the dual main business development strategy of "big health + big business", continuously built the development foundation of big health industry, continued to consolidate the business foundation of chemical medicine, Chinese patent medicine and medical devices, synchronously expanded the business layout of assisted reproduction, biomedical materials and medical services, and combined business with pharmaceutical industry, Continuously promote the high-quality development of the company's health industry and commercial operation, and steadily enter the development year of strategic transformation.
In October 2020, the company completed the purchase of major assets of Dikang pharmaceutical and the delivery of relevant shares. In 2021, Dikang pharmaceutical achieved a net profit attributable to the parent company calculated according to the performance commitment compensation agreement (i.e. the net profit attributable to the parent company after deducting non recurring profits and losses and adding government subsidies such as financial subsidies and tax return) of 1255277 million yuan, and has completed the performance commitment of 90 million yuan in the second year.
During the reporting period, the company achieved an operating revenue of 1475250400 yuan, an increase of 980.05 million yuan over the same period last year, an increase of 197.91% year-on-year; The net profit attributable to shareholders of listed companies was 856791 million yuan, an increase of 40.193 million yuan over the same period last year, an increase of 88.36% year-on-year. 1、 The main work of the company during the reporting period is as follows:
1. Firm transformation and consolidate the foundation of the pharmaceutical industry
During the reporting period, the company firmly took Dikang pharmaceutical as the industrial foundation and built it into the development foundation of the company's high-quality pharmaceutical industry. In 2021, the pharmaceutical business firmly implemented the business strategy of taking sales realization as the leader, safety production as the foundation and compliance management as the guarantee, promoted the business performance of Dikang pharmaceutical to reach the best in history, realized an operating revenue of 1138199700 yuan, a net profit of 1226353 million yuan and a net operating cash inflow of 2033276 million yuan, effectively ensuring the growth of the company's performance. In the severe pharmaceutical competition environment, the company not only actively responded to the market changes of centralized drug procurement, but also continuously enhanced the sales capacity of the retail sector. During the reporting period, the company's main products rabeprazole sodium enteric coated tablets sold 155065 million boxes and Tongqiao Biyan granules sold 9.4245 million boxes. The sales realization capacity of the products has become a Beijing Dynamic Power Co.Ltd(600405) spring for the development of the company's pharmaceutical business.
2. Layout and development and expand medical subdivisions
During the reporting period, while consolidating the industrial foundation, the company accelerated the layout of the development sector of the pharmaceutical industry. In the field of assisted reproduction, the company takes Wuhan Tongji reproductive medicine hospital as the core, promotes the layout of the whole industrial chain of reproductive medicine, and relies on a team of experts with rich clinical experience to build a new modern diagnosis and treatment hospital area, committed to providing efficient and high-quality assisted reproduction services. During the reporting period, the company completed the change of 31% of the capital contribution of Wuhan Tongji reproductive medicine hospital. The company and the persons acting in concert held 80% of the voting rights of the general meeting of the investors and had the control over the major matters of Tongji reproductive hospital.
In the field of biomedical materials, relying on the existing technical advantages of absorbable medical materials and the mature R & D and transformation team of medical devices, the company invested and established hanshang Biotechnology (Chengdu) Co., Ltd. to promote the R & D and industrial transformation of the company's absorbable filling medical devices based on the patented technology of degradable injection polylactic acid fillers.
In addition, the company has established a joint venture with Shanghai Lianying smart Medical Investment Management Co., Ltd., which is committed to providing professional and convenient medical diagnosis services for patients; The company established Shangshang (Wuhan) beverage Co., Ltd. and launched "shangshangqing drink" plant beverage, selenium containing natural mountain spring water "shangshangshangquan drink" and other health drinks; The company increased its capital and took shares in Shenzhen yinguan Biotechnology Co., Ltd. to explore the research and development of stem cell products related to assisted reproduction.
3. Improve business efficiency and promote industrial integration and upgrading
During the reporting period, the company accelerated the improvement of traditional business operation efficiency, and not only reshaped the "scene, digital, social and intelligent" shopping environment by reconstructing the relationship between people, goods and market, but also realized the experience development mode of "low cost, light operation and high efficiency"; At the same time, integrate the location advantages of self owned properties with the resource advantages in the medical and health industry, build a modern medical service complex and assisted reproductive medicine Park, improve the operation efficiency and return on assets of self owned properties, and promote industrial integration and upgrading and high-quality development.
2、 Industry of the company during the reporting period
(I) pharmaceutical business
Under the situation of normalization of epidemic prevention and control, the rigid demand characteristics of the pharmaceutical manufacturing industry are more significant. With the superposition of factors such as the intensification of China's aging population, the improvement of residents' income level and the gradual improvement of the medical insurance system, residents' demand for diseases and health care drugs will maintain a steady growth. According to the statistics of the National Bureau of statistics, in 2021, the operating revenue of China's pharmaceutical manufacturing enterprises above Designated Size reached 292885 billion yuan, a year-on-year increase of 20.1%; The total profit reached 627.14 billion yuan, a year-on-year increase of 77.9%. Driven by the deepening medical reform policy, China Meheco Group Co.Ltd(600056) manufacturing industry has accelerated its transformation and upgrading. From the perspective of R & D, pharmaceutical manufacturing enterprises have continuously increased R & D investment in recent years, but the overall innovation ability still needs the accumulation and precipitation of experience and time; From the point of view of the sales side, under the background of the normalization of drug centralized volume procurement and medical insurance catalog negotiation, the drug price shows a downward trend, and the cost control ability of pharmaceutical manufacturing enterprises has become the core ability in the market competition of "price for quantity"; In addition, the structural adjustment of the pharmaceutical market and the continuous maturity and expansion of the retail market also require industry competitors to actively adapt to the new ecology of the pharmaceutical market. The transformation and upgrading of the pharmaceutical manufacturing industry has intensified the differentiation of industry competition.
(II) medical device business
In recent years, the scale of China's medical device industry has been expanding. According to the analysis data of the Southern Institute of pharmaceutical economics of the State Drug Administration, the operating revenue of China's medical device industry was 1039208 billion yuan in 2020, and the industrial scale exceeded trillion yuan for the first time. It is expected that the operating revenue will exceed 1.15 trillion yuan in 2021. In terms of some segments, the market scale of China's anti adhesion products has increased from 2.667 billion yuan in 2018 to 3.353 billion yuan in 2020, and the market has maintained growth (data source: Research Report on the development status and investment prospects of China's anti adhesion products industry from 2021 to 2026). The development of medical device industry is highly dependent on the policy environment. In 2021, while the national medical insurance administration promoted the deepening of the reform of centralized procurement of high-value medical consumables, the State Council issued policies to encourage innovative R & D and give priority to the review and approval of Innovation Medical Management Co.Ltd(002173) devices, so as to provide a good opportunity for Chinese enterprises with price advantage and R & D ability to realize the rapid growth of product sales share, so as to accelerate the process of domestic substitution of medical devices.
(III) commercial operation business
In 2021, the normalization prevention and control of the epidemic was more accurate and effective, the national economy as a whole was better, and the policies to promote consumption and expand domestic demand were intensively introduced and gradually implemented with remarkable results. China's consumer market maintained a recovery trend, and offline physical business continued to recover. According to the data of the National Bureau of statistics, the total retail sales of social consumer goods in 2021 was 440823 billion yuan, an increase of 12.5% over the previous year, an increase of 8% over 2019, and an average growth rate of 3.9% in the two years. By retail format, the retail sales of supermarkets, convenience stores, department stores, specialty stores and specialty stores in retail units above Designated Size in 2021 increased by 6.0%, 16.9%, 11.7%, 12.8% and 12.0% respectively over the previous year. However, the accelerated penetration of e-commerce under the catalysis of the epidemic still poses competitive pressure on the physical retail department store industry.
The operation of the retail business industry is closely related to the macroeconomic environment and is consistent with the cyclical changes of China's market economy.
(IV) Convention and Exhibition operation business
The overall development trend of China's exhibition industry is slowing down, and the overall exhibition service quality needs to be improved. In 2020, the exhibition industry was severely hit by covid-19 epidemic, many large-scale exhibitions and conferences outside China were cancelled or postponed, and the overall development of China's exhibition industry was limited. According to the data released by China Convention and Exhibition Economic Research Association, the total number of national exhibitions in 2020 was 5408, with a total exhibition area of 772661
