Securities code: Sansure Biotech Inc(688289) securities abbreviation: Sansure Biotech Inc(688289) Announcement No.: 2022028 Sansure Biotech Inc(688289)
Announcement on the resolution of the third meeting of the first board of directors in 2022
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
Sansure Biotech Inc(688289) (hereinafter referred to as “the company”) held the third meeting of the first board of directors in 2022 on April 18, 2022. 11 directors should attend the meeting and 11 actually attended the meeting. The meeting was presided over by the chairman, Dr. Dai Lizhong. The notice, convening and deliberation procedures of the meeting were in line with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After deliberation by the directors present at the meeting, the following proposals were unanimously adopted:
1. The contents of Sansure Biotech Inc(688289) 2021 annual report on the work of the board of directors were reviewed and adopted: in 2021, all members of the board of directors earnestly performed the duties entrusted to the board of directors by the general meeting of shareholders in strict accordance with the provisions of the company law, the securities law, the articles of association, the rules of procedure of the board of directors and other laws and regulations and relevant systems of the company, diligently carried out all work and promoted the sustainable, healthy and stable development of the company. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
2. Reviewed and approved the profit distribution plan for Sansure Biotech Inc(688289) 2021
Content: according to the audit confirmation of Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 224269639558 yuan, and the distributable profit of the parent company was 378010491461 yuan as of December 31, 2021.
The annual profit distribution plan for 2021 is as follows: the company plans to distribute every 10 shares to all shareholders based on the total share capital registered on the equity registration date of equity distribution minus the shares in the company’s special securities repurchase account
Cash dividend of 3.75 yuan (including tax). As of April 18, 2022, the total share capital of the company is 40000000000 shares. After deducting 4791299 shares in the special securities account for repurchase, the total cash dividend to be distributed is 14820326288 yuan (including tax).
According to the resolution of the third extraordinary general meeting of shareholders in 2021, the company has distributed a dividend of 7.5 yuan (including tax) for the first three quarters of 2021 to all shareholders for every 10 shares in December 2021. After deducting 920000 shares in the special securities account for repurchase, the actual number of share capital participating in the distribution is 399080000 shares, and the total cash dividend distributed is 299310000 yuan (including tax).
In order to establish and improve the company’s long-term incentive mechanism, the company carried out share repurchase through centralized bidding trading through the trading system of Shanghai Stock Exchange. As of December 31, 2021, the total amount of funds paid for repurchase was RMB 19998382097. According to the rules on share repurchases of listed companies and the guidelines for self-regulation of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, it shall be regarded as a cash dividend of a listed company and included in the relevant proportion of cash dividend.
To sum up, the cumulative cash dividend of this year is 64749708385 yuan, accounting for 28.87% of the net profit attributable to the common shareholders of the listed company in 2021.
In view of the current industry characteristics and development stage of the company, combined with the current operating conditions and future capital needs, in order to promote the implementation of various strategic plans of the company and ensure the sustainable, stable and healthy development of the company, the company puts forward this profit distribution plan for 2021, which not only protects the legitimate rights and interests of investors, but also takes into account the needs of the sustainable and stable development of the company.
The undistributed profits retained by the company will be used for strategic planning projects such as the company’s new product R & D investment, international strategic layout, talent team construction, platform enterprise building, industrial chain extension and project construction related to the company’s main business, which is conducive to promoting the smooth implementation of the company’s medium and long-term development strategic planning and ensuring healthy and sustainable development.
The company will always pay attention to the protection of investors’ rights and interests, in strict accordance with relevant laws and regulations and the requirements of regulatory authorities, and comprehensively consider the impact of various factors related to profit distribution, strive to maintain the continuity and stability of profit distribution, adhere to the attribute of scientific innovation and value creation, and bring long-term and stable returns to investors. Independent directors have expressed their independent opinions on the above matters.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
3. The annual report and summary of Sansure Biotech Inc(688289) 2021 were reviewed and adopted
Content: audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the company’s 2021 annual report and its summary have been prepared, and all directors have confirmed the data of the annual report. The content of the report is true, accurate and complete, and there are no false records, misleading statements or major omissions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
4. The proposal of Sansure Biotech Inc(688289) on renewing the appointment of audit institutions in 2022 was deliberated and adopted
Content: in order to ensure the continuity of the audit business, comprehensively consider the audit quality and service level, and based on the good cooperative relationship between the two sides, according to the relevant provisions of the articles of association and the current regulatory requirements, the board of directors plans to renew the appointment of China audit Zhonghuan certified Public Accountants (special general partnership) as the audit institution of the company in 2022, which will last until the end of the general meeting of shareholders in 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the above matters.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
5. The proposal of Sansure Biotech Inc(688289) on the remuneration plan of directors in 2022 was deliberated and adopted
Content: non independent directors of the company receive remuneration according to their positions in the company, and do not receive directors’ remuneration separately; The independent directors of the company receive an independent director allowance of 80000 yuan / year in the company. The above salary is the amount before tax, and the personal income tax involved is uniformly withheld and paid by the company. If a director of the company leaves office due to the change of office or resignation during his term of office, the remuneration shall be calculated and paid according to his actual term of office.
Independent directors have expressed their independent opinions on the above matters.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
6. The proposal of Sansure Biotech Inc(688289)
Content: in accordance with the relevant provisions of the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, and in combination with the salary level, annual operation status and position responsibilities of the company’s industry and region, the company formulates the salary plan for senior managers in 2022 as follows: according to their specific positions in the company, And receive the salary after being assessed according to the relevant salary and performance appraisal management system of the company.
Independent directors have expressed their independent opinions on the above matters.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
7. The special report on the deposit and actual use of raised funds in Sansure Biotech Inc(688289) 2021 was reviewed and approved
Content: 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 (CSRC announcement [2022] No. 15) issued by the CSRC and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation issued by the Shanghai Stock Exchange, The special report truthfully reflects the annual deposit and actual use of the raised funds of the company as of December 31, 2021 in all major aspects.
Independent directors have expressed their independent opinions on the above matters.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
8. Deliberated and adopted the 2021 performance report of Sansure Biotech Inc(688289) audit committee
Content: during the reporting period, the members of the audit committee fulfilled their duties in accordance with relevant regulations, and performed their duties in an independent, objective and impartial manner, thus completing the work of the audit committee. In 2022, all members will continue to give full play to the supervision function of the audit committee in accordance with the regulatory requirements and the responsibilities and obligations conferred by the company’s system, and earnestly safeguard the common interests of the company and all shareholders.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
9. The proposal of Sansure Biotech Inc(688289) on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 was deliberated and adopted
Content: the confirmation of daily related party transactions and the expected daily related party transactions in 2022 are based on the actual needs of the company’s daily business activities, follow the principles of fair and just market, and the transaction price is determined through negotiation based on the market price. The payment arrangement and settlement method are implemented in accordance with the rules and requirements of the company’s transactions with other customers or suppliers, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders, It will not affect the operation and independence of the company. Agree to the confirmation of the company’s daily related party transactions, and agree to the company’s daily related party transactions within the expected category and amount.
Independent directors have expressed their independent opinions on the above matters.
Voting result: 10 affirmative votes; No negative vote; No abstention; Mr. Dai Lizhong avoided voting as an associated director.
10. The Sansure Biotech Inc(688289) 2021 annual social responsibility report was reviewed and adopted
Content: during the reporting period, the company earnestly implemented environmental protection, actively fulfilled social responsibilities, and continuously improved the corporate governance structure. The company has prepared the 2021 social responsibility report in accordance with the Listing Rules of Shanghai Stock Exchange Kechuang board, the self regulatory guidelines for companies listed on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation and other relevant documents, combined with the characteristics of the industry to which the company belongs and the actual situation of the company’s performance of social responsibility during the reporting period.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
11. The contents of Sansure Biotech Inc(688289) 2021 annual internal control evaluation report were reviewed and adopted: according to the identification of major defects in internal control, there were no major defects in internal control on the benchmark date of the internal control evaluation report. The board of directors believed that the company had maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
12. The proposal of Sansure Biotech Inc(688289) on convening the 2021 annual general meeting of shareholders was deliberated and adopted
Content: the company plans to hold the 2021 annual general meeting of shareholders on May 9, 2022 to review relevant proposals. Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
13. The proposal of Sansure Biotech Inc(688289) on applying for bank credit line was deliberated and passed: in order to meet the needs of production and operation activities, ensure the working capital demand in normal production and operation activities, and further broaden the company’s financing channels, the company applied to the bank for a total annual trade financing credit line of 1 billion yuan, and authorized the general manager to determine the cooperative bank and the specific credit amount within the scope of the total credit line.
Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
14. The first quarter report of Sansure Biotech Inc(688289) 2022 was reviewed and adopted
Content: the company’s first quarter report of 2022 has been prepared, and all directors have confirmed the data of the first quarter report. The content of the report is true, accurate and complete, and there are no false records, misleading statements or major omissions. Voting result: 11 affirmative votes; No negative vote; There were no abstentions.
15. The proposal of Sansure Biotech Inc(688289) on changing the business scope and amending the articles of association was deliberated and adopted
Content: according to the actual production and operation situation and business development needs, the company plans to increase the sales of mobile detection vehicles, and plans to increase this kind of business scope. At the same time, the company adjusts the expression of business scope in accordance with the catalogue of standardized expression of business scope registration (Trial) according to the requirements of the State Administration of market supervision on the standardization of enterprise business scope registration, The company agrees to amend the corresponding provisions on business scope in the articles of association.
It is hereby announced.
Sansure Biotech Inc(688289) board of directors April 19, 2022
