Securities code: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) securities abbreviation: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) Announcement No.: 2022009 Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
Announcement on the resolutions of the 17th meeting of the 5th 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.
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (hereinafter referred to as “the company”) the notice and proposal of the 17th meeting of the 5th board of directors (hereinafter referred to as “the meeting”) were sent out in the form of e-mail on March 29, 2022. The meeting was held in conference room 21, Langshan Road, Songping mountain, Nanshan District, Shenzhen at 14:00 p.m. on April 11, 2022 in a combination of on-site and communication. At this meeting, there are 7 directors who should participate in voting and 7 directors who actually participate in voting. The supervisors and senior management of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Li Li, chairman of the company. The number of directors attending the meeting complies with the provisions of the articles of association and relevant laws and regulations.
The following proposals were carefully considered and passed by the directors attending the meeting:
1、 Work report of the board of directors in 2021
Voting results: 7 in favor, 0 abstention and 0 against. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The contents of the 2021 annual report of the board of directors are detailed in the company’s 2021 annual report, which is published on the information disclosure media: http://www.cninfo.com.cn info. com. cn.。
Independent directors Chen Junfa, Wang Zhaohui and LV Chuan submitted the report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of the company.
2、 General manager’s work report in 2021
Voting results: 7 in favor, 0 abstention and 0 against.
The general manager reported to the board of directors on the company’s operation in 2021 and the work plan in 2022, which was deliberated and approved by the board of directors.
3、 The 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: 7 affirmative votes, 0 abstention votes and 0 negative votes. 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 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.
4、 Financial statement report of 2021
Voting results: 7 in favor, 0 abstention and 0 against. 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.。
5、 2021 profit distribution plan
Voting results: 7 in favor, 0 abstention and 0 against. 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. 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. The independent directors of the company have expressed independent opinions on profit distribution, which are published in the information disclosure media: www.cn info. com. cn.。
6、 Proposal on the remuneration of senior managers of the company in 2021
Voting results: 4 in favor, 0 abstention and 0 against. (relevant persons avoid voting)
Independent directors have expressed independent opinions on this proposal, which are published in the information disclosure media: www.cn info. com. cn.。
7、 Self evaluation report on internal control in 2021
Voting results: 7 in favor, 0 abstention and 0 against.
Independent directors expressed independent opinions on this proposal. Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the internal control audit report. The 2021 internal control self-evaluation report, internal control audit report and relevant independent directors’ opinions are published on the information disclosure media: http://www.cninfo.com.cn info. com. cn.。
8、 Proposal on using self owned funds to purchase financial products and carry out cash management
Voting results: 7 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors expressed independent opinions on this proposal. 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.。
9、 Proposal on carrying out foreign exchange derivatives trading in 2022
Voting results: 7 in favor, 0 abstention and 0 against.
Independent directors expressed independent opinions on this proposal. 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.。
10、 Proposal on applying for credit line and providing guarantee from banks in 2022
Voting results: 7 in favor, 0 abstention and 0 against. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval by special resolution.
Independent directors expressed independent opinions on this proposal. The announcement on applying for credit line and providing guarantee from banks in 2021 was published in the information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and www.cn info. com. cn.。
11、 Proposal on convening the 2021 annual general meeting of shareholders
Voting results: 7 in favor, 0 abstention and 0 against. Among them, the above proposals 1, 3, 4, 5, 8 and 10 need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The notice of Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) on convening the 2021 annual general meeting of shareholders 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 directors April 12, 2002
