Securities code: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) securities abbreviation: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) Announcement No.: 2022010 Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
Announcement of resolutions of the 9th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (hereinafter referred to as "the company") the notice and proposal of the 9th meeting of the 5th board of supervisors (hereinafter referred to as "the meeting") were sent by e-mail on March 29, 2022. The meeting was held in conference room 21, Langshan Road, Songping mountain, Nanshan District, Shenzhen at 15:00 p.m. on April 11, 2022 in a combination of on-site and communication. There are 3 supervisors who should attend the meeting and 3 supervisors who actually participated in the voting. The meeting is presided over by Mr. Zheng Zehui, chairman of the board of supervisors of the company. The notice, convening and number of supervisors participating in the voting of this meeting comply with the relevant laws and regulations such as the company law and the relevant provisions of the articles of association.
After careful deliberation by all supervisors, the following proposals were adopted:
1、 Work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The work report of the board of supervisors in 2021 is published on the information disclosure media: www.cninfo.com info. com. cn.。
2、 Voting results of 2021 annual report and its summary, H-share 2021 performance announcement, H-share 2021 annual report, 2021 corporate governance report and 2021 environmental, social and Governance Report: 3 votes in favor, 0 votes against and 0 abstentions. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The board of supervisors believes that the preparation and review procedures of the company's annual report 2021 and its summary comply with the provisions of laws, regulations, the articles of association and the company's internal management system; The information contained truly and objectively reflects the financial situation and operating results of the company in 2021; There are no false records, misleading statements or major omissions.
The company's 2021 annual report is published on the information disclosure media: www.cninfo.com info. com. cn.。 The company's 2021 annual report summary is published in the information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and www.cn info. com. cn.。
The 2021 performance announcement of the company's H shares is published on the website of the stock exchange of Hong Kong Limited http://www.hkexnews.hk And company website http://www.hepalink.com. 。
The company prepares H-share 2021 annual report and H-share 2021 corporate governance report in accordance with the Listing Rules of the stock exchange of Hong Kong, and agrees to authorize the joint company secretary to approve the external disclosure of H-share 2021 annual report, H-share 2021 corporate governance report and H-share 2021 environmental, social and governance report after review, It shall be published on the website of the stock exchange of Hong Kong and sent to H-share shareholders within the time limit specified by the stock exchange of Hong Kong.
3、 Financial statement report of 2021
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company's 2021 annual financial statement is published on the information disclosure media: www.cninfo.com info. com. cn.。
4、 2021 profit distribution plan
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
According to the standard unqualified audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), in accordance with the relevant provisions of the company law, the articles of association and the plan for shareholders' dividend return in the next three years (20212023), the company plans to implement profit distribution according to the following scheme:
1. 1. The net profit attributable to the shareholders of the listed company in the consolidated financial statements of the company in 2021 is 24078757867 yuan, and the net profit in the financial statements of the parent company is -12101797584 yuan. According to Article 218 of the articles of association: when the company distributes the after tax profits of the current year, 10% of the profits shall be allocated to the company's statutory reserve fund. After withdrawing the statutory reserve fund, the total profit available for distribution is 119731199133 yuan. 2. Based on 1467296204 shares, a cash dividend of 0.35 yuan (including tax) is distributed for every 10 shares, with a total cash dividend of 5135536714 yuan, and the remaining profits are retained as undistributed profits. No bonus shares shall be given and no capital reserve shall be converted into capital.
3. The company will issue an equity distribution implementation announcement within 2 months after the profit distribution plan is considered and approved by the general meeting of shareholders. The distribution objects of this cash dividend are all A-share shareholders and H-share shareholders registered in the company after the closing of the stock registration date listed in the equity distribution implementation announcement.
4. During the period from the disclosure of this profit distribution plan to its implementation, if the company's share capital changes, the company plans to keep the total distribution unchanged and make corresponding adjustments in accordance with the principle of adjusting the distribution proportion per share.
The above profit distribution plan complies with the company law, the articles of association and other relevant provisions, and meets the requirements of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies.
5、 Self evaluation report on internal control in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that: according to the requirements of relevant laws and regulations and its own business characteristics, the company has established a relatively perfect internal control system, which meets the requirements of the company's current management and the needs of the company's development, and ensures the normal operation of all businesses of the company; The company's internal control organization is complete, and all functional departments are fully staffed, ensuring the implementation and supervision of key internal control activities of the company; During the reporting period, the company's internal control system was standardized, legal, effective and effectively implemented. The internal control evaluation report of the company in 2021 comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
The 2021 internal control evaluation report is published on the information disclosure media: www.cninfo.com info. com. cn.。
6、 Proposal on using self owned funds to purchase financial products and carry out cash management
Voting results: 3 in favor, 0 against and 0 abstention. The proposal of the company needs to be submitted to the 2021 annual general meeting for deliberation.
The board of supervisors believes that on the basis of ensuring the normal operation and capital safety of the company, using some idle funds and choosing the opportunity to invest in financial products with high safety and liquidity is conducive to improving the efficiency of capital use and increasing the investment income of the company, without damaging the company and all shareholders.
The decision-making procedure of this matter complies with relevant laws and regulations and the relevant provisions of the articles of association. Therefore, it is agreed that the company will use its own funds of no more than 2 billion yuan (or equivalent foreign currency) for cash management and purchase low-risk financial products (including bank principal guaranteed financial products), and the investment period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders.
The announcement on using self owned funds to purchase financial products and carry out cash management was published in the information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and www.cn info. com. cn.。
7、 Proposal on carrying out foreign exchange derivatives trading in 2022
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business, which helps to avoid and prevent the risk of exchange rate fluctuations in the foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company's production and operation. The company has formulated feasible risk control measures for the possible risks faced by foreign exchange derivatives transactions. The deliberation procedure of the transaction is legal and compliant, and there is no situation damaging the interests of the company and shareholders. Therefore, the company is approved to carry out foreign exchange derivatives trading business in 2022.
The announcement on carrying out foreign exchange derivatives trading in 2022 was published in the information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and www.cn info. com. cn.。 8、 Proposal on applying for credit line and providing guarantee from banks in 2022
Voting results: 3 in favor, 0 against and 0 abstention. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval by special resolution.
The board of supervisors believes that: Tiandao pharmaceutical, Tiandao Hong Kong, Hong Kong Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) , the United States Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) are wholly-owned subsidiaries / grandchildren of the company, and their operations are under the control of the company. In 2022, the company and its subsidiaries / grandchildren applied to the bank for credit line and guarantee, which can meet the overall business needs of the company and is conducive to the smooth development of the overall business operation of the company. The decision-making procedure of this matter complies with relevant laws and regulations and the relevant provisions of the articles of association. Therefore, it is agreed to apply for credit extension and guarantee from the bank in 2022.
The announcement on applying for credit line and providing guarantee from banks in 2022 was published in the information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and www.cn info. com. cn.。
It is hereby announced.
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) board of supervisors April 12, 2002
