Securities code: Honz Pharmaceutical Co.Ltd(300086) securities abbreviation: Honz Pharmaceutical Co.Ltd(300086) Announcement No.: 2022025
Honz Pharmaceutical Co.Ltd(300086)
Announcement on the resolution of the 23rd Meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Honz Pharmaceutical Co.Ltd(300086) (hereinafter referred to as “the company”) the 23rd Meeting of the 5th board of directors was held on April 6, 2022 in the company’s conference room on the 26th floor of Guangzhou Dongshan Plaza by on-site and communication voting. The notice of the meeting was sent by mail and telephone on March 28, 2022. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The meeting was presided over by Mr. Hong Jiangyou, chairman of the board of directors, and the company’s supervisors and relevant senior managers attended the meeting as nonvoting delegates. The provisions of the company law, the articles of association and other laws and regulations of the people’s Republic of China.
After careful deliberation and voting by the directors present, the following proposals were adopted:
1. The 2021 annual work report of the board of directors of the company was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Mr. Chen Sidong, Mr. Zheng Jianzhao and Mr. Zhang Chengzhi, the independent directors of the company during the reporting period, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant contents of the 2021 annual report of independent directors and section III “management discussion and analysis” of the 2021 annual report.
2. The 2021 president’s work report of the company was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
3. The 2021 annual report and summary of the company was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The company’s 2021 annual report and its abstract are detailed on cninfo.com.cn And other information disclosure websites designated by the CSRC, and the suggestive announcement of the annual report is also published in the newspapers and periodicals designated by the company for information disclosure: China Securities News, securities times and Shanghai Securities News.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The 2021 annual financial statement of the company was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day And the company’s 2021 financial statement on the information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The 2021 profit distribution plan of the company was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partner), the net profit of Honz Pharmaceutical Co.Ltd(300086) (parent company) in 2021 was 1098750499 yuan. As of December 31, 2021, the profit available for distribution to shareholders of the company was 10165732776 yuan.
According to the actual operating results of the company in 2021 and the business operation and investment development plan in 2022, the company plans to use the net profit of 2021 to support the business operation and investment development of the company, so as to expand its main business, and puts forward the following plans for the profit distribution plan of the company in 2021:
In 2021, the company plans not to make profit distribution, nor to convert capital reserve into share capital or send shares.
6. The special report on the deposit and use of the company’s raised funds in 2021 was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The independent directors of the company have expressed their independent opinions on the matter; The sponsor Haitong Securities Company Limited(600837) Co., Ltd. issued special verification opinions; The audit institution Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued an assurance report.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day And other relevant announcements such as the special report on the deposit and use of the company’s raised funds in 2021 on the information disclosure website designated by the CSRC.
7. The 2021 annual internal control self-evaluation report of the company was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The independent directors of the company expressed their independent opinions on the matter. The 18th meeting of the 5th board of supervisors of the company reviewed the report and issued audit opinions. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the standard unqualified internal control audit report of 2021.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day And other relevant announcements such as the company’s 2021 internal control self-evaluation report and relevant opinions announcement and 2021 internal control audit report on the information disclosure website designated by the CSRC.
8. The proposal on daily related party transactions in 2022 was considered and adopted. The voting of relevant sub proposals is as follows:
(1) According to the business activity plan of the company in 2022, the company and its subsidiaries are expected to have an agent product business of no more than 30 million yuan with Guangdong Lipson in 2022.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping, as affiliated directors, have avoided voting.
(2) According to the company’s business activity plan in 2022, the company and its subsidiaries expect to have a product purchase transaction of no more than 5 million yuan from Hongrui culture in 2022.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping, as affiliated directors, have avoided voting.
(3) According to the company’s business activity plan in 2022, the company and its subsidiaries predict that the purchase of commodities from Hongshi investment and its controlled enterprises will not exceed 10 million yuan in 2022.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping, as affiliated directors, have avoided voting.
(4) According to the business activity plan of the company in 2022, the company and its subsidiaries predict that no more than 20 million yuan of commodity and product sales agency transactions will occur to Hongshi investment and its controlled enterprises in 2022.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping, as affiliated directors, have avoided voting.
(5) According to the company’s business activity plan in 2022, the company and its subsidiaries expect to have office and warehouse leasing business of no more than 5 million yuan with Hongshi investment and its controlled enterprises in 2022.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping, as affiliated directors, have avoided voting.
The independent directors of the company have approved the daily connected transaction plan in advance and expressed their agreed independent opinions. For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day And other relevant announcements such as the company’s proposal on expected daily connected transactions in 2022 on the information disclosure website designated by the CSRC.
9. The 2022 investor relations management plan was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day And the 2022 investor relations management plan on the information disclosure website designated by the CSRC.
10. The 2021 environmental, social and Governance (ESG) report was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day And the environmental, social and Governance (ESG) report of 2021 on the information disclosure website designated by the CSRC.
11. The proposal on applying for comprehensive credit line from financial institutions was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
In order to meet the needs of the company’s production, operation and project investment funds, the company and its wholly-owned subsidiaries, holding subsidiaries and holding subsidiaries intend to apply for a comprehensive credit line of no more than RMB 1.5 billion from relevant financial institutions, and provide joint and several liability guarantee of no more than RMB 1.5 billion for the loans within the comprehensive credit line of financial institutions.
The above comprehensive credit is mainly used for long-term and short-term loans, bank acceptances, trade financing, letter of guarantee, letter of credit, bill pledge, bill pledge loans and other financial unit credit businesses of the company and its wholly-owned subsidiaries, holding subsidiaries and holding subsidiaries for daily production and operation and project investment and construction. The specific credit line shall be subject to the agreement signed between the company and relevant financial institutions. Within the credit term, the credit line can be recycled. For the specific business under the comprehensive credit of the above financial institutions, the company and its wholly-owned subsidiaries, holding subsidiaries and holding subsidiaries can provide mutual guarantees. The guarantee amount shall not exceed 1.5 billion yuan, and the guarantee method is joint and several liability guarantee.
In order to improve efficiency, the company proposes to authorize Mr. Hong Jiangyou, chairman of the board of directors, to fully handle the specific matters related to the company and its wholly-owned subsidiaries, holding subsidiaries and holding subsidiaries applying for credit or providing guarantee to financial institutions according to the actual business needs of the company, and to represent the company and its wholly-owned subsidiaries, holding subsidiaries The holding subsidiary company shall sign all contracts, agreements, vouchers and other legal documents related to all credit (including but not limited to credit, loan, guarantee, mortgage, financing, etc.) within the above comprehensive credit line.
The authorization period of the above authorization limit is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. The credit or guarantee beyond the above comprehensive credit line and guarantee scope shall be resubmitted to the board of directors or the general meeting of shareholders for deliberation in accordance with the relevant provisions of the articles of association.
This 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 company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on matters related to applying for comprehensive credit line from financial institutions.
It is hereby announced.
Honz Pharmaceutical Co.Ltd(300086) board of directors
April 6, 2022
