Securities code: Yifan Pharmaceutical Co.Ltd(002019) securities abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022022 Yifan Pharmaceutical Co.Ltd(002019)
Announcement on resolutions of the 23rd 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.
1、 Meetings of the board of directors
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as "the company") the 23rd Meeting of the seventh board of directors was notified by mail on April 1, 2022 and held by on-site and communication voting on April 11, 2022. The directors participating in the meeting by communication voting are Mr. Lin Xing, Mr. genhongcheng, Mr. Lei Xintu and Mr. Liu Hongquan. The meeting was presided over by the chairman, Mr. Cheng Xianfeng, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
After careful deliberation by all directors, the following resolutions were formed at the meeting by on-site and communication voting:
(I) the meeting deliberated and adopted the 2021 general manager's work report of the company with 8 affirmative votes, 0 negative votes and 0 abstention votes
(II) the meeting deliberated and adopted the 2021 annual work report of the board of directors of the company with 8 affirmative votes, 0 negative votes and 0 abstention votes
The work report of the board of directors in 2021 was published on cninfo.com on the same day http://www.cn.info.com.cn. "Section III Management Discussion and analysis" and "section IV corporate governance" of the 2021 annual report on.
(III) the meeting deliberated and adopted the company's 2021 annual financial statement report with 8 affirmative votes, 0 negative votes and 0 abstention votes
(IV) the annual report of the company for 2021 and its summary were deliberated and adopted by the meeting with 8 affirmative votes, 0 negative votes and 0 abstention votes
The summary of the company's annual report in 2021 (Announcement No.: 2022024) was published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022; The company's 2021 annual report was published on cninfo.com on April 13, 2022.
(V) the meeting deliberated and adopted the proposal on the company's profit distribution plan for 2021 by 8 votes in favor, 0 against and 0 abstention
For details, please refer to the announcement of 2021 annual profit distribution plan (Announcement No.: 2022025) published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022.
(VI) the meeting deliberated and adopted the proposal on the company and its holding company applying for credit lines from financial institutions and guarantee lines within the scope of the company's consolidated statements by 8 votes in favor, 0 votes against and 0 abstentions. For details, see the company's publication in securities times and China Securities News on April 13, 2022 Shanghai Securities News and the announcement on the application of the company and its holding company to financial institutions for credit lines and guarantee lines within the scope of the company's consolidated statements (Announcement No.: 2022026) on cninfo.com.
(VII) the meeting deliberated and adopted the 2021 annual internal audit work report of the company with 8 affirmative votes, 0 negative votes and 0 abstention votes
(VIII) the meeting deliberated and adopted the 2021 annual internal control evaluation report of the company with 8 affirmative votes, 0 negative votes and 0 abstention votes
For details, see the company's 2021 annual internal control evaluation report published on cninfo.com on April 13, 2022.
(IX) the meeting deliberated and adopted the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022 by 8 votes for, 0 against and 0 abstention
For details, please refer to the announcement on renewing the appointment of accounting firms (Announcement No.: 2022027) published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022
(x) the meeting deliberated and adopted the special report on the deposit and use of raised funds in 2021 by 8 votes in favor, 0 against and 0 abstention
For details, see the special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022028) published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022.
（11） The meeting deliberated and adopted the proposal on continuing to use some idle raised funds for cash management by 8 votes in favor, 0 against and 0 abstention
For details, see the announcement on continuing to use some idle raised funds for cash management (Announcement No.: 2022029) published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022.
（12） The meeting deliberated and adopted the proposal on the use of self owned funds for entrusted financial management by 8 votes in favor, 0 against and 0 abstention
For details, please refer to the announcement on using self owned funds for entrusted financial management (Announcement No.: 2022030) published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022.
（13） The meeting deliberated and adopted the proposal on developing foreign exchange derivatives trading business by 8 votes in favor, 0 against and 0 abstention
For details, please refer to the announcement on carrying out foreign exchange derivatives trading business (Announcement No.: 2022031) published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022.
（14） The meeting deliberated and adopted the proposal on continuing to accept the company's controlling shareholders and actual controllers to provide guarantees for the company's bank loans and related party transactions with 6 affirmative votes, 0 negative votes and 0 abstention votes
In order to support the development of the company and solve the problem of providing guarantee for the company's bank loans, Mr. Cheng Xianfeng, the controlling shareholder and actual controller of the company, plans to continue to provide guarantee for the company's bank loans with a total amount of no more than 2 billion yuan with his personal credit or company shares. The guarantee is valid from the date of approval by the board of directors in 2021 to the date of convening the board of directors in 2022. The specific guarantee amount and time limit are subject to the loan agreement signed by the company and the bank according to the capital demand plan. For this guarantee, the company does not need to pay any guarantee fee to the controlling shareholder and actual controller of the company, nor does it need to provide any form of counter guarantee.
According to the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, Mr. Cheng Xianfeng, the controlling shareholder and actual controller of the company, is an affiliated natural person of the company. This guarantee transaction constitutes a connected transaction, and the amount of connected transaction is 0 yuan of guarantee fee to be paid by the company, which does not need to be submitted to the general meeting of shareholders of the company for deliberation. When the directors of the company considered the matter, the related directors Mr. Cheng Xianfeng and Mr. Zhou Benyu avoided voting and did not exercise voting rights on behalf of other directors. （15） The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan (April 2022) by 3 affirmative votes, 0 negative votes and 0 abstention votes
As (1) the company's 2019 restricted stock incentive plan granted part of the three incentive objects for the first time have resigned, they no longer meet the conditions for becoming incentive objects; (2) The company's performance fails to meet the performance assessment conditions for the third lifting of restrictions in the 2019 restricted stock incentive plan (Draft).
In accordance with the provisions of the company's 2019 restricted stock incentive plan (Draft) and the authorization of the 2018 annual general meeting of shareholders, the board of directors of the company decided to repurchase and cancel 7884750 shares of all the restricted shares granted but not lifted, including 21000 shares of restricted shares granted but not lifted to 3 incentive objects for the first time, Repurchase all 7863750 restricted shares that have not been lifted in the first grant and the third release period of reserved grant due to performance failure to meet the assessment conditions. The directors Mr. Ye Yiqun, Mr. Lin Xing, Mr. Feng Deqi and Mr. Zhou Benyu are the incentive objects of this incentive plan and the affiliated directors of this proposal, and have avoided voting. Mr. Cheng Xianfeng, the director, has a related relationship with Mr. Zhou Benyu, the director, and has avoided voting.
For details, please refer to the announcement on repurchasing and canceling some restricted shares of the 2019 restricted stock incentive plan (Announcement No.: 2022032) published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on April 13, 2022.
（16） The meeting deliberated and adopted the proposal on the general election of the board of directors with 8 affirmative votes, 0 negative votes and 0 abstention
Since the term of office of the directors of the seventh board of directors of the company is about to expire, in order to successfully complete the general election of the board of directors, in accordance with the company law, the articles of association, the rules of procedure of the board of directors and other relevant provisions, and reviewed by the nomination committee of the board of directors, the seventh board of directors of the company agreed to nominate Mr. Cheng Xianfeng, Mr. Zhou Benyu, Mr. Ye Yiqun, Mr. Lin Xing, Mr. Feng Deqi, Mr. genhong Cheng, Mr. Lei Xintu Mr. Liu Hongquan is a total of 8 candidates for directors of the eighth board of directors of the company (resume attached), among which Mr. genhong Cheng, Mr. Lei Xintu and Mr. Liu Hongquan are independent director candidates.
Among the above three candidates for independent directors, Mr. Lei Xintu is an accounting professional. Mr. Lei Xintu, Mr. genhong Cheng and Mr. Liu Hongquan have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. The candidates for independent directors need to be reported to Shenzhen stock exchange for filing and review, and can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection. The term of office of the nominated director candidates is 3 years after the deliberation of the general meeting of shareholders.
The total number of nominated candidates for directors who concurrently serve as senior managers of the company does not exceed one-half of the total number of directors of the company, and the number of independent directors is not less than one-third of the total number of directors of the company.
（17） The meeting deliberated and adopted the proposal on reducing registered capital and amending the articles of association by 8 affirmative votes, 0 negative votes and 0 abstention votes
For details, see the amendment to the articles of Association (revised in April 2022) and the full text published on cninfo.com on April 13, 2022.
（18） The meeting deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders with 8 affirmative votes, 0 negative votes and 0 abstention
For details, please refer to the rules of procedure of the general meeting of shareholders published on cninfo.com on April 13, 2022.
（19） The meeting deliberated and adopted the proposal on Amending the rules of procedure of the board of directors with 8 affirmative votes, 0 negative votes and 0 abstention
For details, please refer to the rules of procedure of the board of directors published on cninfo.com on April 13, 2022.
（20） The meeting deliberated and adopted the proposal on Amending the working system of independent directors with 8 affirmative votes, 0 negative votes and 0 abstention
For details, please refer to the working system of independent directors published on cninfo.com on April 13, 2022.
（21） The meeting deliberated and adopted the proposal on Amending the measures for the administration of raised funds by 8 votes in favor, 0 against and 0 abstention
For details, please refer to the fund collection management measures published on cninfo.com on April 13, 2022. （22） The meeting deliberated and adopted the proposal on Amending the decision-making system of connected transactions by 8 votes in favor, 0 votes against and 0 abstentions
For details, please refer to the related party transaction decision-making system published on cninfo.com on April 13, 2022.
（23） The meeting deliberated and adopted the proposal on Amending the investment management system with 8 affirmative votes, 0 negative votes and 0 abstention
For details, please refer to the investment management system published on cninfo.com on April 13, 2022.
（24） The meeting deliberated and adopted the proposal on Amending the rules of procedure of the audit committee, the proposal on Amending the rules of procedure of the nomination committee, the proposal on Amending the rules of procedure of the remuneration and assessment committee, the proposal on Amending the rules of procedure of the strategy committee and the proposal on Amending the rules of procedure of the general manager by 8 votes in favor, 0 votes against and 0 abstentions Proposal on Revising the financial management system, proposal on Revising the financial accounting system, proposal on Revising the information disclosure management system, proposal on Revising the internal reporting system of major information, proposal on Revising the investor relations management system, proposal on Revising the working rules of the Secretary of the board of directors Proposal on Amending the remuneration management system for senior managers, proposal on Amending the management system for insiders, proposal on Amending the management system for the company's shares held by directors, supervisors and senior managers and their changes, proposal on Amending the asset disposal management system, and proposal on Amending the management system for the calculation and write off of asset impairment reserves
For details, see the full text of the above system published by the company on cninfo.com on April 13, 2022. (XXV)
