Securities code: Meinian Onehealth Healthcare Holdings Co.Ltd(002044) securities abbreviation: Meinian Onehealth Healthcare Holdings Co.Ltd(002044) Announcement No.: 2022037 Meinian Onehealth Healthcare Holdings Co.Ltd(002044)
Announcement of resolutions of the 9th 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
Meinian Onehealth Healthcare Holdings Co.Ltd(002044) (hereinafter referred to as “the company”) the ninth meeting of the eighth board of directors was notified in writing and electronically on April 2, 2022, and the meeting was held by communication at 9:00 a.m. on April 14, 2022. The number of directors who should attend the meeting is 11, and the number of directors actually attending the meeting is 11. The meeting was presided over by Mr. Yu Rong, chairman of the company, and the supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The number of attendees, voting procedures and discussion contents of this meeting are in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
1. Review and approve the 2021 president’s work report of the company
Voting results: 11 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 11 in favor, 0 against and 0 abstention.
For details of the work report of the board of directors in 2021, please refer to the company’s website cninfo (www.cn. Info. Com. CN.).
The current independent directors of the company, Mr. Wang Hui, Mr. Shi Donghui, Mr. Zheng Xingjun and Ms. Wang Haitong, as well as the outgoing independent directors, Mr. Ge Jun, Mr. Liu Yong and Mr. Liu Xiao, have submitted the report on the work of independent directors in 2021 to the board of directors respectively, and the independent directors will make a report on their work at the 2021 general meeting of the company. For details of the 2021 annual report of independent directors, please refer to the company’s designated information disclosure website cninfo.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Review and approve the company’s annual report and summary for 2021
Voting results: 11 in favor, 0 against and 0 abstention.
For details of the company’s 2021 annual report, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn, See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) for details of the company’s 2021 annual report summary.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Review and approve the company’s 2021 annual financial statement report
Voting results: 11 in favor, 0 against and 0 abstention.
In 2021, the company achieved a total operating revenue of 9155567000 yuan, an increase of 16.66% over the same period of last year; The total profit was 366077 million yuan, a decrease of 52.84% over the same period of last year; The net profit attributable to the shareholders of the listed company was 64.136 million yuan, a decrease of 88.36% over the same period of the previous year; The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 727206 million yuan, an increase of 112.11% over the same period of the previous year.
By the end of 2021, the total assets of the company were 188585555 million yuan, an increase of 2.76% year-on-year; The total liabilities were 100990918 million yuan, an increase of 4.33% year-on-year; The net assets attributable to the shareholders of the listed company were 80387624 million yuan, a year-on-year increase of 0.84%.
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 company’s 2022 annual financial budget report
Voting results: 11 in favor, 0 against and 0 abstention.
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 profit distribution plan for 2021
Voting results: 11 in favor, 0 against and 0 abstention.
In combination with the current actual operation, future capital turnover, performance growth, external market environment, funds required for business expansion and other factors, the company formulates the profit distribution plan for 2021 as follows: it is planned not to distribute cash dividends, bonus shares, or convert capital reserve into share capital, and the remaining undistributed profits will be carried forward to subsequent years.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company. The specific contents of the special explanation announcement on the proposed no profit distribution in 2021 are published in China Securities News, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and must be approved by more than two-thirds of the effective voting rights held by the shareholders attending the meeting.
7. The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted. The voting results were: 11 in favor, 0 against and 0 abstention.
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board issued by the China Securities Regulatory Commission The board of directors of the company prepared a special report on the annual deposit and actual use of raised funds as of December 31, 2021.
The independent directors of the company expressed their independent opinions on this matter, and the special report on the deposit and actual use of raised funds in 2021 issued by the board of directors of the company The verification opinions of Huatai United Securities Co., Ltd. on the deposit and actual use of the raised funds of Meinian Onehealth Healthcare Holdings Co.Ltd(002044) non-public Development Bank shares in 2021 and the independent opinions issued by the independent directors of the company are detailed in the company’s designated information disclosure media cninfo.com.cn.
8. Deliberated and passed the proposal on reappointment of audit institutions in 2022
Voting results: 11 in favor, 0 against and 0 abstention.
It is agreed that the company will continue to employ KPMG Huazhen Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 and continue to provide audit services and other related services for the company.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter. For details, see cninfo.com.cn, the designated information disclosure media of the company. See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) for details of the announcement on the proposed renewal of the accounting firm.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberated and adopted the report on self-evaluation of internal control in 2021
Voting results: 11 in favor, 0 against and 0 abstention.
Refer to cninfo.com (www.cn. Info. Com. CN), the company’s designated information disclosure website, for details of the 2021 internal control self-evaluation report and the independent opinions issued by the company’s independent directors.
10. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting results: 5 in favor, 0 against and 0 abstention.
The directors of the company, Mr. Yu Rong, Ms. Guo Meiling, Mr. Wang Xiaojun, Mr. Yang CE, Mr. Zhu Chao and Ms. Wu Tong, who are affiliated directors of the company, have avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
It is agreed that according to the needs of business development and daily business activities, the company will predict the daily related party transactions between the company and its subsidiaries and the enterprises controlled by Mr. Yu Rong, the actual controller of the company, Alibaba Group Holding Limited and other related parties of the company in 2022. It is estimated that the total amount of related party transactions in this year will not exceed RMB 940 million.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter. For details, see cninfo.com.cn, the designated information disclosure media of the company. See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) for details of the announcement on the forecast of daily connected transactions in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
11. Review and approve the 2021 annual social responsibility report of the company
Voting results: 11 in favor, 0 against and 0 abstention.
For details of the company’s 2021 annual social responsibility report, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn.
12. Deliberated and passed the proposal on the provision for asset impairment in 2021
Voting results: 11 in favor, 0 against and 0 abstention.
According to the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, in order to reflect the company’s financial situation and asset value more objectively and fairly, it is agreed that the company will withdraw a total of 111601 million yuan of asset impairment reserves in 2021.
The provision for asset impairment this time follows the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies. The basis for the provision for asset impairment fully and fairly reflects the company’s asset status, making the company’s accounting information on asset value more authentic, reliable and reasonable.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company. For details of the announcement on the provision for impairment of assets in 2021, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com (www.cn. Info. Com. CN), the designated information disclosure media of the company.
13. Deliberated and passed the proposal on the remuneration of directors of the company in 2022
Voting results: 11 in favor, 0 against and 0 abstention.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) for details of the announcement on the remuneration scheme of the company’s directors, supervisors and senior managers.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. Deliberated and passed the proposal on the remuneration of senior managers of the company in 2022
Voting results: 11 in favor, 0 against and 0 abstention.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) for details of the announcement on the remuneration scheme of the company’s directors, supervisors and senior managers.
15. Deliberated and passed the proposal on Revising the company’s plan for non-public development of shares
Voting results: 8 in favor, 0 against and 0 abstention.
The directors of the company, Mr. Yu Rong, Ms. Guo Meiling and Mr. Wang Xiaojun, who are affiliated directors of the company, have avoided voting because they are related or interested in this proposal. Other non affiliated directors shall participate in the voting of this proposal.
The independent directors of the company have expressed their independent opinions on this matter. For details of the 2021 non-public offering stock plan (Revised Version) and the independent opinions issued by the independent directors, please refer to the company’s designated information disclosure media cninfo (www.cn. Info. Com. CN.). See China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com (www.cn. Info. Com. CN), the information disclosure media designated by the company, for details of the announcement on the revision of relevant documents of the company’s non-public Development Bank A-share stock plan.
16. Deliberated and passed the proposal on Revising the feasibility analysis report on the use of funds raised by non-public development banks of the company
Voting results: 8 in favor, 0 against and 0 abstention.
The directors of the company, Mr. Yu Rong, Ms. Guo Meiling and Mr. Wang Xiaojun, who are affiliated directors of the company, have avoided voting because they are related or interested in this proposal. Other non affiliated directors shall participate in the voting of this proposal.
The independent directors of the company have expressed their independent opinions on this matter, and the feasibility analysis report on the use of funds raised by non-public Development Bank A shares (Revised Version) and the independent opinions issued by the independent directors are detailed in the company’s designated information disclosure media cninfo.com.cn. See China Securities Journal, Shanghai Securities News, securities times, securities daily and CNKI for details of the announcement on the revision of documents related to the company’s non-public development plan for A-share shares
