Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022032
Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Announcement of resolutions of the 11th meeting of the 7th 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.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company" or " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ") the notice of the 11th meeting of the seventh board of directors was sent to all directors, supervisors and senior managers by telephone and e-mail on March 28, 2022. The 11th meeting of the 7th board of directors was held in Sichuan Kelun Pharmaceutical Co.Ltd(002422) headquarters on April 7, 2022 by means of on-site communication. There were 8 directors and 8 actual directors, including Mr. Liu Chuangxin and Mr. Liu Sichuan, who attended the meeting on site, other directors attended the meeting by means of communication, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions made were legal and effective.
The meeting was presided over by Mr. Liu Chuangxin, chairman of the company. The directors attending the meeting deliberated and voted on the following proposals and formed the following resolutions:
1、 The 2021 work report of the board of directors was reviewed and adopted with 8 affirmative votes, 0 negative votes and 0 abstention
For details of the work report of the board of directors in 2021, please refer to the relevant parts of the company's annual report in 2021. The full text of the report was published on the designated website of the company's information disclosure (www.cn. Info. Com. CN.) on April 11, 2022.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The 2021 annual general manager's work report was reviewed and adopted with 8 affirmative votes, 0 negative votes and 0 abstention
For details of the work report of the company's general manager in 2021, please refer to the relevant parts of the company's annual report in 2021. The full text of the report was published on the company's designated information disclosure website cninfo.com.cn on April 11, 2022.
3、 The proposal on reviewing the annual report and summary of the company in 2021 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention
The full text and summary of the 2021 annual report can be found on cninfo (www.cn. Info. Com. CN), the designated website for information disclosure of the company, The summary of the annual report was also published in the securities times, Shanghai Securities News, securities daily and China Securities News on April 11, 2022.
The board of supervisors of the company issued clear audit opinions on the annual report and summary of the company in 2021. For details, please refer to the same day's publication on the company's designated information disclosure website cninfo (www.cn. Info. Com. CN.) Announcement on resolutions of the 7th Meeting of the 7th board of supervisors.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The financial final accounts report for 2021 was reviewed and adopted with 8 affirmative votes, 0 negative votes and 0 abstention
The company's 2021 financial statements have been audited by KPMG Huazhen Certified Public Accountants (special general partnership). The audit report holds that the company's financial statements fairly reflect the consolidated financial position and financial position as of December 31, 2021, as well as the consolidated operating results, operating results, consolidated cash flow and cash flow in 2021, and issue a standard unqualified 2021 audit report.
In 2021, the operating revenue reached 17.277 billion yuan, an increase of 4.94% over the previous year; The net profit attributable to shareholders of listed companies was 1.103 billion yuan, an increase of 32.94% over the previous year.
At the end of 2021, the total assets of the company were 31.54 billion yuan, a decrease of 443 million yuan over the beginning of the year. At the end of 2021, the company's total liabilities were 17.410 billion yuan, a decrease of 570 million yuan over the beginning of the year. At the end of 2021, the total shareholders' equity attributable to the parent company was 13.857 billion yuan, an increase of 358 million yuan over the beginning of the year.
In 2021, the cost was 8.407 billion yuan, an increase of 393 million yuan or 4.90% over the previous year. In 2021, the non recurring profit and loss was 65 million yuan, a decrease of 136 million yuan or 67.70% over the previous year.
In 2021, the net inflow of cash flow from operating activities was 2.847 billion yuan, an increase of 628 million yuan or 28.28% over last year; In 2021, the net outflow of cash flow from investment activities was 1.53 billion yuan, an increase of 625 million yuan over last year, and the net expenditure increased by 68.98%; In 2021, the net outflow of cash flow from financing activities was 1.271 billion yuan, an increase of 549 million yuan over the previous year, and the net expenditure increased by 75.98%.
See relevant parts of the company's 2021 annual report for details of the company's financial final accounts in 2021. The full text of the report was published on the designated website of the company's information disclosure (www.cn. Info. Com. CN.) on April 11, 2022.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on the profit distribution plan for 2021 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention
According to the audit of KPMG Huazhen Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 1102554348 yuan (including 1454199873 yuan of net profit realized by the parent company), less: 145419987 yuan of 10% legal surplus reserve withdrawn in accordance with the articles of Association, plus 7754401738 yuan of undistributed profit at the beginning of the year, Less: according to the 2020 profit distribution plan approved by the company's 2020 annual general meeting of shareholders, RMB 3.188 in cash (including tax) is distributed for every 10 shares, a total of RMB 450046001 in cash dividends are distributed, and the company's actual profit available for distribution to shareholders at the end of the period is RMB 8261490098 (the undistributed profit of the parent company is RMB 6821343905). The company's capital reserve at the end of the period was 3581202467 yuan. In order to enable all shareholders to share the operating results, it is suggested that the profit distribution plan for 2021: the company plans to distribute a cash dividend of 4.26 yuan (including tax) to all shareholders for every 10 shares based on the number of share capital that can be distributed on the equity registration date determined by the profit distribution implementation announcement; No conversion, no share bonus.
According to the company's current total share capital of 1425422862 shares, after deducting 19145880 shares held by the company through the special repurchase account, and taking the share capital of 1406276982 shares as the base, the total cash dividend is expected to be 599073994 yuan, accounting for 54.34% of the net profit attributable to the shareholders of the listed company in the consolidated statements of 2021. The actual amount of cash dividends shall be subject to the amount of share capital that can be distributed on the date of equity registration determined by the profit distribution implementation announcement. If the total share capital of the company or the total number of shares entitled to participate in dividends changes due to share repurchase, share cancellation, equity incentive plan and employee stock ownership plan from the date of disclosure of the plan to the date of equity distribution registration, the company will adjust the total distribution accordingly according to the principle of fixed distribution proportion.
The 2021 profit distribution plan launched by the company is legal, compliant and reasonable, and complies with the commitments made by the company and the profit distribution policy specified in the articles of association of the company. It is submitted to the general meeting of shareholders of the company to review the above profit distribution plan and authorize the management of the company to handle relevant matters related to the implementation of the 2021 profit distribution plan.
The independent directors of the company have expressed their independent opinions on the profit distribution plan of the company in 2021. See the website designated for information disclosure of the company cninfo.com.cn for details.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the renewal of the company's accounting firm in 2022 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention
The company plans to continue to employ KPMG Huazhen Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and request the general meeting of shareholders to authorize the company's management to determine its annual audit fee according to the specific workload and market price level of 2022 audit. For details, please refer to the company's securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 11, 2022 Announcement on the renewal of the company's accounting firm in 2022.
The independent directors of the company have issued their independent opinions of prior approval and consent on the company's renewal of the appointment of the audit institution in 2022. For details, please refer to the designated website of the company's information disclosure, http://www.cn.info.com.cn. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 With 8 affirmative votes, 0 negative votes and 0 abstention, the proposal on reviewing the company's self-evaluation report on internal control in 2021 was deliberated and adopted
The board of supervisors and independent directors of the company respectively issued audit opinions and independent opinions on the self-evaluation report of internal control in 2021. For details of the self-evaluation report of internal control in 2021 and the independent opinions of independent directors, please refer to cninfo (www.cn. Info. Com. CN), the designated website for information disclosure of the company, The announcement on the resolution of the seventh meeting of the seventh board of supervisors was also published in the securities times, Shanghai Securities News, securities daily and China Securities News on April 11, 2022.
8、 With 8 affirmative votes, 0 negative votes and 0 abstention, the proposal on reviewing the company's 2021 annual social responsibility report was deliberated and adopted
For details, please refer to cninfo (www.cn. Info. Com. CN.), the designated website of the company for information disclosure. Yes, with 0 abstention, the proposal on the expected daily related party transactions of the company in 2022 was deliberated and adopted. For details, see the company's publication in securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 11, 2022 Announcement on the expected daily related party transactions of the company in 2022. The independent directors have issued their independent opinions of prior approval and consent to the company's proposal on the expected daily connected transactions of the company in 2022. For details, please refer to the designated website of the company's information disclosure, http://www.cn.info.com.cn.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on the expected daily related party transactions between the company and Kelun medical equipment in 2022 was deliberated and adopted by 6 votes in favor, 0 against and 0 abstention when the related directors Liu Xingxin and Liu Sichuan avoided voting
For details, please refer to the company's securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 11, 2022 Announcement on the expected daily related party transactions between the company and Kelun medical equipment in 2022.
The independent directors gave their independent opinions of prior approval and consent to the company's proposal on the expected daily connected transactions between the company and Kelun medical equipment in 2022. For details, please refer to the designated website of the company's information disclosure, http://www.cn.info.com.cn.
11、 With 8 affirmative votes, 0 negative votes and 0 abstention, the proposal on the expected daily connected transactions between the company and Shijiazhuang No.4 Pharmaceutical Group in 2022 was deliberated and adopted
For details, please refer to the company's securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 11, 2022 Announcement on the expected daily related party transactions between the company and Shisi Pharmaceutical Group in 2022.
The independent directors gave their independent opinions of prior approval and consent to the company's proposal on the expected daily connected transactions between the company and Shijiazhuang No.4 Pharmaceutical Group in 2022. For details, please refer to cninfo (www.cn. Info. Com. CN), the designated website of the company's information disclosure.
12、 When Liu Sichuan, a related director, avoided voting, the proposal on the remuneration of the company's senior managers in 2021 and the remuneration plan in 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention
The board of directors of the company assessed the senior managers and determined the remuneration of senior managers in 2021 in accordance with the proposal on the remuneration scheme of senior managers of the company in 2021 deliberated and adopted at the first meeting of the seventh board of directors. At the same time, the board of directors of the company, in accordance with the stock listing rules of Shenzhen Stock Exchange, the articles of association and the implementation rules of the remuneration and assessment committee and other relevant provisions, comprehensively consider the integrity responsibility, diligence, specific positions, work performance and other aspects of the company's senior managers, and in combination with the company's operation, agree to the remuneration plan of the company's senior managers for 2022.
For details, please refer to the company's securities times, Shanghai Securities News, Securities Daily, China Securities News and cninfo.com (www.cn. CN) on April 11, 2022
