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.: 2022035 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement on the resolution of the 17th meeting of the seventh 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.
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as "the company") the 17th meeting of the 7th board of directors was held in the conference room on the third floor of the company on April 22, 2022 by means of communication and on-site. The notice of the meeting was sent to all directors of the company by SMS, email and other means on April 11, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting, including 3 independent directors. The company's supervisors and some senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Chen shaomei, chairman of the board. 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.
After deliberation, the board of directors unanimously agreed that the company's 2021 annual report and its abstract comply with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflect the company's operation in 2021, 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: 7 in favor, 0 against and 0 abstention.
According to the provisions of the articles of association, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 2、 The proposal on the work report of the board of directors in 2021 was deliberated and adopted.
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 disclosed on the.
Mr. Wang Yifei, Mr. Li Anxing and Ms. Zhu Zuyin, the independent directors of the company, submitted the report on the work of independent directors in 2021 and will report on their work at the 2021 annual general meeting of shareholders of the company. For details of the work report of the three independent directors, see the 2021 work report of independent directors disclosed by the company on cninfo.com.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the provisions of the articles of association, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 3、 The proposal on the 2021 president's work report of the company was deliberated and adopted.
The board of directors reviewed the 2021 president's work report submitted by Mr. Chen shaomei, the president of the company, and considered that the company's management effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, better completed the business objectives in 2021, and made detailed planning and arrangement for the work plan in 2021 in combination with the actual situation of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on the company's 2021 annual financial statement report was deliberated and adopted.
After deliberation, the board of Directors believes that the financial statement of the company in 2021 objectively and truly reflects the financial situation and operating results of the company in 2021. The independent directors of the company expressed their independent opinions on the matter. For details, please refer to the company's website (www.cn. Info. Com. CN.) 2021 annual financial statement disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the provisions of the articles of association, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 5、 The proposal on the company's profit distribution plan for 2021 was deliberated and adopted.
According to the audit of Zhitong Certified Public Accountants (special general partnership), the company's net profit attributable to the shareholders of the listed company in 2021 was -11891012308 yuan. The statutory surplus reserve was not withdrawn, plus the undistributed profit at the end of the year of 78033953049 yuan, minus the profit distribution cash stock profit in 2020
3426783345 yuan, and the company's distributable profit as of December 31, 2021 was 62716157396 yuan.
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.
If the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares before the implementation of the distribution plan, it will be adjusted accordingly according to the principle of unchanged distribution proportion.
After deliberation, the board of directors considered that the company's profit distribution plan for 2021 fully considered the actual operation of the company, the content of the plan matched the company's financial situation, complied with the relevant provisions of the CSRC and Shenzhen Stock Exchange on cash dividends, complied with the company's dividend return plan for shareholders and the relevant provisions of the articles of association on profit distribution policies, complied with the interests of all shareholders, and had legitimacy Compliance and rationality. The independent directors expressed their independent opinions on this proposal. See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on profit distribution plan for 2021 disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the provisions of the articles of association, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 6、 The proposal on the special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and approved.
After deliberation, the board of directors held that the company used the raised funds in strict accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the company's raised funds management system, and performed the relevant information disclosure in a timely, true, accurate and complete manner. There was no illegal use of the raised funds. The independent directors of the company expressed their independent opinions on the matter.
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: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
7、 The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted.
After deliberation, the board of Directors believes that the self-evaluation report on internal control in 2021 objectively and truly reflects the implementation of the company's internal control in 2021, and believes that the company has no major defects in internal control over financial reporting, and no major defects in internal control over non-financial reporting have been found. The independent directors of the company expressed their independent opinions on this. 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: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
8、 The proposal on the remuneration and allowance scheme of the company's directors in 2022 was deliberated and adopted.
According to the company's operating conditions and in combination with the salary level of the industry and region, the salary and allowance scheme of the company's directors in 2022 is as follows:
Directors of the company who hold daily operation and management positions in the company will receive remuneration according to their management positions, and will not receive director's allowance separately; The allowance standard for non independent directors and independent directors who do not hold daily management positions in the company is 80000 yuan / year (including tax).
According to relevant laws and regulations, all directors should avoid voting on their remuneration. This proposal will be directly submitted to the 2021 annual general meeting of shareholders for deliberation.
9、 The proposal on the 2022 annual salary plan of the company's senior managers was deliberated and adopted.
In combination with the overall salary level of the industry and region, the actual operation of the company and the performance of duties of senior managers, the company has formulated the 2022 annual salary plan for senior managers of the company. Independent directors have expressed their independent opinions on this proposal.
Related directors Mr. Chen shaomei and Mr. Zhou Derong withdrew from voting.
Voting results: 5 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
10、 The proposal on special instructions 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. The independent directors expressed their independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
11、 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. The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the provisions of the articles of association, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 12、 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. The independent directors expressed their independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
13、 The proposal on Revising the company's subsidiary management system was deliberated and adopted.
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）Management system of Guangdong Vtr Bio-Tech Co.Ltd(300381) subsidiaries disclosed in the.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
14、 The proposal on Amending the company's measures for the administration of foreign investment was deliberated and adopted.
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）Measures for the administration of Guangdong Vtr Bio-Tech Co.Ltd(300381) foreign investment disclosed in the.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
15、 The proposal on the future dividend return plan for Guangdong Vtr Bio-Tech Co.Ltd(300381) shareholders (20222024) was deliberated and adopted.
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）The future dividend return plan for Guangdong Vtr Bio-Tech Co.Ltd(300381) shareholders (20222024) disclosed on the. Voting results: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
16、 Deliberated and adopted the "on cancellation"
