Securities code: Fujian Cosunter Pharmaceutical Co.Ltd(300436) securities abbreviation: Fujian Cosunter Pharmaceutical Co.Ltd(300436) Announcement No.: 2022039 Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Announcement on the resolution of the 13th meeting of the 4th 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
Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as "the company") the 13th meeting of the 4th board of directors was notified by email and telephone on April 11, 2022 and held in the conference room on the second floor of building B, building 10, Fuzhou Software Park, No. 89, Fuzhou software Avenue on April 21, 2022. The meeting was presided over by Mr. liguoping, chairman of the board of directors. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was held in accordance with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager in 2021
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
The 2021 work report of the board of directors of the company will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(III) deliberating and adopting the proposal on the annual report of 2021 and its summary
The company's 2021 annual report and the summary of 2021 annual report will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the audit report of 2021
Dahua Certified Public Accountants (special general partnership) issued the company's 2021 annual audit report (dhsz [2022] No. 0010676) on April 21, 2022, which is a standard unqualified audit report.
The company's 2021 annual audit report will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the financial final accounts report of 2021
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the self evaluation report on internal control in 2021
The company's self-evaluation report on internal control in 2021 will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the renewal of the company's accounting firm in 2022
The board of directors agrees that the company will continue to employ Dahua Certified Public Accountants (special general partnership) as the accounting firm of the company in 2022.
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the proposed renewal of accounting firm (Announcement No.: 2022041).
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on the profit distribution plan for 2021
In 2021, the company plans not to distribute cash dividends, bonus shares or increase share capital with capital reserve. For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on special explanation of profit distribution plan in 2021 (Announcement No.: 2022042).
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the confirmation of the remuneration of directors, supervisors and senior managers in 2021 and the remuneration scheme in 2022
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
In this proposal, the proposal on the confirmation of the remuneration of directors and supervisors in 2021 and the remuneration scheme in 2022 need to be submitted to the 2021 annual general meeting for deliberation.
(x) deliberated and passed the proposal on bank loan line and guarantee in 2022
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on bank loan limit and guarantee matters in 2022 (Announcement No.: 2022043).
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（11） The proposal on canceling some stock options of 2020 stock option incentive plan was deliberated and adopted
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on cancellation of some stock options of 2020 stock option incentive plan (Announcement No.: 2022044).
The proposal was considered and adopted by 8 votes in favor, 0 against and 0 abstention. Huang Fuhu, a related director, avoided voting.
（12） The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
The company's special report on the deposit and use of raised funds in 2021 will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
（13） Deliberated and passed the proposal on Amending the articles of Association
The articles of association will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（14） Deliberated and adopted the proposal on Amending the independent director system
The independent director system of the company will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（15） Deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
The rules of procedure of the general meeting of shareholders of the company will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（16） The proposal on Amending the rules on connected transactions was deliberated and adopted
The related party transaction rules of the company will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。 The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（17） Deliberated and adopted the proposal on Amending the external guarantee system
The company's external guarantee system will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。 The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（18） The proposal on Amending the measures for the administration of raised funds was deliberated and adopted
The company's measures for the administration of raised funds will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（19） The proposal on Revising the information disclosure management system was deliberated and adopted
The information disclosure management system of the company will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
（20） The proposal on Revising the internal reporting system of major information was deliberated and adopted
The company's internal reporting system for major information will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
（21） The proposal on Amending the registration and management system of insiders was deliberated and passed, and the company's registration and management system of insiders will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
（22） The proposal on Amending the management system of the company's shares held by directors, supervisors and senior managers and their changes was deliberated and adopted
The company's "management system for the shares of the company held by directors, supervisors and senior managers and their changes" will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
For details of the amendments to the above articles of association and relevant systems, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Comparison table of amendments to the articles of association and related systems.
（23） Deliberated and passed the proposal on the report of the first quarter of 2022
The company's first quarter report of 2022 will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
（24） The proposal on signing technology development (cooperation) contracts and related party transactions was deliberated and adopted
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on signing technology development (cooperation) contracts and related party transactions (Announcement No.: 2022048).
The proposal was considered and adopted by 6 votes in favor, 0 against and 0 abstention. Related directors Li Guoping, ye Liqing and Li Guodong avoided voting.
（25） Deliberated and adopted the proposal on the 2021 annual social responsibility report
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）2021 social responsibility report.
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
（26） The proposal on proposing to convene the 2021 annual general meeting of shareholders was reviewed and adopted
The board of directors agreed that the company would hold the 2021 annual general meeting of shareholders on May 13, 2022.
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022045).
The proposal was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
The independent directors have expressed their prior approval opinions and independent opinions on the relevant matters of the company in 2021 and the above-mentioned relevant proposals. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Please refer to the independent opinions of independent directors on matters related to the 13th meeting of the 4th board of directors and the prior approval opinions of independent directors on matters related to the 13th meeting of the 4th board of directors!
3、 Documents for future reference
1. Resolutions of the 13th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors;
3. Prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors; 4. Guohao law firm (Shanghai) on the cancellation of the company 202
