Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2021 annual work report of the board of directors
April 2022
In 2021, the board of directors of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as the “company”) conscientiously implemented the resolutions adopted by the general meeting of shareholders in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations, departmental rules and normative documents, the articles of association and other provisions, Actively perform various responsibilities entrusted to the board of directors by the company and shareholders, and carry out various work diligently. At the same time, the board of directors carefully guides and supervises the management, improves the internal management and standardized operation ability of the company, and promotes the sustainable and steady development of the company. The main work of the board of directors in 2021 and the work plan in 2022 are reported as follows:
1、 Operation of the company in 2021
During the reporting period, pharmaceutical enterprises faced both opportunities and challenges in the face of repeated outbreaks of covid-19 pneumonia, policy adjustment of the pharmaceutical industry, continuous deepening of medical and health system reform and changes in product market competition pattern. The board of directors of the company assesses the situation, based on the long-term, firmly implements the innovation and development strategy, combines imitation with innovation, builds a leading competitive advantage based on the field of liver health and expands to the field of antiviral and anti infection, and further enhances the comprehensive competitiveness of the company; Increase R & D investment, set up innovative drug subsidiaries, and optimize innovation management and operation; Increase market investment, strengthen the construction of sales system, and effectively expand the coverage and depth of sales network; Make every effort to complete the refinancing issue, raise funds, orderly promote the construction of raised investment projects, and further improve the company’s international pharmaceutical manufacturing capacity; Further improve the internal governance structure, standardize the internal management system and internal control system, and strengthen daily management.
During the reporting period, the operating income was 370442200 yuan, basically the same as that of the same period of the previous year; Due to the impact of factors such as the sharp increase of R & D expenses, the enhancement of team construction and the delivery of headquarters buildings, the related expenses increased year-on-year, resulting in a loss. The net profit attributable to the shareholders of the listed company was -348866 million yuan, a decrease of 335.33% over the same period of the previous year; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -460763 million yuan.
During the reporting period, the company focused on the following aspects:
(I) continue to increase R & D investment and promote the development of innovative drugs
During the reporting period, the company firmly implemented the innovation and development strategy and accelerated the research and development progress of innovative drugs. The research and development cost was 689895 million yuan, an increase of 215176 million yuan year-on-year. Strategic layout against New Coronavirus small molecule oral Innovation Medicine GST-HG171, integration of resources to promote, and strive to early listing for the contribution of anti epidemic, has identified the preclinical candidate compound PCC, is accelerating the pre clinical research. The c-met targeted drug gst-hg161 project has completed the phase I clinical trial, dose increasing phase trial, and the overall safety is good. At present, the phase IB multi center extended phase trial is being carried out. Taking Shanghai Dongfang Hospital as the center, the clinical research is carried out jointly with three sub centers of Shanghai Pulmonary hospital, Fujian cancer hospital and Linyi cancer hospital. Hepatitis B treatment Innovation Medicine China GST-HG141 has completed the Ia phase clinical trial, the overall safety is good, the Ib phase clinical trial results are positive, showing that GST-HG141 has good safety and pharmacodynamics and pharmacokinetic characteristics for Chinese chronic hepatitis B patients, supports GST-HG141 to continue the II clinical trial, has obtained the clinical II phase clinical trial ethics committee approval, is preparing for the phase II clinical trial. The Ia phase GST-HG131 trial of hepatitis B treatment innovation medicine has completed the observation of drug tolerance and safety of all subjects. The first subject of the phase I clinical trial of gst-hg151, a new drug for the treatment of nonalcoholic steatohepatitis and liver fibrosis, was successfully enrolled on March 11, 2022. Hepatitis B treatment Innovation Medicine GST-HG121 is currently actively promoting the preparation of I phase clinical trial. (II) spin off and set up a subsidiary of innovative drugs, with specialized management and operation
During the reporting period, the company jointly initiated the establishment of Fujian Guangsheng Zhonglin Biotechnology Co., Ltd., a subsidiary of innovative drugs, with five innovative drugs under research (gst-hg161, gst-hg151, gst-hg141, gst-hg131 and gst-hg121) and monetary capital contribution and core employee stock ownership platform, to manage innovative drugs and generic drugs separately, give better play to the advantages of professional operation and management, improve incentive mechanism and attract excellent professionals, Accelerate the process of project development and listing of innovative drugs, and further enrich the company’s innovative drug R & D pipeline. By vigorously introducing innovative talents, Guangsheng Zhonglin is constantly improving the construction of innovative drug R & D and management team. Dr. George Zhang (Zhang Yuhua), who has rich experience in innovative drug R & D, product pipeline layout and expansion, has been appointed as the general manager. He and Dr. John Wei Zhong Mao, the chief scientist, jointly lead the innovative drug team and accelerate the R & D process of innovative drug projects, Ensure the smooth implementation of the company’s innovation strategy.
(III) complete the refinancing issuance and orderly promote the construction of raised investment projects
The company obtained the reply on Approving the registration of Fujian Cosunter Pharmaceutical Co.Ltd(300436) issuing shares to specific objects (zjxk [2020] No. 2748) in October 2020, and completed the issuance of 18777000 shares to specific objects in June 2021. The total amount of funds raised was 51448980000 yuan. After deducting the issuance expenses excluding tax of 1490566038 yuan, the net amount of funds actually raised was 49958413962 yuan, and the new shares were listed on July 9, 2021. In combination with the phased needs of the development strategy, the company makes reasonable planning, orderly promotes the construction of investment projects with raised funds, further improves the company’s pharmaceutical manufacturing capacity and promotes innovation transformation, strengthens the research and development of innovative drugs, and improves the company’s innovation ability and sustainable development ability. The construction of the high-quality project of the company’s international preparation and API fund-raising investment project is progressing smoothly. It is expected to apply for GMP certification in June 2022. At the same time, the company is also scientifically planning and deploying covid-19 drug production capacity to launch large-scale production of covid-19 gst-hg171 and other innovative drugs, so as to lay a solid foundation for modern hardware production!.
(IV) expand high-quality imitation varieties and further enrich product pipelines
During the reporting period, the company effectively expanded and enriched the product pipeline, and successively approved the best-selling generic drugs in the fields of liver disease, cardiovascular tube and men’s health, such as entecavir tablets (Doctor GaN), propofol tenofovir tablets (tegantine), sildenafil tablets (jingo), rivaroxaban tablets (tonoan) and pivastatin calcium tablets (chinoan), Among them, rivaroxaban tablets (tonoan) won the bid for the fifth batch of national centralized procurement of drugs, providing the company with new revenue and profit growth points.
At the same time, the company and high-end preparation technology
Fujian ruitailai Pharmaceutical Technology Co., Ltd., an R & D enterprise, signed the strategic cooperation framework agreement, reached a strategic partnership, continued to enrich the company’s high-end difficult to imitate drug product pipeline with high clinical value and strong market demand, promoted the optimization and upgrading of the company’s product structure, built product differentiated competitive advantages, and improved the company’s core competitiveness in the pharmaceutical field.
(V) continuously strengthen team building and promote sales of new products
At the beginning of the reporting period, the company focused on strengthening the sales management system of the division system, strengthening the team construction of the liver disease division, establishing a new retail division and e-commerce division, and improving the promotion ability of professional chemistry; Actively explore new sales models and promote the sales of newly approved products; At the same time, in order to increase the market coverage, the company signed a strategic cooperation agreement with Shanghai Pharmaceutical Holding Co., Ltd. in June 2021, focusing on its advantages and helping the company’s products quickly improve the market share with the help of its resource advantages in the fields of Commerce, hospital, retail, B2B / o2o and so on.
2、 Daily work of the board of directors
(I) convening of the board meeting
During the reporting period, the company held 9 board meetings, as follows:
Meeting time and proposal name
Proposal on electing the chairman of the company
Proposal on the election of members of the audit committee of the Fourth Board of directors
Proposal on the election of members of the remuneration and assessment committee of the Fourth Board of directors
Proposal on the election of members of the strategy committee of the Fourth Board of directors
Proposal on the election of members of the nomination committee of the Fourth Board of directors
Proposal on adjusting the company’s organizational structure
Proposal on appointment of general manager of the company issued by the 4th board of directors
Proposal on appointment of the company’s chief operating officer (2021.1.6)
Proposal on appointing chief scientist of the company
Proposal on appointing deputy general manager of the company (including 6 sub proposals)
Proposal on appointing the Secretary of the board of directors of the company
Proposal on the appointment of the company’s chief financial officer
Proposal on appointment of securities affairs representative of the company
Proposal on appointing the person in charge of internal audit of the company
Proposal on appointing Mr. Huang Fuhu as executive director of Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) e-commerce Co., Ltd
Proposal on the work report of the general manager in 2020
Proposal on the work report of the board of directors in 2020
Proposal on 2020 annual report and its summary of the 4th board of directors
Second meeting: proposal on 2020 annual audit report on March 30, 2021
Proposal on the financial statement report of 2020
Proposal on financial budget report for 2021
Proposal on the self evaluation report on internal control in 2020
Proposal on reappointment of the company’s accounting firm in 2021
Proposal on 2020 profit distribution plan
Proposal on salary confirmation of directors, supervisors and senior managers in 2020 and salary plan in 2021
Proposal on cancellation of some stock options in 2018 stock option incentive plan
Proposal on bank loan limit and guarantee in 2021
Proposal on extending the validity of the resolution of the general meeting of shareholders on issuing A-Shares to specific objects
Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to the issuance of A-Shares to specific objects
Proposal on convening the 2020 annual general meeting of shareholders
Proposal on the first quarter report of 2021 of the Fourth Board of directors
Three meetings 2021.4.12
Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds at the 4th session of the board of directors
Proposal on using raised funds to increase capital to subsidiaries to implement raised investment projects (including 2 sub proposals) on July 5, 2021 in the fourth meeting
Proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance
Proposal on changing the registered capital and amending the articles of Association
Proposal on by election of non independent directors of the Fourth Board of directors of the company (including 2 sub proposals)
Proposal on appointing Mr. Lin Xiaohui as deputy general manager and Secretary of the board of directors on August 6, 2021
Proposal on appointing directors of subsidiaries (including 3 sub proposals)
Proposal on convening the second extraordinary general meeting of shareholders in 2021
The fourth session of the board of directors
