Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Work report of the board of directors in 2021
In 2021, the board of directors of the company earnestly performed its duties in strict accordance with the provisions of the company law, the articles of association, various laws, regulations and normative documents, strictly implemented the resolutions of the general meeting of shareholders, continuously standardized corporate governance and steadily promoted the development of various businesses of the company. All directors of the company are serious and responsible, and do their best for the scientific decision-making and standardized operation of the board of directors of the company. During the reporting period, the operation of the company remained stable as a whole. The report on the work of the board of directors in 2021 is as follows:
1、 Operation of the company during the reporting period
(I) main financial data
During the reporting period, the company achieved an operating revenue of 349788900 yuan, an increase of 2.59% over the same period last year; The net profit attributable to the shareholders of the listed company was 577819 million yuan, down 8.54% from the same period last year. The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 549946 million yuan, down 2.99% from the same period last year. The decline in net profit was mainly caused by the decline in the gross profit of mask products. This year, as the market demand for masks tends to stabilize and the price returns to the normal level, the company achieved a sales revenue of 133718 million yuan, a year-on-year decrease of 77.63%, and a gross profit of 405200 yuan, a year-on-year decrease of 98.48%.
(II) analysis of the company's operation
1. Focus on core product driven and steady growth of pharmaceutical business
In 2021, the company achieved a drug sales revenue of 3360702 million yuan, an increase of 20.16% over 2020, and the drug gross profit increased by 21.07% year-on-year. During the reporting period, on the basis of adhering to the multi variety development strategy, the company adjusted the product structure according to the market sales situation, focusing on the development of the company's advantageous products. The core products Shenqi Jiangtang Tablet, Xiaoyanlidan tablet and Kumu injection achieved a total sales revenue of 195 million yuan, an increase of 29.29% over the same period of last year. Other potential products, such as Danshitong capsule, Guipi liquid, Jianer Qingjie liquid, Zhubei Dingchuan pill and naolibao pill, also achieved growth in varying degrees.
2. Improve the construction of marketing system and layout the top 100 chain pharmacies
During the reporting period, the company strengthened the construction of marketing talent team, improved the business training of front-line marketing managers, strengthened the volume of market development, sunk channels, developed market terminals in multiple directions and levels, refined the company's marketing network and improved the company's marketing system. At the same time, the company has strengthened the cooperation with the top 100 chain pharmacies in China, focusing on OTC products such as Gujing Bushen pill and Jianer Qingjie liquid, making use of product advantages to build terminal brands and improve the brand influence of the company; Carry out training on product knowledge, selling points and product sales skills for chain stores to improve the sales ability of stores. Up to now, Chongqing Baida pharmacy Co., Ltd. has reached a strategic cooperation with Chongqing Baida pharmacy Co., Ltd.
3. Increase investment in R & D and innovation and practice corporate social responsibility
During the reporting period, the company increased investment in drug secondary development and new drug R & D, with an annual R & D investment of 108666 million yuan, accounting for 3.11% of the operating revenue. At the same time, 4 invention patents and 1 utility model patent were applied, of which 1 invention patent "a preparation method of nano traditional Chinese medicine powder" was authorized on February 22, 2022. Up to now, the company has 22 patents, including 4 invention patents, 6 utility model patents and 12 design patents.
Adhering to the corporate mission of "carefully protecting human health", since the outbreak of covid-19 pneumonia in 2020, the company has actively responded to the government's prevention and control initiatives, built mask production workshops, actively fulfilled social responsibilities, and donated epidemic prevention and control materials to all sectors of society for many times, The company's products are approved by the New Coronavirus pneumonia diagnosis and treatment plan (trial version 4 to nine).
2、 Daily operation of the board of directors
(I) change of board of directors
During the reporting period, due to the expiration of the term of office of the first board of directors of the company, in accordance with the provisions of the company law and other laws, regulations and the articles of association, the company conducted the general election of the board of directors, held the second extraordinary general meeting of shareholders in 2021 on July 18, 2021, and elected the second board of directors of the company, which is composed of 4 non independent directors and 3 independent directors. The first meeting of the second board of directors was held on July 27, 2021. The chairman of the second board of directors and members of various special committees were elected, a new senior manager was appointed, and the election of the new board of directors was successfully completed.
(II) convening of the board meeting and deliberation of proposals
During the reporting period, the board of directors of the company held 10 meetings in accordance with the provisions of the articles of association and the rules of procedure of the board of directors to consider relevant matters within its terms of reference. The details are as follows:
No. date of holding meeting content of the session
1 on January 6, 2021, the 13th session of the first board of directors deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2021.
The 14th session of the first board of directors deliberated and approved the proposal on the review report of the company's IPO. 2 the proposal on formulating the internal reporting system of major information of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. at the meeting on March 30, 2021.
3 on April 30, 2021, the 15th session of the first board of directors deliberated and adopted the proposal on the review report of the company's IPO. Meeting
The proposal on the company's 2020 annual general manager's work report, the proposal on the company's 2020 annual board of directors' work report and the proposal on the company's 2020 annual final financial report were reviewed and approved Proposal on the company's profit distribution in 2020, 4 proposal on the 16th plan of the first board of directors on June 9, 2021, proposal on the audit report of the company's IPO, proposal on hiring an audit institution in 2021 and proposal on the remuneration of non independent directors in 2021 Proposal on 2021 annual allowance of independent directors, proposal on 2021 annual remuneration of senior managers and proposal on convening 2020 annual general meeting of shareholders.
The 17th session of the first board of directors deliberated and approved the proposal on the general election of the company's board of directors 5 the proposal on convening the second extraordinary general meeting of shareholders in 2021 at the meeting on July 3, 2021.
The proposal on electing the chairman of the second board of directors of the company, the proposal on electing the members of each special committee of the second board of directors of the company, the proposal on appointing the general manager of the company for the first time of the second board of directors on July 27, 2021 and the proposal on appointing the deputy general manager of the company were reviewed and approved Proposal on the appointment of the company's chief financial officer, proposal on the appointment of the company's secretary to the board of directors, proposal on the appointment of the company's securities affairs representative, proposal on the appointment of the person in charge of the company's internal audit department Proposal on the review report of the company's IPO.
7 on September 27, 2021, the second session of the board of directors deliberated and approved the proposal on the audit report of the company's IPO for the second time. meeting
The third session of the second board of directors deliberated and approved the proposal on the establishment of asset management plan by the company's senior managers and core members 8 on October 27, 2021 to participate in the strategic placement of the company's initial public offering and listing on the gem.
The second board of directors deliberated and approved the proposal on the review report of the company's IPO for the fourth time. 9 the proposal on establishing a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds was held on November 2, 2021.
The proposal on using some idle self owned funds and raising funds for cash management at the fifth time of the second board of directors (including over raised funds) on December 17, 2021, the proposal on changing the company's registered capital and company type, amending the articles of association and handling the industrial and commercial change registration, and the proposal on changing
Change the proposal of the head of the company's internal audit department and the proposal on convening the company's first extraordinary general meeting in 2022.
(III) implementation of the board of directors to the general meeting of shareholders
During the reporting period, the company held three general meetings of shareholders, all of which were convened by the board of directors. In accordance with the requirements of the company law and other relevant laws and regulations and the provisions of the articles of association, the board of directors shall exercise the functions and powers of the board of directors and the authority granted by the general meeting of shareholders, be diligent and conscientious, and earnestly implement the relevant resolutions of the general meeting of shareholders.
(IV) operation of the special committee
The board of directors of the company has four special committees: Audit Committee, strategy committee, nomination committee and salary and assessment committee. In accordance with the company law, the articles of association and other relevant provisions, the relevant implementation rules of each committee have been formulated. The establishment of the special committee will improve the corporate governance structure, more effectively protect the interests of investors, and further strengthen the supervision and guidance of the board of directors on the operation and operation of the company.
During the reporting period, the audit committee held four meetings, the nomination committee and the remuneration and assessment committee held one meeting each, and the strategy committee did not hold a meeting.
(V) performance of independent directors
During the reporting period, the independent directors of the company conscientiously performed their duties in accordance with the provisions of the company law, the articles of association, the working rules for independent directors and other relevant laws, regulations and the company's system, participated in the decision-making of major matters of the company, attended and attended all the board meetings and general meetings of shareholders during the reporting period, carefully considered the proposal of the board of directors and expressed independent opinions on major matters, It fully reflects the independent status of independent directors in the board of directors and special committees, protects the legitimate rights and interests of the company and shareholders, and promotes the standardized operation of the company.
3、 Focus of work in 2022
Traditional Chinese medicine is an important health, cultural and economic resource in China. Especially in the fight against covid-19 pneumonia, it has played its own unique advantages, and the public has new expectations for traditional Chinese medicine. 2022 is the second year of the "14th five year plan" for the development of traditional Chinese medicine and the second year of the company's listing. In order to ensure the realization of the development goals, the company will focus on the following key aspects under the leadership of the board of directors:
(I) further optimize the corporate governance structure, improve the company's internal control and management system, improve the level of corporate governance and standardize the operation. Adhering to the attitude of being responsible to all shareholders, the board of directors will be diligent and responsible, make scientific and effective decisions, strengthen relevant compliance training and learning, strengthen the obligations and responsibilities of directors and supervisors, and effectively protect the legitimate rights and interests of all shareholders.
(II) strict
