Securities code: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) securities abbreviation: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Announcement No.: 2022027
Bond Code: 127057 bond abbreviation: Panlong convertible bond
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Announcement on the resolution of the 22nd Meeting of the third 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
1. Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as "the company") the notice of the 22nd Meeting of the third board of directors was sent to all directors and independent directors by email on April 12, 2022. 2. The meeting was held at 9:00 a.m. on April 22, 2022 in the conference room on the second floor of Shaanxi Panlong Pharmaceutical Co., Ltd., No. 2801, Baliu Second Road, modern textile industrial park, Baqiao District, Xi'an. The meeting was conducted by combining on-site and communication. Among them, independent director Mr. Li Junde and independent director Mr. Jiao leipeng attended the meeting by means of communication.
3. At this meeting, there are 9 directors who should vote and 9 directors who actually vote.
4. Mr. Xie Xiaolin, chairman of the company, presided over the meeting.
5. The notice, convening and convening of this meeting comply with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of association.
2、 Deliberations of the board meeting
1. The proposal on the annual report of 2021 and the summary of the annual report of 2021 was considered and adopted. The voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for the full text of the 2021 annual report（ http://www.cn.info.com.cn. ）The summary of the annual report of 2021 published on the same day in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）Summary of annual report 2021.
2. The proposal on the report of the first quarter of 2022 was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
The report of the first quarter of 2022 was published on the same day in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）The first quarter report of 2022.
3. The proposal on the 2021 annual work report of the general manager was considered and passed
The directors attending the meeting carefully listened to the general manager's 2021 annual work report made by the general manager of the company and believed that the report objectively and truly reflected the work and achievements of the company in implementing the resolutions of the board of directors and the general meeting of shareholders and strictly implementing various systems of the company in production, operation and management in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
4. The proposal on the 2021 annual work report of the board of directors was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）。
5. Deliberated and passed the proposal on the financial statement report of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）。
6. The proposal on financial budget report for 2022 was considered and passed
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）。
7. The proposal on the company's profit distribution plan for 2021 was reviewed and passed
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Announcement on the company's profit distribution plan for 2021.
The independent directors of the company have issued prior approval opinions and independent opinions on this proposal. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。
8. Deliberated and passed the proposal on the company's reappointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Announcement on reappointment of audit institutions in 2022.
The independent directors of cninfo.com have expressed their opinions on the independent proposal. For details, please refer to cninfo.com's approval of the independent proposal（ http://www.cn.info.com.cn. ）。
9. The proposal on the remuneration scheme of directors in 2022 was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
In 2022, the remuneration scheme of directors is as follows: non independent directors who do not hold operation and management positions in the company and do not undertake operation and management functions do not receive directors' remuneration; Directors serving in the company shall be determined according to their specific positions and the company's remuneration system, and shall not receive director's allowance separately; The allowance for independent directors of the company is 80000 yuan per person per year; Individual income tax shall be withheld by the company in accordance with regulations.
The independent directors of the company have expressed independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
10. The proposal on the self-evaluation report on internal control in 2021 was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
The independent directors of the company have expressed independent opinions on this proposal, and Lixin Certified Public Accountants (special general partnership) has issued an assurance report on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
11. The proposal on the company's special report on the deposit and use of raised funds in 2021 was reviewed and passed
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The independent directors of the company have expressed independent opinions on this proposal, the sponsor has issued a special verification report on this matter, and Lixin Certified Public Accountants (special general partnership) has issued an assurance report on this matter. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
12. The proposal on the prediction of the company's daily connected transactions in 2022 was reviewed and passed
Voting results: 7 in favor, 0 against and 0 abstention.
Related directors Mr. Xie Xiaolin and Mr. Xie Xiaofeng avoided voting on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Announcement on the prediction of the company's daily connected transactions in 2022.
The independent directors of cninfo.com have expressed their opinions on the independent proposal. For details, please refer to cninfo.com's approval of the independent proposal（ http://www.cn.info.com.cn. ）。
13. The proposal on Amending the articles of association was reviewed and passed
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Announcement on Amending the articles of association of the company.
14. The proposal on Amending the rules of procedure of the general meeting of shareholders was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。
15. The proposal on Amending the rules of procedure of the board of directors was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。
16. The proposal on Revising the working system of independent directors was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。
17. The proposal on Amending the working rules of the Secretary of the board of directors was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。
18. The proposal on Amending the working rules of the general manager was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。 19. The proposal on Amending the implementation rules of the nomination committee of the board of directors was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。 20. The proposal on Amending the detailed rules for the implementation of the audit committee of the board of directors was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。 21. The proposal on Amending the allowance system for independent directors was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。 22. The proposal on Revising the external guarantee management system was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。 23. The proposal on Amending the management system of raised funds was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. See http / / www.cninfo.com for details after revision（ http://www.cn.info.com.cn. ）。 24. The proposal on Revising the measures for the administration of investment decisions was considered and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
Please refer to cninfo for details after revision
