Securities code: Sirio Pharma Co.Ltd(300791) securities abbreviation: Sirio Pharma Co.Ltd(300791) announcement Code: 2022012 securities code: 123113 securities abbreviation: xianle convertible bonds
Announcement of resolutions of the 7th Meeting of the 3rd board of directors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
There are false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”) the seventh meeting of the third board of directors was held on April 8, 2022 (Friday) in the company’s conference room, No. 83, Taishan Road, Longhu District, Shantou City by means of on-site and communication voting. The notice of the meeting was delivered to all directors by e-mail, wechat information and other means on March 30, 2022. 7 directors (including 3 independent directors) should attend the meeting, and 7 actually attended the meeting. The meeting was convened and presided over by Mr. Lin Peiqing, chairman of the company. The meeting was convened and held in accordance with the relevant provisions of the company law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Sirio Pharma Co.Ltd(300791) articles of association and the rules of procedure of Sirio Pharma Co.Ltd(300791) board of directors. The meeting was legal and effective. 2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions were adopted one by one in the way of recovering votes:
1. The annual report and summary for 2021 were reviewed and adopted
After deliberation, the board of Directors believes that the procedures for the company to prepare the 2021 annual report and the summary of the 2021 annual report comply with laws, regulations and the provisions of the CSRC; The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The 2021 annual report and the 2021 annual report summary are published in China for details
Voting results: 7 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.
2. The general manager’s work report for 2021 was reviewed and adopted
The 2021 general manager’s work report submitted by Mr. Lin Peiqing, the general manager of the company, to the board of directors includes the implementation of various resolutions of the board of directors, daily operation and management, business results and analysis of the company’s management in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
3. The work report of the board of directors in 2021 was reviewed and adopted
After deliberation, the board of Directors believes that the work report of the board of directors in 2021 includes the convening of the meeting of the board of directors in 2021 and the deliberation opinions of the board of directors on relevant matters of the company in 2021. The notice, convening and voting procedures of the board meeting during the reporting period comply with the relevant provisions of the company law and the articles of association. At this meeting, independent directors Zhu Guilong, Hu Shiming and Gao Jian submitted the report on the work of independent directors to the board of directors respectively, and will report on their work at the 2021 annual general meeting of the company.
The detailed contents of the 2021 work report of the board of directors and the 2021 work report of independent directors are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 7 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.
4. Reviewed and adopted the financial final accounts report of 2021
Voting results: 7 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.
5. Reviewed and adopted the 2021 annual internal control self-evaluation report
After deliberation, the board of Directors believes that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company’s internal control system has strong pertinence, rationality and effectiveness, has been well implemented and implemented, and can provide a reasonable guarantee for the preparation of true and fair financial statements, Ensure the healthy operation of the company’s business activities and the control of business risks.
See the announcement published on the gem information disclosure website designated by the CSRC for the specific contents of the 2021 internal control self-evaluation report and relevant opinions announcement.
The independent directors expressed their independent opinions. The sponsor China Merchants Securities Co.Ltd(600999) gave verification opinions on the company’s self evaluation report on internal control in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
6. The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
The specific contents of the special report on the deposit and use of raised funds in 2021 are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
The independent directors expressed their independent opinions. Huaxing Certified Public Accountants (special general partnership) issued the assurance report on the deposit and use of raised funds in Sirio Pharma Co.Ltd(300791) 2021 for this report. The recommendation institution China Merchants Securities Co.Ltd(600999) issued verification opinions on the special report on the deposit and use of the company’s raised funds in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
7. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The company plans to distribute profits based on the total share capital registered on the date of equity distribution. The profit distribution plan is as follows: (1) the company plans to distribute a cash dividend of 4.00 yuan (including tax) for every 10 shares to all shareholders, without bonus shares or increasing share capital with accumulation fund. As of the deliberation date of the board of directors, the total share capital of the company is 180169870 shares, and the cash dividend is expected to be 7206794800 yuan (including tax). The company’s cash dividends accounted for 31.09% of the distributable profits of the parent company in the current year. (2) If the total share capital of the company changes from the date of disclosure of the relevant announcement of profit distribution in 2021 to the date of equity distribution registration, the distribution proportion will be adjusted according to the principle of unchanged total distribution. In case of subsequent changes in the total share capital, the specific adjustment will be notified separately.
The specific contents of the announcement on the company’s profit distribution plan in 2021 are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
The independent directors expressed their independent opinions.
Voting results: 7 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.
8. The proposal on the company’s application for comprehensive bank credit in 2022 was deliberated and adopted
After deliberation, the board of directors agreed that the company plans to provide guarantee for the company to obtain the credit line with its own land, real estate, equipment and funds in 2022.
The company applied to cooperative banks for a comprehensive credit line of no more than RMB 1.2 billion, agreed that Sirio Pharma Co.Ltd(300791) Technology (Anhui) Co., Ltd., a wholly-owned subsidiary of the company, provided guarantee for financing with its own land, real estate and equipment, applied to China Minsheng Banking Corp.Ltd(600016) Shantou branch for a comprehensive credit line of no more than RMB 200 million, and authorized the management of the company to implement specific matters.
The specific contents of the announcement on the company’s application for comprehensive bank credit in 2022 are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 7 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.
9. The proposal on the company’s application for bank credit and expected guarantee line for wholly-owned subsidiaries in 2022 was reviewed and approved
After deliberation, the board of directors agreed that the company would provide joint and several liability guarantee for the wholly-owned subsidiary Sirio Pharma Co.Ltd(300791) Technology (Anhui) Co., Ltd. to apply for bank credit in 2022, with the cumulative guarantee limit not exceeding RMB 200 million, and authorized the management of the company to implement specific matters.
See the announcement published on the gem information disclosure website designated by China Securities Regulatory Commission for details of the announcement on the company’s expected guarantee line for bank credit application of wholly-owned subsidiaries in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on determining the amount of long-term foreign exchange settlement and sales of the company in 2022 was deliberated and adopted
After deliberation, the board of directors agreed that the company and its subsidiaries could carry out the long-term foreign exchange settlement and sales business with their own funds within the limit of US $30 million within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and service life, the funds could be used on a rolling basis, and authorized the management of the company to implement specific matters.
The specific contents of the announcement on determining the amount of long-term foreign exchange settlement and sales of the company in 2022 are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
The independent directors expressed their independent opinions.
Voting results: 7 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
11. The proposal on using idle raised funds for cash management was deliberated and adopted
After deliberation, the board of directors agreed that the company and its subsidiaries should conduct cash management on the idle raised funds with a total amount of no more than 500 million yuan. The service life is 12 months from the date of deliberation and approval by the board of directors. Within the above amount and service life, the funds can be used on a rolling basis, and the management of the company is authorized to implement specific matters.
The specific contents of the announcement on cash management with idle raised funds are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
The independent directors expressed their independent opinions. The recommendation institution China Merchants Securities Co.Ltd(600999) issued verification opinions on the cash management limit of the company using idle raised funds.
Voting results: 7 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.
12. The proposal on the extension of some raised investment projects was deliberated and adopted
The board of directors agreed to extend the deadline of the construction period of the raised capital investment project “East China R & D center construction project” to March 31, 2025 and adjust the deadline of the implementation period to March 31, 2026.
The specific contents of the announcement on the extension of some investment projects with raised funds are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
The independent directors expressed their independent opinions. The sponsor China Merchants Securities Co.Ltd(600999) issued verification opinions on the postponement of some investment projects with raised funds.
Voting results: 7 in favor, 0 against and 0 abstention.
13. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors agreed to hold the 2021 annual general meeting of shareholders at the meeting room of the company at No. 83, Taishan Road, Longhu District, Shantou from 14:30 on Thursday, May 5, 2022.
The specific contents of the notice on convening the company’s 2021 annual general meeting of shareholders are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Sirio Pharma Co.Ltd(300791) the resolution of the 7th Meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the seventh meeting of the third board of directors of the company;
3. China Merchants Securities Co.Ltd(600999) verification opinions on Sirio Pharma Co.Ltd(300791) 2021 annual internal control evaluation report;
4. China Merchants Securities Co.Ltd(600999) special verification opinions on the deposit and use of raised funds in Sirio Pharma Co.Ltd(300791) 2021;
5. Assurance report on the deposit and use of raised funds in Sirio Pharma Co.Ltd(300791) 2021 issued by Huaxing Certified Public Accountants (special general partnership).
It is hereby announced.
Sirio Pharma Co.Ltd(300791) board of directors
April 12, 2002
