Securities code: Betta Pharmaceuticals Co.Ltd(300558) securities abbreviation: Betta Pharmaceuticals Co.Ltd(300558) Announcement No.: 2022029 Betta Pharmaceuticals Co.Ltd(300558)
Announcement of resolutions of the 30th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. The board of directors was convened by Chairman Mr. Ding Liming. The notice of the meeting was sent to all directors by e-mail, telephone and other forms on March 21, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The board of directors was held in the conference room on the first floor of the administrative building of the company’s Hangzhou headquarters on April 1, 2022. The on-site meeting combined with video conference was adopted to vote on site.
3. The board of directors should be attended by 11 people, and the actual number of people attending the meeting is 11.
4. The board of directors was presided over by the chairman, Mr. Ding liming, and the company’s senior managers and supervisors attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of Betta Pharmaceuticals Co.Ltd(300558) articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. General manager’s work report in 2021
After deliberation, the board of directors of the company adopted the work report of the general manager in 2021.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
2. Work report of the board of directors in 2021
After deliberation, the board of directors of the company approved the work report of the board of directors in 2021. Meanwhile, the independent directors of the third board of directors, Mr. Jiangnan Cai, Mr. Zhao Jun, Mr. Wang Wei and Ms. Huang Xinqi, submitted the work report of independent directors in 2021 to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The work report of the board of directors in 2021 and the work report of independent directors in 2021 are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. , the same below).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Financial statement report of 2021
In 2021, the company achieved an operating revenue of 22458556 million yuan, an increase of 20.08% over the same period of last year; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 345680200 yuan, an increase of 3.52% over the same period of last year. The directors attending the meeting believed that the company’s 2021 financial statement objectively and truly reflected the company’s financial situation and operating results in 2021.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
For details of the financial statement of 2021, please refer to the relevant contents disclosed on cninfo.com on the same day. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. Full text and summary of 2021 Annual Report
After deliberation, the board of directors of the company adopted the full text and summary of the 2021 annual report.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The full text of the summary of Betta Pharmaceuticals Co.Ltd(300558) 2021 annual report (Announcement No.: 2022028) was disclosed on cninfo.com on the same day and will be published in the securities times at the same time. The full text of Betta Pharmaceuticals Co.Ltd(300558) 2021 annual report was disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. 2021 profit distribution plan
Audited by Lixin Certified Public Accountants (special general partnership), the company’s net profit attributable to the owner of the parent company in 2021 was 38306784044 yuan, of which the net profit of the parent company was 47878537689 yuan, the profit available for distribution to shareholders in that year was 47878537689 yuan, plus 206937223485 yuan of undistributed profit in previous years, plus 51515298 yuan of undistributed profit in previous years adjusted by changes in accounting policies, Minus the dividend of 12808050303 yuan in 2020, the accumulated distributable profit at the end of the period was 242059226169 yuan.
The board of directors agreed that the company’s profit distribution plan for 2021 is: take the total share capital of 415388667 shares as the base, distribute cash dividends of RMB 2.50 (including tax) to all shareholders for every 10 shares, and distribute cash dividends of RMB 10384716675 in total; The remaining undistributed profits are carried forward and distributed in subsequent years. No conversion of accumulation fund into share capital. The independent directors of the company gave their independent opinions on the matter, and the board of supervisors of the company gave their audit opinions on the matter.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The full text of Betta Pharmaceuticals Co.Ltd(300558) announcement on 2021 annual profit distribution plan (Announcement No.: 2022034) was disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. Proposal on the remuneration of directors, supervisors and senior managers of the company in 2021
After deliberation, the board of directors of the company passed the proposal on the remuneration of directors, supervisors and senior managers of the company in 2021. According to the company’s production and operation performance in 2021, the total remuneration of the company’s directors, supervisors and senior managers in 2021 was 159328 million yuan, and the directors who did not hold administrative positions in the company did not receive remuneration in the company in 2021. The independent directors of the company expressed their independent opinions on the matter.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The remuneration proposal of the company’s directors and supervisors needs to be submitted to the 2021 annual general meeting for deliberation.
7. Special report on the deposit and use of raised funds in 2021
After deliberation, the board of directors of the company adopted the special report on the deposit and use of raised funds in 2021.
The independent directors of the company expressed their independent opinions on the matter, and the board of supervisors of the company issued audit opinions.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The special report on the deposit and use of raised funds in 2021 is detailed in the relevant contents disclosed by the company on cninfo.com on the same day.
8. Self evaluation report on internal control in 2021
After deliberation, the board of directors of the company adopted the self-evaluation report on internal control in 2021.
The independent directors of the company gave their independent opinions on the internal control self-evaluation report, and the board of supervisors of the company gave their audit opinions on the internal control self-evaluation report.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
For details of the self-evaluation report on internal control in 2021, please refer to the relevant contents disclosed by the company on cninfo.com on the same day.
9. Proposal on reappointment of accounting firm in 2022
Since 2012, Lixin Certified Public Accountants (special general partnership) has provided audit services for the company and is the auditor of the company’s initial public offering. Taking into account the continuity of business cooperation, the understanding of the company and other factors, in order to ensure the smooth progress of the audit work, the board of directors agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. The independent directors of the company have approved the matter in advance and expressed their agreed independent opinions.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The full text of Betta Pharmaceuticals Co.Ltd(300558) the announcement on renewing the appointment of accounting firms in 2022 (Announcement No.: 2022035) was disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. Proposal on using idle self owned funds for cash management
In order to improve the use efficiency of funds and make rational use of idle funds, without affecting the normal operation of the company, the company will use idle self owned funds with a maximum amount of no more than 1 billion yuan to purchase low-risk, short-term (single transaction no more than 12 months) principal guaranteed financial products (including structural deposits), and the funds within the above amount can be used in a rolling manner. The investment period is from the deliberation and approval of this proposal at the 2021 annual general meeting of shareholders to the convening of the 2022 annual general meeting of shareholders. In order to facilitate the purchase of financial products, the board of directors of the company requests the 2021 annual general meeting of shareholders of the company to authorize the chairman of the company to decide, and the finance department shall handle the purchase of financial products within the above purchase period and purchase limit. The independent directors of the company expressed their independent opinions on the matter.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The full text of Betta Pharmaceuticals Co.Ltd(300558) announcement on cash management with idle self owned funds (Announcement No.: 2022031) was disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. Proposal on using idle raised funds for cash management
In order to further improve the use efficiency of idle raised funds, under the condition of ensuring that the normal operation of the company and the normal use plan of raised funds are not affected, the company is agreed to use the idle raised funds with a maximum amount of no more than RMB 400 million for cash management and purchase short-term (no more than 12 months) principal guaranteed bank financial products, It does not include the types of venture capital involved in the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange. The funds within the above quota can be used on a rolling basis, and the investment period is from the deliberation and approval of this proposal at the 2021 annual general meeting of shareholders to the convening of the 2022 annual general meeting of shareholders. The board of directors of the company requests the 2021 annual general meeting of shareholders of the company to authorize the chairman of the company to decide on specific investment matters and sign relevant contract documents within the above quota and the validity period of the resolution, and the Finance Department of the company is responsible for organizing the implementation. The independent directors of the company expressed their independent opinions on the matter.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The full text of Betta Pharmaceuticals Co.Ltd(300558) announcement on cash management with idle raised funds (Announcement No.: 2022032) was disclosed on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
12. Proposal on the application of the company and its subsidiaries for comprehensive financing line and the provision of guarantee for financing within the financing line
In order to meet the needs of the company’s business development, the company and its subsidiaries kanangi Pharmaceutical Technology (Shanghai) Co., Ltd., Zhejiang BEDA Diagnostic Technology Co., Ltd., BeDa dream workshop Holding Co., Ltd., BeDa dream workshop (Hangzhou) Innovation Technology Co., Ltd., BeDa dream workshop (Zhejiang) pharmaceutical holding Co., Ltd., Betta Pharmaceuticals Co.Ltd(300558) (Shengzhou) Co., Ltd., BeDa biomedical technology (Zhejiang) Co., Ltd. and xcovery holdings, Inc., equinox Sciences, LLC, Beida investment (Hong Kong) Co., Ltd., xcovery Betta pharmaceuticals, Inc. and meryx Inc. applied for a total amount of financing of no more than RMB 2 billion. The starting period of financing is from the deliberation and approval of this proposal at the 2021 annual general meeting to the convening of the 2022 annual general meeting. The above financing amount is not equal to the actual financing amount of the company. The actual financing amount should be within the above financing amount and subject to the actual financing amount between the financial institution and the company. The specific financing amount will be reasonably determined according to the actual demand of the company’s working capital. For the above financing, the company and its subsidiaries can provide mutual guarantee with a guarantee amount of no more than 2 billion yuan. In order to ensure the smooth progress of the company and its subsidiaries’ application for financing and guarantee from banks and other financial institutions, the board of directors of the company requested the 2021 annual general meeting of shareholders of the company to authorize the chairman of the company to sign relevant legal documents under financing with banking institutions on behalf of the company. The independent directors of the company expressed their independent opinions on the matter.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The full text of Betta Pharmaceuticals Co.Ltd(300558) the announcement on the application of the company and its subsidiaries for comprehensive financing line and the provision of guarantee for financing within the financing line (Announcement No.: 2022033) was disclosed on cninfo.com on the same day. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
13. Proposal on convening the 2021 annual general meeting of shareholders of the company
The company is scheduled to hold the 2021 annual general meeting of shareholders in the large conference room on the first floor of Betta Pharmaceuticals Co.Ltd(300558) headquarters, No. 355, Xingzhong Road, Yuhang Economic and Technological Development Zone, Hangzhou at 14:30 on April 28, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting.
Voting results: 11 in favor, 0 against and 0 abstention. The proposal was passed.
The full text of Betta Pharmaceuticals Co.Ltd(300558) notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022036) was disclosed on cninfo.com on the same day.
3、 Documents for future reference
1. Betta Pharmaceuticals Co.Ltd(300558) Co., Ltd
