Work report of the board of directors in 2021
In 2021, the board of directors of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”) strictly abided by the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and other laws and regulations, standardized operation, made scientific decisions, and strictly performed various responsibilities entrusted by the Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as “the articles of association”), Earnestly implement the resolutions of the general meeting of shareholders. All directors shall be diligent and conscientious to protect the interests of the company. The main work report of the board of directors in 2021 is as follows:
1、 Review of operation during the reporting period
In 2021, focusing on the vision of “becoming an innovative leader in the field of nutrition and health and the first choice of customers”, the company went deep into the cdmo field of nutrition and health food (b-end market), and its performance increased steadily.
During the reporting period, the company achieved an operating revenue of 2.369 billion yuan, a year-on-year increase of 14.62%; The net profit attributable to shareholders of listed companies was 232 million yuan, a year-on-year decrease of 9.92%. Excluding the impact of interest accrual of convertible bonds and equity payment, the net profit after deduction increased by 3.10% year-on-year. Among the main businesses, domestic businesses achieved a sales revenue of 1.458 billion yuan, a year-on-year increase of 14.06%; Overseas business achieved sales revenue of 911 million yuan, a year-on-year increase of 15.60%. 2、 Daily work of the board of directors
(I) convening of the board meeting
During the reporting period, the board of directors of the company strictly complied with the Listing Rules of Shenzhen Stock Exchange gem, the articles of association and relevant laws and regulations, made decisions on relevant matters of the company, and the procedures were legal and compliant. The board of directors held 10 meetings and considered 45 proposals throughout the year, as follows:
No. meeting date deliberation proposal
2021 of the second board of directors
1. The 23rd Meeting on February 3 1. Proposal on the adjustment of the company’s organizational structure.
No. meeting date deliberation proposal
1. Proposal on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects;
Proposal on issuing convertible corporate bonds to unspecified objects for listing in the second session of the board of directors in February 2021;
24th Meeting 14 April
3. Proposal on the company issuing convertible corporate bonds to unspecified objects, opening a special account for raised funds and signing a supervision agreement for raised funds.
1. Proposal on deliberation of 2020 annual report and summary; 2. Proposal on reviewing the 2020 general manager’s work report; 3. Proposal on reviewing the work report of the board of directors in 2020; 4. Proposal on deliberation of the financial final accounts report for 2020; 5. Proposal on reviewing the 2021 annual financial budget report; 6. Proposal on reviewing the 2020 internal control self evaluation report;
7. Proposal on the company’s 2020 profit distribution and capital reserve to share capital plan;
2021 of the second board of directors
3. The 25th meeting on April 24 8. Proposal on the company’s expected daily connected transactions in 2021;
9. Proposal on determining the amount of long-term foreign exchange settlement and sales carried out by the company in 2021;
10. Proposal on the company’s application for comprehensive bank credit in 2021; 11. Proposal on the company’s expected guarantee line for bank credit application of wholly-owned subsidiaries in 2021;
12. Proposal on using idle raised funds for cash management;
13. Proposal on changing the registered capital of the company and amending the articles of Association; 14. Proposal on convening the 2020 annual general meeting of shareholders.
2021 of the second board of directors
4. The 26th meeting on April 28 1. Proposal on reviewing the first quarter report of 2021.
1. Proposal on the replacement of the board of directors and the nomination of candidates for non independent directors of the third board of directors and the second board of directors in 2021;
5. Proposal on the change of the board of directors and the nomination of independent director candidates for the third board of directors of the company on June 20 of the 27th meeting;
No. meeting date deliberation proposal
3. Proposal on determining the remuneration scheme of non independent directors of the third board of directors;
4. Proposal on determining the allowance scheme for independent directors of the third board of directors;
5. Proposal on using the raised funds to borrow and increase capital from wholly-owned subsidiaries to implement raised investment projects;
6. Proposal on the adjustment of the company’s organizational structure;
7. Proposal on convening the first extraordinary general meeting of shareholders in 2021.
1. Proposal on the election of the chairman of the third board of directors of the company;
2. Proposal on the election of members of special committees of the third board of directors of the company;
3. Proposal on the appointment of the general manager of the company;
4. Proposal on the appointment of deputy general manager of the company;
Proposal on the appointment of the company’s chief financial officer in May 2021 of the third board of directors;
6. Proposal on the appointment of the Secretary of the board of directors of the company at the first meeting on July 8;
7. Proposal on determining the salary scheme of senior managers of the company; 8. Proposal on adjusting the price and quantity of equity granted under the 2020 restricted stock incentive plan;
9. Proposal on granting restricted shares to incentive objects and reserving some restricted shares in the 2020 restricted stock incentive plan.
2021 of the third board of directors
7. The second meeting on August 24 1. Proposal on the 2021 semi annual report and summary.
1. Proposal on using the funds raised from convertible corporate bonds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses; 2. Proposal on the achievement of vesting conditions in the first vesting period of shares granted for the first time by the restricted stock incentive plan in 2020;
2021 of the third board of directors
8. On September 9 of the third meeting, 3. Proposal on Canceling Part of the granted but not vested restricted shares;
4. Proposal on changing the registered capital of the company and amending the articles of Association;
5. Proposal on investment and establishment of subsidiaries.
No. meeting date deliberation proposal
Proposal on the third quarter report of 2021 of the third board of directors;
9. Proposal on using idle self owned funds for cash management on October 26 of the fourth meeting;
3. Proposal on the appointment of securities affairs representatives.
2021 of the third board of directors
10. The 5th meeting on December 3 1. Proposal on the adjustment of the company’s organizational structure.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the company held one annual general meeting and one extraordinary general meeting. The board of directors of the company performed its duties in accordance with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, strictly followed the authorization of the general meeting of shareholders, and earnestly implemented the resolutions adopted by the general meeting of shareholders of the company.
Meeting session type investor participation proportion date
2020 annual general meeting 73.00% annual general meeting May 25, 2021
The first extraordinary general meeting of shareholders in 202172.95% of the extraordinary general meeting of shareholders on July 7, 2021
(III) operation of special committees under the board of directors
There are four special committees under the board of directors of the company: Audit Committee, nomination committee, remuneration and assessment committee and Strategy Committee. Each committee operates in strict accordance with the rules and regulations such as the company law, the articles of association and the terms of reference set by the working rules of the special committees of the board of directors of the company, studies, discusses and puts forward opinions and suggestions on professional matters, Provide reference and important opinions for the scientific decision-making of the board of directors.
1. Audit Committee of the board of directors
During the reporting period, the audit committee of the board of directors of the company strictly followed the relevant laws and regulations, the articles of association and the working rules of the audit committee of Sirio Pharma Co.Ltd(300791) board of directors
