Wanbangde Pharmaceutical Holding Group Co.Ltd(002082)
Work report of the board of directors in 2021
In 2021, the board of directors of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as the “company”) earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders and actively promoted the implementation of various resolutions of the board of directors in strict accordance with 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”), the Listing Rules of Shenzhen Stock Exchange and the articles of association, Strictly implement the resolutions of the general meeting of shareholders, diligently carry out various work, constantly standardize the corporate governance structure of the company, and promote the sustainable, stable and healthy development of the company. The work of the board of directors in 2021 is reported as follows:
1、 Main business indicators in 2021
In 2021, the company realized an operating revenue of 19306019 million yuan, down 85.91% from 137018559 million yuan in 2020; The total profit was 361135400 yuan, an increase of 3.85% over 34775700 yuan in 2020; The net profit attributable to shareholders of listed companies was 166597 million yuan, down 41.56% from 2849357 million yuan in 2020. The main reason for the sharp decline in operating revenue and net profit in 2021 compared with the same period last year is the stripping of aluminum processing business during the reporting period.
2、 Implementation of the company’s industrial strategy
According to the development strategy of the company’s pharmaceutical health industry, the company further deepened the pharmaceutical manufacturing and medical device industry layout, and completed a series of major asset restructuring, foreign investment and other matters.
(I) complete the major asset restructuring of the transfer of 100% equity of Dongliang aluminum and 51% equity of Huzhou plus. In 2021, the board of directors actively promoted the above major asset restructuring. In January 2021, the board of directors organized brokers, auditors and other intermediaries to complete the reply to the inquiry letter. Ensure that the general meeting of shareholders is held on time.
On January 26, 2021, the board of directors organized the first extraordinary general meeting of shareholders in 2021 to consider and approve the major asset restructuring plan. Sign the asset purchase agreement, transfer price payment and asset delivery with the counterparty, and complete the industrial and commercial change registration of the change of shareholders of Dongliang aluminum and Huzhou Jiacheng on March 1, 2021. As of December 31, 2021, the company has received the transaction price of 1.351 billion yuan for the sale of major assets in full and successfully completed the whole transaction.
(II) focus on the great health industry of medicine and change the industry into pharmaceutical manufacturing industry
On March 1, 2021, the company completed the major asset restructuring of stripping aluminum processing related businesses, focusing on the development of major health industries such as pharmaceutical manufacturing and medical devices. According to the relevant provisions of the CSRC and in combination with the actual situation of the company’s business development, the company changed its industry to pharmaceutical manufacturing industry in March 2021 after submitting an application for industry classification change to the China Association of listed companies.
(III) optimize industrial management structure and improve management efficiency
In order to further clarify the layout of the pharmaceutical health industry, the 8th meeting of the 8th board of directors held on March 14, 2021 deliberated and approved the proposal on the structural adjustment of medical device business and internal transfer of equity of subsidiaries, and agreed to adjust the structure of the company’s medical device business with the wholly-owned subsidiary Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Health Technology Co., Ltd. as the management subject, and the holding subsidiary Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) medical technology Zhejiang kangci medical and Hangzhou Tianxiang, a wholly-owned subsidiary, were transferred to Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) health technology. After the transfer, the layout of the company’s pharmaceutical and health industry will be clearer. The company’s pharmaceutical manufacturing business belongs to the wholly-owned subsidiary Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd., and the medical device business belongs to the wholly-owned subsidiary Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) health technology, so as to better optimize the company’s asset allocation, Improve the management efficiency of the company.
According to the purpose of the 8th meeting of the 8th board of directors on industrial structure adjustment, the company held a general manager’s office meeting in July 2021 to transfer 40% equity of Taizhou Demu Technology Co., Ltd. held by Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. to Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) health technology.
The above internal equity transfer matters related to the adjustment of industrial structure have been completed in 2021.
(IV) increase domestic and overseas layout and R & D investment to enhance market competitiveness
1. In order to meet the strategic development needs of the company’s pharmaceutical and health industry, promote the exchange and cooperation between the company and the American innovative drugs and medical device market, collect the development trend of American pharmaceutical cutting-edge technology, and build a cooperation channel with foreign scientific research institutions and medical service institutions, the company held the 8th meeting of the 8th board of directors on March 14, 2021 to consider and adopt the proposal on the establishment of overseas subsidiaries, It is agreed that the company will set up a wholly-owned subsidiary in the United States with its own capital of no more than US $2 million.
The proposal on the foreign investment management of Jiaxing Pharmaceutical Industry Co., Ltd. with the equity of more than 3 Shanghai Pudong Development Bank Co.Ltd(600000) yuan was approved by the 12th board of directors of Jiaxing Pharmaceutical Industry Co., Ltd. on August 2021. Jiaxing pharmaceutical, as a fof master fund, mainly invests in Hangzhou Beiming equity investment fund partnership (limited partnership), a sub fund of the pharmaceutical industry, focusing on high-quality targets or projects with core competitiveness. This investment is conducive to the company’s entry into high-quality projects related to medicine and provides project reserves for the company’s future industrial integration and M & A.
3. The nasal spray recombinant Newcastle disease (NDV) vector covid-19 vaccine jointly developed by the company in 2020 achieved phased results in 2021. With the emergence of mutated virus Delta, in order to improve the effectiveness of nasal spray vaccine, the second-order nasal spray recombinant Newcastle disease (NDV) vector covid-19 vaccine was developed to improve the immunity to the original covid-19 virus and mutated virus. By the end of 2021, the vaccine research and development had completed the construction of vaccine strain, pharmacy and production technology, and the preclinical effectiveness and safety research was in progress, After all studies are completed, the clinical trial application will be reported to the State Food and drug administration.
4. In December 2021, the company signed a strategic cooperation agreement with Beijing yingkerui innovative medicine Co., Ltd., concluded a long-term strategic partnership on drug R & D technical services, comprehensively carried out R & D cooperation of Chinese patent medicine, and invested 1020 Wanxiang yingkerui (Tianjin) innovative medicine research Co., Ltd. to purchase 51% of the clinical trial license and technical secret of “class 1.1 traditional Chinese medicine innovative pharmacology zhongxiaopi Granule”, And jointly develop the clinical research and future industrialization of the product.
(V) expand medical device business and expand industrial layout
In November 2021, Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Health Technology Co., Ltd., a wholly-owned subsidiary of the company, signed a cooperation agreement with Changzhou Guangchen Health Technology Co., Ltd. to jointly establish Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) protective products Co., Ltd. to produce light and luxury non-medical masks and advertising customized masks, expand the business of protective products in the medical equipment sector, and help drive the company’s original flat masks and melt blown cloth business.
(VI) it is proposed to promote employee incentive plan to achieve strategic objectives
In order to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of managers and core backbone personnel, promote the company’s long-term, stable and healthy development, and achieve the development goal of the pharmaceutical health industry, on the basis of fully considering the company’s operation, financial status and development prospects, the company plans to use its own funds to repurchase part of the company’s social public shares for the subsequent implementation of equity incentive or employee stock ownership plan. By the end of December 2021, the company had repurchased 4139200 shares, with a repurchase amount of 509535 million yuan.
3、 Daily work of the board of directors
(I) meetings of the board of directors and its special committees during the reporting period
In 2021, the board of directors of the company held 9 meetings. The convening and convening procedures of the meetings were in line with the provisions of relevant laws and regulations. All directors participated in the meetings of the board of directors and special committees of the board of directors in the form of on-site participation or communication voting. During the meeting, all directors carefully reviewed various proposals and relevant materials, performed their duties diligently, made objective analysis and judgment in combination with their professional expertise, and earnestly performed their duties as directors. The details of the board meeting are as follows:
No. name of meeting time main content
1. On Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) major assets, the 8th board of directors 2021.1.10
1. Proposal on the report on asset sale and related party transactions of the sixth meeting (Draft) (Revised) and its summary;
2. Proposal on adding related party guarantees and related party transactions after the sale of major assets of the company;
3. Proposal on convening the first extraordinary general meeting of shareholders in 2021.
The 8th board of directors 2021.2.3 1 Proposal on change of accounting firm;
2 seventh meeting
2. Proposal on convening the second extraordinary general meeting of shareholders in 2021.
1. Proposal on share repurchase scheme of the company;
2. Proposal on the establishment of overseas subsidiaries;
The 8th board of directors on March 14, 2021 The 8th meeting on adjustment of medical device business structure and equity of related subsidiaries
Proposal for transfer from the Ministry of finance;
4. Proposal on the implementation of the “Black Economic Revitalization Act” by the South African subsidiary of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Medical Technology Co., Ltd.
1. 2020 work report of the board of directors;
2. 2020 general manager’s work report;
3. 2020 annual audit report;
4. Financial statement report of 2020;
5. 2020 profit distribution plan;
6. Proposal on withdrawing provision for goodwill impairment;
7. 2020 annual report and its summary;
8. proposal on self-evaluation report on internal control in 2020; 9. Proposal on applying for comprehensive credit line in 2021;
The 8th board of directors 2021.4.27 10 Proposal on the company’s 2021 annual guarantee plan;
4 ninth meeting
11. Proposal on providing financial assistance to holding subsidiaries and their subsidiaries;
12. Shareholder return plan for the next three years (20212023); 13. Proposal on the change of the company’s business scope and the amendment of the articles of Association;
14. Proposal on changes in accounting policies;
15. Proposal on the achievement of performance commitments of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. in 2020;
16. Proposal on performance completion and performance compensation scheme of Zhejiang kangci Medical Technology Co., Ltd. in 2020;
17. Proposal on the renewal of the company’s audit institution in 2021; 18. On convening
