Securities code: Hubei Mailyard Share Co.Ltd(600107) securities abbreviation: Hubei Mailyard Share Co.Ltd(600107) Announcement No.: 2023 Hubei Mailyard Share Co.Ltd(600107)
Announcement of resolutions of the 21st Meeting of the 11th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
On April 14, 2022, the board of directors of Hubei Mailyard Share Co.Ltd(600107) (hereinafter referred to as "the company") received the proposal letter on adding temporary proposals to the fourth extraordinary general meeting of shareholders in 2022 submitted by Hubei Hubei Mailyard Share Co.Ltd(600107) Group Co., Ltd, It is proposed that the board of directors of the company submit the proposal on the change of performance commitment period of Qinghai Zhongyou health Huijia pharmaceutical chain Co., Ltd. as an interim proposal to the fourth extraordinary general meeting of shareholders of the company in 2022 for deliberation. The notice of the 21st Meeting of the 11th board of directors was sent to all directors by fax, e-mail and telephone on April 14, 2022. It was held in the company by fax on April 15, 2022 to consider the above temporary proposals. Seven directors shall be present at the meeting, and seven directors shall actually be present. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association and relevant laws and regulations. The meeting was voted by on-site and fax. The interim proposals considered by the board of directors are as follows:
Proposal: proposal on the change of performance commitment period of Qinghai Zhongyou health Huijia pharmaceutical chain Co., Ltd. I. investment overview and performance commitment
The company and Gansu Zhongyou Health Pharmaceutical Co., Ltd. (hereinafter referred to as the "performance commitment party") signed the equity transfer agreement on Qinghai Zhongyou health Huijia pharmaceutical chain Co., Ltd. (hereinafter referred to as the "original agreement") on November 30, 2020, It was agreed that the company would acquire 100% of the equity of Qinghai Zhongyou health Huijia pharmaceutical chain Co., Ltd. (hereinafter referred to as "Qinghai Zhongyou" or "the target company") held by the performance commitment party. Both parties agreed on the performance commitment and compensation terms in the original agreement. According to the original agreement, the performance commitment Party promised that Qinghai Zhongyou would The total net profit (hereinafter referred to as "net profit") attributable to the parent company after deducting non recurring profits and losses from the audited consolidated statements in 2022 shall not be less than 15 million yuan, 16.5 million yuan and 18 million yuan respectively (hereinafter referred to as "original performance commitment").
2、 Performance commitments in 2020
According to the audit results of Tianzhi International Certified Public Accountants (special general partnership) on the target company in 2020, the target company achieved a net profit attributable to the parent company of 154647 million yuan after deducting non recurring profits and losses in 2020, and completed the performance commitment in 2020.
3、 Reasons for failure to fulfill performance commitments in 2021
Since October 28, 2021, there has been repeated covid-19 epidemic in Qinghai Province. According to the notice of the drug administration department, some stores of the target company have closed from November 1 to November 20, 2021. At the same time, in 2021, according to the regulations of the epidemic prevention and control department, the sales of four types of drugs (antipyretic, cough, antiviral, antibiotic and other four types of drugs) were prohibited or restricted, registered sales and other control measures, resulting in a significant decline in the passenger flow in 2021 and the failure to complete the expected sales and profits in 2021. The specific impacts are as follows:
1. During the epidemic period from November to December 2021, the passenger flow of the target company decreased by 51114 person times compared with the same period in 2020, with a decrease rate of 31.8%. The sales revenue decreased by 6.12 million yuan compared with the same period in 2020 and 12.93 million yuan compared with the sales revenue budgeted at the beginning of the year.
Chengxi District of Xining city is the hardest hit area of the epidemic. 11 stores of the target company in Chengxi district were notified by the drug administration department to close, and all 5 medical clinics were closed; The drug regulatory department requires the number of on-the-job employees in the store to be 3. For stores with less than 3 on-the-job employees, the store cannot operate normally or shorten the business hours; The whole city is in a state of first-class vigilance. Some communities are blocked and there is no passenger flow, making it impossible for business stores to realize sales.
2. Since 2021, the epidemic prevention and control department has required stores to strictly prohibit or restrict the sales and registration sales of four types of drugs (antipyretic, cough, antiviral, antibiotic and other four types of drugs), and has also strengthened the inspection of pharmacies. The sales revenue of four types of drugs has decreased by 7.587 million yuan compared with that in the same period. At the same time, the suspension of sales of four types of drugs has also affected the sales of related goods, resulting in a significant decline in the overall sales of the target company.
3. In order to fulfill the social responsibility, the target company still disburses the wages of the employees on standby during the epidemic period according to the normal attendance, and the total labor cost of the company has not been reduced. At the same time, due to the need of epidemic prevention, the cost of the company's protective and killing supplies has also increased significantly.
4、 Content of performance commitment adjustment
Due to the above significant impacts, the target company has great difficulties in achieving the performance objectives in 2021. Under the condition of fully evaluating the comprehensive impact of all aspects, the company plans to sign a supplementary agreement with the performance commitment party after negotiation with the performance commitment party, and plans to extend the performance commitment in 2021 to 2022 and 2022 to 2023, that is, the original performance commitment is changed to Qinghai Zhongyou 2020 The audited net profit in 2022 and 2023 shall not be less than 15 million yuan, 16.5 million yuan and 18 million yuan respectively.
In addition to extending the performance commitments of the performance commitment party in 2021 and 2022 to 2022 and 2023 respectively, other agreements or arrangements related to performance compensation obligations in the original agreement shall not be changed, and shall continue to be performed in accordance with the original agreement, which shall not substantially reduce or impair the payment obligations of the performance commitment party, and shall not damage the interests of the listed company and its shareholders.
5、 The impact of this adjustment of performance commitment on the company
According to the guiding opinions of the person in charge of relevant departments of the CSRC on questions related to the impact of the epidemic on the assets won in the merger and reorganization of listed companies, the company and the performance commitment party intend to extend the performance period of relevant obligations affected by force majeure under the original agreement after negotiation, which is an appropriate adjustment to the performance commitment period based on the principle of fairness. This adjustment does not change the original performance commitment amount and the implementation of profit compensation, but only extends the performance commitment period of the target company. This change will not damage the interests of the company and its shareholders, especially the interests of minority shareholders, nor will it have an adverse impact on the company's daily production and operation.
After deliberation, the board of directors considered that the above matters belong to the terms of reference of the general meeting of shareholders, have clear topics and resolutions, and comply with the provisions of laws, regulations and the articles of association. The board of directors agreed to submit the proposal as an interim proposal to the fourth extraordinary general meeting of shareholders in 2022 for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the above matters. For details, see the website of Shanghai Stock Exchange, the designated information disclosure media of the company http://www.sse.com.cn./ 。
In addition to the temporary proposal added above, other matters listed in the notice on convening the fourth extraordinary general meeting of shareholders in 2022 announced by the company on April 12, 2022 remain unchanged. According to the adjustment, the deliberation items of the fourth extraordinary general meeting of shareholders in 2022 are as follows:
Proposal 1: proposal on Amending the articles of Association
Proposal 2: proposal on the change of performance commitment period of Qinghai Zhongyou health Huijia pharmaceutical chain Co., Ltd
Proposal 3: proposal on by election of directors of the 11th board of directors of the company (2 directors to be elected)
3.01 Zheng Anbo
3.02 spring
Proposal 4: proposal on by election of independent directors of the 11th board of directors of the company (one independent director shall be elected)
4.01 Liu Honghui
It is hereby announced.
Hubei Mailyard Share Co.Ltd(600107) board of directors April 16, 2022
