Securities code: Shan Dong Kexing Bioproducts Co.Ltd(688136) securities abbreviation: Shan Dong Kexing Bioproducts Co.Ltd(688136) Announcement No.: 2022022 Shan Dong Kexing Bioproducts Co.Ltd(688136)
Announcement of resolutions of the 32nd meeting of the first 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Shan Dong Kexing Bioproducts Co.Ltd(688136) (hereinafter referred to as “the company”) the 32nd meeting of the first board of directors was held on April 15, 2022 at the 19th floor, building B, Chuangyi science and technology building, the intersection of high tech middle 1st Road and science and technology middle 1st Road, Nanshan District, Shenzhen. The notice of this meeting was sent to all directors by mail on April 5, 2022. There are 7 directors who should attend the meeting, and 7 actually attended the meeting.
The meeting was presided over by Deng Xueqin, chairman of the board, and attended by the company’s supervisors and some senior executives. The convening of the meeting shall comply with the provisions of relevant laws, regulations, rules and the articles of association, and the resolutions of the meeting shall be legal and effective.
2、 Deliberations of the board meeting
After careful consideration by all directors, the following resolutions were reached at the meeting:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
During the reporting period, the board of directors of the company earnestly performed the duties entrusted by the general meeting of shareholders in strict accordance with the duties and authorities entrusted by the company law, the securities law, the articles of association of Shan Dong Kexing Bioproducts Co.Ltd(688136) Co., Ltd., the rules of procedure of Shan Dong Kexing Bioproducts Co.Ltd(688136) board of directors and other relevant laws and regulations and the company’s rules and regulations, and deepened the corporate governance and standardized the operation of the company with the attitude of being responsible to all shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the general manager of the company in 2021
During the reporting period, under the leadership of the board of directors, the management of the company faithfully and diligently performed their duties and implemented various resolutions of the board of directors and the general meeting of shareholders in strict accordance with the company law, the securities law, the articles of association and other relevant requirements.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the performance report of the audit committee of the board of directors in 2021
During the reporting period, in accordance with the relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, the articles of association, the working rules of the audit committee of the board of directors and other relevant provisions, the audit committee of the board of directors of the company actively carried out its work and earnestly performed its duties based on the principle of diligence and responsibility.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the performance of the audit committee of the board of directors in Shan Dong Kexing Bioproducts Co.Ltd(688136) 2021.
(IV) deliberated and passed the proposal on the performance report of independent directors of the company in 2021
During the reporting period, the independent directors of the company faithfully and diligently performed their duties, actively attended relevant meetings, carefully reviewed various proposals of the board of directors, expressed independent opinions on major matters of the company and safeguarded the interests of the company and shareholders in accordance with the company law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the articles of association.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors will report on their duties at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the performance of independent directors in Shan Dong Kexing Bioproducts Co.Ltd(688136) 2021.
(V) deliberated and passed the proposal on the company’s 2021 annual report and its summary
The preparation and review procedures of the company’s 2021 annual report are standardized and legal, comply with laws, regulations, articles of association and various provisions of the company’s internal management system, the content and format of the annual report comply with various provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained truly and objectively reflects the company’s financial status and operating results of the current year.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Summary of Shan Dong Kexing Bioproducts Co.Ltd(688136) 2021 annual report and full text of Shan Dong Kexing Bioproducts Co.Ltd(688136) 2021 annual report.
(VI) deliberated and passed the proposal on the company’s 2021 annual financial statement report
The financial statement of 2021 prepared by the company in accordance with the requirements of relevant laws, regulations and normative documents truly reflects the financial status and overall operation of the company in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on the 2021 internal control evaluation report
The company has maintained effective internal control in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. From the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report, the company has no factors affecting the evaluation conclusion of the effectiveness of internal control, and there are no major defects in internal control on the base date of the internal control evaluation report.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Internal control evaluation report in 2021.
(VIII) deliberated and passed the proposal on the company’s profit distribution plan for 2021
The company plans to distribute a cash dividend of 1 yuan (including tax) to all shareholders for every 10 shares. As of december312021, the total share capital of the company is 198700650 shares. Based on this calculation, the total cash dividend to be distributed is 1987006500 yuan (including tax). The total cash dividends of the company in this year accounted for 20.60% of the net profit attributable to the owners of the parent company in the consolidated statements.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Shan Dong Kexing Bioproducts Co.Ltd(688136) 2021 annual profit distribution plan (Announcement No.: 2022017).
(IX) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
The actual deposit and use of the company’s raised funds in 2021 comply with the provisions of relevant laws, regulations and normative documents.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Special report on the deposit and actual use of raised funds in Shan Dong Kexing Bioproducts Co.Ltd(688136) 2021 (Announcement No.: 2022018).
(x) deliberated the proposal on the remuneration standard for directors, supervisors and senior managers of the company in 2022
According to the articles of association, with reference to the average salary level of independent directors of listed companies, and in combination with industry characteristics and the actual operation of the company, the salary of independent directors of the company is proposed to be 180000 yuan / year (before tax). The salary of non independent directors and senior managers in the company includes salary and year-end bonus. The salary standard and year-end bonus base are determined according to the position, job responsibilities, experience and qualifications and the internal salary system of the company; The calculation coefficient of year-end bonus is determined by the calculation of quarterly performance coefficient and annual performance coefficient. Employee representative supervisors receive corresponding remuneration according to their positions in the company.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（11） Deliberated the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects through summary procedures
In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock exchange, the general meeting of shareholders is requested to authorize the board of directors to handle matters related to the issuance of shares to specific objects in a simple procedure, The authorization period is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Shan Dong Kexing Bioproducts Co.Ltd(688136) on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects through summary procedures (Announcement No.: 2022019).
It is hereby announced.
Shan Dong Kexing Bioproducts Co.Ltd(688136) board of directors April 19, 2022
