Stock Code: Guangdong Vtr Bio-Tech Co.Ltd(300381) stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022036 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement of resolutions of the 11th meeting of the 7th board of supervisors
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.
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) the 11th meeting of the 7th board of supervisors was held on site in the conference room on the third floor of the company on April 22, 2022. The notice shall be sent by SMS and email to the plenary meeting of the company from February to November 2024. Three supervisors should attend the meeting and three directors actually attended the meeting. The meeting was presided over by Ms. Feng Dan, chairman of the board of supervisors. This meeting complies with the relevant provisions of the company law and the articles of association, and the meeting is valid.
The following proposals were considered and adopted by voting at this meeting:
1、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted..
The board of supervisors believes that the preparation and review of the 2021 annual report and its summary comply with the provisions of laws and regulations. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）The 2021 annual report and its summary disclosed on the.
Voting results: 3 in favor, 0 against and 0 abstention.
2、 The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Work report of the board of supervisors in 2021 disclosed on the.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 The proposal on the company’s 2021 annual financial statement report was deliberated and adopted.
After deliberation, the board of supervisors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021. For details, please refer to the company’s website (www.cn. Info. Com. CN.) 2021 annual financial statement disclosed on the.
Voting results: 3 in favor, 0 against and 0 abstention.
4、 The proposal on the company’s profit distribution plan for 2021 was deliberated and adopted.
The company’s profit distribution plan for 2021 is: Based on the total share capital of 490067316 shares of the company as of December 31, 2021, the company will distribute cash dividends of RMB 1.00 (tax included) to all shareholders for every 10 shares, with a total cash dividends of RMB 4900673160 (tax included). No bonus shares will be distributed in this profit distribution, no accumulation fund will be converted into share capital, and the remaining undistributed profits will be carried forward to the next year.
The board of supervisors believes that the company’s profit distribution plan for 2021 complies with the relevant provisions on dividends in the company law, the securities law and the articles of association, complies with the company’s dividend distribution policy, reflects the company’s return to investors, conforms to the interests of all shareholders, and has legitimacy, compliance and rationality. The board of supervisors agreed to this profit distribution plan.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on 2021 profit distribution plan disclosed by the company.
Voting results: 3 in favor, 0 against and 0 abstention.
5、 The proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved.
The board of supervisors believes that the management, use and operation procedures of the company’s raised funds comply with the relevant rules such as the measures for the administration of raised funds of listed companies and the guidelines for the standardized operation of companies listed on the gem and the provisions of the company’s raised funds management system. The actual use of the raised funds is legal and compliant, and no violations of laws, regulations and acts detrimental to the interests of shareholders are found.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Special report on the deposit and use of the company’s raised funds in 2021 disclosed on the.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted.
The board of supervisors believes that the company’s existing internal control system and control system can meet the requirements of the company’s management and the needs of the company’s development, provide reasonable guarantee for the preparation of true and fair financial statements, and ensure the healthy operation of the company’s business activities and the implementation of relevant national laws, regulations and internal rules and regulations.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed on.
Voting results: 3 in favor, 0 against and 0 abstention.
7、 The proposal on the special report on the occupation of non operating funds and other related capital transactions of the company was deliberated and adopted.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Special instructions on the occupation of non operating funds and other related capital transactions of the company disclosed on the.
Voting results: 3 in favor, 0 against and 0 abstention.
8、 The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted.
Grant Thornton Certified Public Accountants (special general partnership) is the company’s annual audit institution in 2021. During its practice, it adheres to the principle of independent audit and can issue various professional reports for the company on time. The contents of the reports are objective and fair. Considering the audit quality, service level and fees of the Institute, and with the prior approval of the independent directors, the company plans to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
9、 The proposal on the 2022 annual allowance scheme for supervisors of the company was deliberated and adopted.
According to the company’s operating conditions, combined with the salary level of the industry and region, the salary and allowance scheme of the company’s supervisors in 2022 is RMB 20000 per person per year before tax for shareholder supervisors and employee representative supervisors. According to relevant laws and regulations, all supervisors should avoid voting on their remuneration. This proposal will be directly submitted to the 2021 annual general meeting of shareholders for deliberation.
10、 The proposal on terminating the issuance of convertible corporate bonds to unspecified objects was deliberated and adopted.
The company held the 52nd meeting of the 6th board of directors and the 41st meeting of the 6th board of supervisors on January 28, 2021, and deliberated and adopted the proposal on the company issuing convertible corporate bonds to unspecified objects and other relevant proposals. The issuance of convertible corporate bonds to unspecified objects has not been deliberated by the general meeting of shareholders.
In view of the continuous investment of a large amount of funds for the development of the company’s biomedical sector and the great capital pressure on the company, the company held the 13th meeting of the seventh board of directors and the 9th meeting of the seventh board of supervisors on January 28, 2022, and the first extraordinary general meeting of shareholders in 2022 on March 31, 2022 to consider and adopt the proposal on the sale of major assets and related party transactions of the company and other proposals, Agree to sell all assets related to biomedical business, that is, sell all the equity of Hunan xinhexin biomedical Co., Ltd., Hunan keyixin biomedical Co., Ltd. and Henan Lihua Pharmaceutical Co., Ltd. in cash. After the above assets are sold, the company’s business will change greatly. Therefore, combined with the current actual situation of the company, the company decides to terminate the issue of convertible corporate bonds to unspecified objects.
Voting results: 3 in favor, 0 against and 0 abstention.
11、 The proposal on Canceling Part of the granted but not yet vested class II restricted shares was deliberated and adopted.
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the company’s 2021 restricted stock incentive plan, the measures for the administration of the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the authorization of the company’s first extraordinary general meeting in 2021, 10 incentive objects in the first incentive plan have resigned for personal reasons, which is not in line with the provisions on Incentive objects in the company’s incentive plan, The board of directors deliberated and decided to cancel 730000 restricted shares granted but not yet vested; As the company failed to meet the performance assessment objectives specified in the first vesting period of the first part of the incentive plan in 2021, the board of directors of the company decided to cancel 1857000 shares of restricted shares that cannot be vested in the first vesting period of the first part of the incentive plan. The total number of restricted shares that need to be cancelled is 2.587 million. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the cancellation of part of the granted but not yet vested class II restricted shares disclosed on the.
The board of supervisors held that the first granted incentive objects who have resigned from the company’s restricted stock incentive plan in 2021 and the cancellation of the restricted stock that cannot be vested in the first vesting period of the first grant comply with relevant laws, regulations, normative documents, the company’s incentive plan and other relevant provisions. Therefore, the board of supervisors agreed that the company would cancel the class II restricted shares that have been granted but not yet vested.
Voting results: 3 in favor, 0 against and 0 abstention.
12、 The proposal on the company’s use of idle self owned funds for entrusted financial management was deliberated and adopted.
In order to improve the use efficiency of funds, the company plans to use idle self owned funds of no more than 150 million yuan (including this amount) for entrusted financial management and purchase low-risk financial products on the premise of ensuring the daily operation and capital safety. The service life shall not exceed 36 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and term, the funds can be used in a circular and rolling manner. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Announcement on using idle self owned funds for entrusted financial management disclosed.
The board of supervisors believes that the company’s use of its own funds for entrusted financial management will not affect the normal development of the company’s main business, and there is no damage to the interests of the company and minority shareholders, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
13、 The proposal on the special verification report of the company’s operating income deduction statement was deliberated and adopted. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Special verification report of the company’s operating income deduction statement disclosed on the.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of supervisors
April 23, 2022
