Securities code: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) securities abbreviation: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Announcement No.: 2022013 Wanbangde Pharmaceutical Holding Group Co.Ltd(002082)
Announcement of resolutions of the 15th meeting of the 8th 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
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as “the company”) the notice of the 15th meeting of the 8th board of directors was sent by telephone and wechat on April 2, 2022, and the meeting was held in the conference room of the company’s administrative building on April 13, 2022. The meeting was presided over by Mr. Zhao Shouming, chairman of the board of directors. There were 9 directors and 9 directors. The convening, convening and voting procedures of the meeting shall comply with relevant laws, administrative regulations, departmental rules, normative documents, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The meeting deliberated and adopted the following proposals by open ballot:
1. Review and adopt the work report of the board of directors in 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
Details are disclosed on cninfo.com.cn on the same day Work report of the board of directors of the company in 2021.
Li Yongquan, Cao Yue and Zhou Yuejiang, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Review and approve the 2021 annual general manager’s work report;
Voting results: 9 in favor, 0 against and 0 abstention.
3. Review and adopt the 2021 annual audit report;
Voting results: 9 in favor, 0 against and 0 abstention.
Details are disclosed on cninfo.com.cn on the same day 2021 annual audit report.
4. Review and adopt the financial final accounts report of 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
Details are disclosed on cninfo.com.cn on the same day Financial final accounts report of 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Review and approve the profit distribution plan for 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
According to the articles of association, dividend management system and other relevant provisions, the company has major investment plans or major cash expenditures in new product R & D, API production base and international preparation workshop in the next 12 months. In 2021, the company plans not to pay cash dividends or convert capital reserve into share capital. The profit distribution plan prepared by the board of directors complies with relevant national laws, administrative regulations, departmental rules, the articles of association and other relevant provisions.
The independent directors of the company have expressed their independent opinions on this matter. For details, see http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. deliberated and passed the proposal on the provision for asset impairment;
Voting results: 9 in favor, 0 against and 0 abstention.
After review, the board of Directors believes that according to the accounting standards for business enterprises and other relevant provisions, the provision for asset impairment follows the principles of prudence and rationality, which is in line with the actual situation of the company. After the provision for asset impairment is withdrawn this time, it can fairly reflect the company’s financial situation and operating results. The board of directors agreed to withdraw the provision for asset impairment this time. Details are disclosed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on withdrawing provision for asset impairment (Announcement No.: 2022016).
The independent directors of the company have expressed their independent opinions on this matter. For details, see http://www.cn.info.com.cn.
7. To consider and adopt the annual report for 2021 and its summary;
Details are disclosed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Abstract of the company’s 2021 annual report (Announcement No.: 2022015); The 2021 annual report of the company was disclosed on cninfo.com.cn on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and adopted the proposal on the self-evaluation report on internal control in 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
Details are disclosed on cninfo.com.cn on the same day Self evaluation report on internal control of the company in 2021.
The independent directors of the company have expressed their independent opinions on this matter. For details, see http://www.cn.info.com.cn.
9. Deliberated and passed the proposal on the company’s application for comprehensive credit line in 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
According to the company’s business plan in 2022, in order to meet the capital needs of the company’s business development, in 2022, the company and its subsidiaries (including subsidiaries and subsidiaries within the scope of consolidated statements) plan to apply for a comprehensive credit line with a total amount of no more than 1.2 billion yuan from Agricultural Bank of China, China Construction Bank Corporation(601939) , Guangdong Development Bank, Hua Xia Bank Co.Limited(600015) and other financial institutions, including but not limited to credit line, asset mortgage credit line or accounts receivable financing.
The validity period of the authorization of this credit line is from the date of adoption of the general meeting of shareholders deliberating this proposal to the date of convening the annual general meeting of shareholders in 2022, and the general meeting of shareholders is requested to authorize the chairman of the company to sign relevant legal documents within the scope of the credit line. The above comprehensive credit line is subject to the actual amount approved by banks or other financial institutions. The company will operate relevant matters after performing corresponding approval procedures according to the actual needs of business development.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the company’s 2022 annual guarantee plan;
Voting results: 9 in favor, 0 against and 0 abstention.
Details are disclosed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the company’s 2022 annual guarantee plan (Announcement No.: 2022017).
The independent directors of the company have expressed their independent opinions on this matter. For details, see http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. Deliberated and adopted the proposal on providing financial assistance to holding subsidiaries and their subsidiaries; Voting results: 7 in favor, 0 against and 0 abstention.
The proposal involves related matters, and the related directors Zhao Shouming and Zhuang Hui avoid voting.
Details are disclosed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on providing financial assistance to holding subsidiaries and their subsidiaries (Announcement No.: 2022018).
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this matter. For details, see http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. Deliberated and passed the proposal on the achievement of performance commitments of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. in 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
Dahua Certified Public Accountants (special general partnership) reviewed and issued the audit report of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. (dhsz [2022] No. 009377) and the statement on the achievement of performance commitments of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. in 2021. Dahua certified public accountants reviewed and issued the audit report. The audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in 2021 of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. was 264593900 yuan, It exceeded the commitment by 793900 yuan and completed 100.30% of the performance commitment of this year.
Details are disclosed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on the completion of performance commitments of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. in 2021 (Announcement No.: 2022019).
13. Deliberated and passed the proposal on the renewal of the company’s audit institution in 2022;
Voting results: 9 in favor, 0 against and 0 abstention.
After deliberation, the board of directors of the company agreed to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year, and requested the general meeting of shareholders to authorize the company’s management to determine its annual audit remuneration and contract signing according to industry standards and the actual work of the company’s audit.
Details are disclosed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement on reappointment of the company’s audit institution in 2022 (Announcement No.: 2022020).
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this matter. For details, see http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on the appointment of the manager of the audit department was reviewed and approved;
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed to appoint Mr. Jiang Minghua as the manager of the audit department. The term of office starts from the date of deliberation and approval at the meeting of the board of directors to the date of expiration of the current board of directors.
Resume of Mr. Jiang Minghua: born in March 1982, Chinese, bachelor degree, CIA international registered internal auditor and registered tax agent. From July 2004 to August 2005, he served as Inspur Software Co.Ltd(600756) financial specialist; from March 2008 to may 2016, he was the sales audit manager of Zhejiang branch of Budweiser InBev (China) Sales Co., Ltd.; from May 2017 to December 2021, he served as Aishida Co.Ltd(002403) audit director. Currently working in the Audit Department of the company.
Mr. Jiang Minghua has no relationship with the shareholders, actual controllers, directors, supervisors and senior managers of the company with more than 5% shares, and does not hold the shares of the company; And there are no following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations. Upon inquiry, Mr. Jiang Minghua does not belong to the “dishonest executee”.
15. Deliberated and adopted the proposal on donating drugs to the provincial Red Cross Society and implementing ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) love trip – caring for the health of the elderly”;
Voting results: 9 in favor, 0 against and 0 abstention.
In order to actively respond to the national strategy of common prosperity, help Zhejiang develop with high quality and build a demonstration area of common prosperity, help elderly patients with chronic diseases from poor families and reduce the medical burden, the company plans to jointly launch ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) love trip – caring for the health of the elderly” with the Red Cross Society of Zhejiang Province for a period of three years. The company donates drugs with a value of no more than 5 million yuan each year, Targeted donations are mainly made to underdeveloped counties and urban areas in Zhejiang Province through the Red Cross Society.
The board of directors authorizes the management of the company to sign a donation agreement with Zhejiang Red Cross Society and formulate an activity implementation plan. The independent directors of the company have expressed their independent opinions on this matter. For details, see http://www.cn.info.com.cn. As of the disclosure date of this announcement, the company has not signed relevant donation agreement with Zhejiang Red Cross Society. Please invest carefully.
16. Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders;
Voting results: 9 in favor, 0 against and 0 abstention.
Details are disclosed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022021).
3、 Documents for future reference
1. Resolutions of the 15th meeting of the 8th board of directors;
2. Prior approval opinions of independent directors on matters related to the 15th meeting of the eighth board of directors;
3. Independent opinions of independent directors on matters related to the 15th meeting of the eighth board of directors.
It is hereby announced.
