Securities code: 301111 securities abbreviation: Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Announcement No.: 2022006 Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Announcement of resolutions of the sixth meeting of the second 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
Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) held the sixth meeting of the second board of directors of the company by means of on-site and communication voting in the company’s conference room on April 21, 2022. Previously, the company sent a meeting notice to all directors by e-mail on April 11, 2022. The meeting was convened and presided over by Mr. Ou Xiantao, chairman of the company. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting (including Mr. Guo Hongqi, independent directors Mr. Zhu Renhong and Mr. Yang Nong who attended and exercised their voting rights by means of communication). Supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening, convening and voting procedures of this board meeting comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
After careful deliberation by all directors present at the meeting, the following resolutions are formed:
(I) the proposal on the company’s 2021 annual report and its summary was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Full text of 2021 annual report and summary of 2021 annual report.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(II) the proposal on the work report of the board of directors in 2021 was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Work report of the board of directors in 2021.
Independent directors Su Xudong, Zhu Renhong and Yang Nong also submitted the 2021 annual report of independent directors to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Report on the work of independent directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(III) the proposal on the company’s 2021 annual audit report was deliberated and passed
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day 2021 annual audit report.
Voting results: 7 in favor, 0 against and 0 abstention
(IV) the proposal on the company’s profit distribution plan for 2021 was reviewed and approved
Based on the principle of rewarding shareholders and sharing operating results with shareholders, and on the premise of ensuring the sustainable operation and long-term development of the company, the company has formulated the following profit distribution plan for 2021:
Based on the 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company’s total share capital as of December 31, 2021, cash dividends of 1.6 yuan (including tax), no bonus shares and no conversion of capital reserve into share capital will be distributed to all shareholders for every 10 shares. The total amount of cash dividends distributed is 25 Shanghai Pudong Development Bank Co.Ltd(600000) 00 yuan (including tax), and the remaining undistributed profits will be carried forward for annual distribution in the future.
The independent directors of the company expressed their independent opinions on the matter.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on profit distribution plan in 2021.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(V) the proposal on the company’s 2021 annual general manager’s work report was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention
(VI) the proposal on the company’s 2021 annual financial statement report was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Financial final accounts report of 2021.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(VII) the proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted. For details, see the company’s disclosure on cninfo.com.cn on the same day Self evaluation report on internal control in 2021.
The independent directors of the company expressed their independent opinions on the matter, and the sponsor Minsheng Securities Co., Ltd. issued its verification opinions.
Voting results: 7 in favor, 0 against and 0 abstention
(VIII) the proposal on the company’s 2021 annual social responsibility report was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day 2021 social responsibility report.
Voting results: 7 in favor, 0 against and 0 abstention
(IX) the proposal on the company’s special report on the deposit and actual use of raised funds in 2021 was reviewed and approved
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and actual use of raised funds in 2021.
The independent directors of the company gave their independent opinions on the matter, the sponsor Minsheng Securities Co., Ltd. issued their verification opinions, and Huaxing Certified Public Accountants (special general partnership) issued a special assurance report.
Voting results: 7 in favor, 0 against and 0 abstention
(x) the proposal on the occupation of non operating funds and other related capital transactions of the company in 2021 was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special audit instructions on the occupation of non operating funds and other related capital transactions.
The independent directors of the company expressed their independent opinions on the matter, and Huaxing Certified Public Accountants (special general partnership) issued a special audit statement.
Voting results: 7 in favor, 0 against and 0 abstention
（11） The proposal on the remuneration scheme of non independent directors in 2022 was deliberated and adopted
Non independent directors holding management positions in the company shall receive remuneration according to relevant contracts signed with the company, positions held in the company, performance appraisal and the company’s remuneration management system.
In addition, all non independent directors of the company will add an annual allowance of 24000 yuan (before tax) per person, which will be paid on an average monthly basis.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 3 votes in favor, 0 against and 0 abstention. Related directors Ou Xiantao, Guo Hongqi, Qiu wusheng and Chen Xiuyan avoided voting.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
（12） The proposal on the 2022 annual allowance scheme for independent directors was deliberated and adopted
Independent directors are entitled to an annual independent director allowance of RMB 60000 (before tax) per person according to the contract signed between the company and them, which is paid on a quarterly basis. The expenses incurred by independent directors in performing their duties for the company shall be reimbursed in accordance with the relevant travel expenses reimbursement provisions of the company.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention, and the related directors Su Xudong, Zhu Renhong and Yang Nong avoided voting.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
（13） The proposal on the 2022 annual salary plan for senior managers was deliberated and adopted
Senior managers in the company shall conduct comprehensive performance evaluation according to their positions and the current salary system, personal performance, performance and completion of responsibility objectives of the company, and take the evaluation results as the basis for determining salary.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention, and the related directors Ou Xiantao, Qiu wusheng and Chen Xiuyan avoided voting.
（14） The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
In view of the professional ability and good reputation of Huaxing Certified Public Accountants (special general partnership), and taking into account its service level and fees, the board of directors agreed that the company would continue to employ Huaxing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to be responsible for the audit of the company’s financial and accounting reports in 2022 for one year.
At the same time, the general meeting of shareholders is requested to authorize the management to decide the remuneration of the audit institution, adjust the service scope or make other arrangements for individual matters according to the actual situation.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on reappointment of audit institutions 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
The proposal needs to be submitted to the general meeting of shareholders in 2021.
（15） The proposal on using raised funds to replace self raised funds invested in raised investment projects in advance was deliberated and adopted
In order to smoothly promote the investment progress of the raised investment projects, the board of directors agreed that the company would use the raised funds of 7.6132 million yuan to replace the self raised funds invested in the raised investment projects in advance. The replacement time of the raised funds is less than 6 months from the arrival date of the raised funds, which meets the requirements of relevant laws and regulations.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention
（16） The proposal on applying for comprehensive credit line from the bank was deliberated and adopted
In order to improve the use efficiency of the company’s funds and meet the needs of the company’s continuous development of business scale, the board of directors agreed to authorize the management of the company to apply for a comprehensive credit line of no more than 500 million yuan from each cooperative bank according to the actual situation of the company, which is valid from the date of approval by the general meeting of shareholders to the date of holding the general meeting of shareholders of the company next year. Meanwhile, the general meeting of shareholders shall be requested to authorize the chairman of the company to sign relevant documents.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
（17） The proposal on changes in accounting policies was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on changes in accounting policies.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention
（18） The proposal on Amending the articles of association was deliberated and adopted
In accordance with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for the articles of association of listed companies (2022 Revision) and other laws and regulations, the company plans to partially revise the articles of association. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Comparison table of amendments to the articles of association of the company.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
（19） The proposal on formulating and revising some internal control management systems of the company was deliberated and adopted one by one
In accordance with the relevant provisions of the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other laws and regulations, as well as the articles of Association, the board of directors agreed to revise some internal control management systems and formulate the registration management system for insiders.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Various system documents.
The specific voting results are as follows:
1. Deliberated and adopted the revision of the rules of procedure of the general meeting of shareholders;
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
2. Deliberating and adopting the revision of the rules of procedure of the board of directors;
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
3. Deliberated and adopted the revision of the working rules for independent directors;
Voting results: 7 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
4. Deliberated and adopted the revision of the working rules of the Secretary of the board of directors;
Voting results: 7 in favor, 0 against and 0 abstention
5. Deliberated and adopted the revision of the implementation rules of the strategy committee of the board of directors;
Voting results: 7 in favor, 0 against and 0 abstention
6. Deliberated and adopted the revision of the detailed rules for the implementation of the audit committee of the board of directors; Voting results: 7 in favor, 0 against and 0 abstention. 7. The implementation rules of the nomination committee of the board of directors were reviewed and revised; Voting results: 7 in favor, 0 against and 0 abstention. 8. The detailed rules for the implementation of the remuneration and assessment committee of the board of directors were reviewed and revised; Voting results: 7 in favor, 0 against and 0 against
