Securities code: 603102 securities abbreviation: Baihe stock Announcement No.: 2022012 Weihai Baihe Biotechnology Co., Ltd
Announcement on the resolutions of the 14th meeting of the third 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.
1、 Meetings of the board of directors
Weihai Lily Biotechnology Co., Ltd. (hereinafter referred to as "the company") issued a notice to the directors on April 8, 2022 to convene the 14th meeting of the third board of directors. On April 18, 2022, the 14th meeting of the third board of directors was held in the company's conference room by means of communication and on-site voting. 9 directors should attend the meeting, 9 directors actually attended the meeting, and relevant senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by Chairman Liu Xinli. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations of the board meeting
After careful deliberation and voting, the directors present at the meeting passed the following resolutions:
(I) the proposal on the general manager's work report in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
(II) the proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on the performance report of the audit committee of the board of directors in 2021 was considered and adopted. The voting results: 9 votes in favor, 0 against and 0 abstention
Details are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement.
(IV) the proposal on the work report of independent directors in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
Details are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement.
(V) the proposal on the company's 2021 annual report and its summary was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
Details are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the proposal on the company's profit distribution plan for 2021 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention
In 2021, the total cash dividend to be distributed by the company is 32 million yuan (including tax), accounting for 21.62% of the net profit attributable to the common shareholders of the listed company in the consolidated statements, which is less than 30%, mainly because: 1. The development stage of the company
Since 2020, covid-19 pneumonia has made consumers pay more attention to their own health, objectively promoted the development of the industry, and the operation of the company has shown a good development trend. However, on the other hand, we can also see that the influence of the company's independent brand business needs to be further improved compared with By-Health Co.Ltd(300146) , Xiamen Kingdomway Group Company(002626) and other competitors. At the same time, due to the repeated epidemic of covid-19 pneumonia, the sales growth of the company's independent brand business in offline channels such as pharmacies and supermarkets is slow. At this stage, the company urgently needs to increase investment in the operation of independent brand business to achieve rapid development, At the same time, it is also necessary to further strengthen internal accumulation and improve risk resistance to meet internal and external business challenges.
2. Profitability and capital demand of the company
During the reporting period, the company achieved an operating income of 6618744 million yuan, an increase of 14.45% over the same period of last year; The net profit attributable to the shareholders of the listed company was 148039200 yuan, a year-on-year increase of 16.46%; After deducting non recurring profits and losses, the net profit attributable to shareholders of listed companies was 134434200 yuan, a year-on-year increase of 14.62%. In order to effectively promote the smooth realization of the company's strategic objectives and business plans and ensure the sustainable development of the company, the company needs to ensure the capital demand for its own development, which is also conducive to enhancing the company's ability to give long-term and sustainable returns to investors.
3. Comply with the dividend return plan for three consecutive years (including the current year) after the company's A-share listing
The total cash dividends to be distributed by the company this time account for 21.62% of the net profit attributable to the common shareholders of the listed company in the consolidated statements, Comply with the "three consecutive years (including the current year) after the listing of the company's a shares" in the "dividend return plan for three consecutive years (including the current year) after the listing of the company" , after the company has fully reserved the statutory reserve fund and surplus reserve fund, if there is no major investment plan or major cash expenditure, the annual cash dividend distribution to shareholders shall not be less than 10% of the distributable profits realized in the current year. The accumulated cash dividends of the company for three consecutive years shall not be less than 30% of the annual distributable profits realized for three consecutive years (including the current year) after listing. The company's dividend distribution plan can better take into account the return of shareholders and the needs of the company's future sustainable development.
4. The exact purpose of the retained undistributed profits of the company and the estimated income
The retained undistributed profits of the company will continue to be used for the development of the company's main business, meet the needs of daily production and operation and strategic development, mainly invest in brand construction, R & D and sales of new products, vigorously expand existing business and broaden new business channels, so as to promote the implementation of the company's development strategy, further improve profitability and repay the majority of investors with better business performance.
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the proposal on the company's 2021 annual financial statement report was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) the proposal on Directors' remuneration of the company in 2021 was deliberated and passed
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IX) the proposal on the remuneration of senior managers of the company in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Announcement.
(x) the proposal on the company's report for the first quarter of 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
Details are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement.
（11） The proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（12） The proposal on the explanation of the internal control evaluation report of undisclosed companies in 2021 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Announcement.
（13） The proposal on by election of independent directors of the third board of directors of the company was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（14） The proposal on the by election of non independent directors of the third board of directors of the company was reviewed and adopted. The voting results: 9 votes in favor, 0 against and 0 abstention
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（15） The proposal on Amending the articles of association was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
Details are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（16） The proposal on revising some corporate governance systems was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
Details are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement, Among them, the rules of procedure of the company's general meeting of shareholders (revised in April 2022), the rules of procedure of the company's board of directors (revised in April 2022), the rules of procedure of the company's board of supervisors (revised in April 2022), the working rules of the company's independent directors (revised in April 2022), the company's external investment management system (revised in April 2022) and the company's external guarantee management system (revised in April 2022) The management system of related party transactions of the company (revised in April 2022), the implementation rules of the cumulative voting system of the company (revised in April 2022) and the management system of raised funds of the company (revised in April 2022) shall be submitted to the general meeting of shareholders of the company for deliberation.
（17） The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
The company is scheduled to hold the 2021 annual general meeting of shareholders on May 10, 2022 to review the proposals submitted by the board of directors and the board of supervisors to the general meeting of shareholders for deliberation. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day Announcement.
It is hereby announced.
Board of directors of Weihai Lily Biotechnology Co., Ltd. April 19, 2022
