Rongfeng Holding Group Co.Ltd(000668)
2021 annual general meeting
Conference materials
May 23, 2022
catalogue
1. Notes to the 2021 annual general meeting of shareholders 22. Agenda of the 2021 annual general meeting of shareholders 33. Work report of the board of directors in 202144. Work report of the board of supervisors in 2021125. 2021 annual report and summary sixteen
6. About the financial final accounts of 2021 and the financial budget plan of 2022 seventeen
7. Proposal on 2021 profit distribution plan 208. Proposal on outstanding performance commitment and performance compensation of Weiyu medical in 2021219. Proposal on the provision for credit impairment and asset impairment in 20212510. Proposal on applying for loan limit from the controlling shareholder shengshida Investment Co., Ltd 2911. Proposal on Authorizing the company to use its own funds for entrusted financial management 3012. Proposal on the company’s expected guarantee amount for subsidiaries in 20223113. Proposal on Amending the articles of Association thirty-two
Notes to 2021 annual general meeting of shareholders
In order to safeguard the legitimate rights and interests of all shareholders and ensure the order and efficiency of the general meeting of shareholders, these instructions are formulated in accordance with the rules of the general meeting of shareholders of listed companies, the articles of association and the rules of procedure of the general meeting of shareholders of China Securities Regulatory Commission.
1、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law. 2、 If a shareholder requests to speak at the general meeting of shareholders, he / she shall raise his / her hand and proceed in accordance with the arrangement of the host.
3、 The time for shareholders to speak and ask questions is 20 minutes. The shareholder’s speech or question shall be relevant to the topic of the shareholders’ meeting, concise and concise, and each speech shall not exceed 2 minutes in principle.
4、 The directors, supervisors and senior managers of the company shall answer the questions of shareholders in a serious, responsible and targeted manner.
5、 Before the voting of the general meeting, the registration of the meeting shall be terminated, and the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the total number of voting shares held by them.
6、 Voting at this general meeting of shareholders adopts on-site and online voting. Shareholders exercise their voting rights according to the number of voting shares they represent, and each share has one vote.
7、 When attending the general meeting of shareholders, shareholders shall earnestly perform their legal obligations, consciously maintain the normal order of the general meeting, and shall not infringe on the rights and interests of other shareholders.
Agenda of 2021 annual general meeting of shareholders
Meeting time: 2:30 pm, May 23, 2022
Venue: conference room, 3F, building 6, area 4, Hanwei International Plaza, No. 186, South Fourth Ring West Road, Fengtai District, Beijing
Convener: Rongfeng Holding Group Co.Ltd(000668) group board of directors
Moderator: Mr. Wang Zheng, chairman of Rongfeng Holding Group Co.Ltd(000668) group
Agenda:
1、 The moderator opened the meeting
2、 Welcome speech by Mr. Wang Zheng, chairman of Rongfeng Holding Group Co.Ltd(000668) group
3、 Read out the notice of the general meeting of shareholders
4、 Deliberation of proposals
5、 Shareholders’ deliberation and speech and answering shareholders’ questions
6、 Election of vote counting and scrutinizing personnel
7、 Announcement of shareholders’ attendance
8、 Vote on the proposal
9、 Read out the results of the on-site voting
10、 The lawyer read out the legal opinion
11、 End of the meeting
Conference materials I
Work report of the board of directors in 2021
All shareholders of the company:
In 2021, in strict accordance with the company law, securities law and other laws and regulations as well as the articles of association, the board of directors of the company earnestly performed its duties, standardized operation and scientific decision-making, led and urged the management to actively implement the resolutions of the general meeting of shareholders and the board of directors, continuously improved the corporate governance structure, effectively promoted the development of the company’s business and protected the interests of the company and all shareholders. The work report of the board of directors in 2021 is as follows:
1、 Review of work in 2021
The company’s original main business was real estate development. During the reporting period, the company acquired Anhui Weiyu Medical Device Technology Co., Ltd. through major asset restructuring to control Weiyu medical. The company’s main business was changed to real estate development, medical device distribution and technical services.
1. Real estate development business
In 2021, the real estate market showed a trend of high in the front and low in the back. Under the background of adhering to the principle of “housing without speculation”, housing regulation policies were frequently issued in the first three quarters, and the policy environment was tightened from both ends of supply and demand, including three red lines, the implementation of housing loan concentration management system and the centralized release of land supply. In the fourth quarter, the market fell significantly, and the policy tone shifted to the three stability objectives of “stabilizing land prices, stabilizing house prices and stabilizing expectations”.
The decline in the area of new housing construction expanded, and the growth rate of investment slowed down. The new construction area of housing in China was 1.99 billion square meters, a year-on-year decrease of 11.4%, an increase of 10.2 percentage points over the previous year. The national investment in real estate development was 14.8 trillion yuan, a year-on-year increase of 4.4%, and the growth rate was 2.6 percentage points lower than that of the previous year.
Commercial housing sales reached a new high, the growth rate slowed slightly, and regional differentiation intensified. The sales area of commercial housing was 1.794 billion square meters, an increase of 1.9% over the previous year. The sales volume of commercial housing was 18.19 trillion yuan, an increase of 4.8%. The eastern region led with a year-on-year growth of 8%, the central region increased by 6.4%, exceeding the national average, while the western region (- 2.8%) and the northeast region (- 10.3%) showed negative growth.
2. Medical device distribution and technical service business
The medical device distribution and technical service market is facing major opportunities. According to the results of the seventh national census in 2021, there are 264 million people aged 60 and over, accounting for 18.70%, of which 191 million people aged 65 and over, accounting for 13.50%. Orthopaedic diseases are strongly related to age. According to the National Bureau of statistics, the per capita disposable income of Chinese residents increased from 19311 yuan in 2013 to 32189 yuan in 2020, and the per capita health care expenditure also increased from 912 yuan in 2013 to 1843 yuan in 2020. At the same time, China’s medical insurance system tends to be improved. Under the influence of multiple factors such as the acceleration of aging, medical insurance reform and the rise of residents’ consumption level, the demand for medical orthopaedic implant consumables is expected to rise sharply. The distribution and service industry of medical orthopaedic implant consumables, as a bridge between manufacturers and corresponding orthopaedic consumables users (medical institutions and patients), is facing major market opportunities.
Orthopaedic centralized procurement policy is implemented, with opportunities and challenges coexisting.
In 2021, the purchase of high-value consumables with volume has a significant impact on the medical device industry. On June 21, the joint purchase office of high-value medical consumables organized by the state issued the announcement of centralized purchase of artificial joints organized by the state (No. 1), marking the official launch of centralized purchase of orthopaedic consumables at the national level. At present, the alliance of Jiangsu, Anhui, Fujian, Shandong, Henan and other provinces and cities has implemented volume procurement for some orthopedic medical devices.
The promotion of the volume purchase policy is conducive to the long-term and healthy development of the orthopaedic consumables industry, but at the same time, it will greatly reduce the terminal price of products, which will have an adverse impact on the performance of enterprises in the short term. The volume purchase policy will promote the accelerated concentration of the industry.
During the reporting period, the company completed the transfer and delivery of Chongqing Rongfeng’s equity, controlled Weiyu medical through major asset restructuring, carried out orthopedic implant consumables distribution and technical service business through Weiyu medical, quickly entered the medical and health industry, cultivated new performance growth points and realized business transformation.
During the reporting period, covid-19 epidemic occurred repeatedly in many parts of the country, which had a great impact on the normal production and operation activities of enterprises. At the same time, the procurement of orthopaedic implant consumables with quantity was gradually implemented, and the industrial policy environment also changed significantly. In the face of adverse factors, the company actively faces them and timely adjusts its business strategy to minimize the adverse impact on the company. In 2021, the company achieved a total operating income of 25225898694 yuan, a year-on-year increase of 130.20%; The net profit attributable to the parent company was 23559814211 yuan, a year-on-year increase of 111642%; As of December 31, 2021, the total assets were 384649319189 yuan, with a year-on-year increase of 46.85%; The owner’s equity attributable to the parent company was 117969141105 yuan, with a year-on-year increase of 24.95%.
The company incorporated Weiyu medical into the scope of consolidated statements in the fourth quarter of 2021, so the operating revenue, total assets and owner’s equity attributable to the parent company increased significantly; The company confirmed the disposal of Chongqing Rongfeng equity investment income, and the net profit attributable to the parent company increased significantly compared with the same period last year.
2、 Daily work of the board of directors
(I) in 2021, the company held 8 meetings of the board of directors, including on-site meetings
1 meeting, 2 meetings in combination with on-site communication and 5 meetings in communication. have
The meeting is as follows:
The meeting held a resolution, published the resolution, published the information of the content of the resolution, and disclosed the date in the newspaper
1. Review the supplementary agreement on signing the equity acquisition agreement of Chongqing Nan’an District Cimushan project
Proposal on Amending the agreement
The 10th board of directors 2021 2. Deliberated on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the relevant matters in April of the third year of the April 2021 meeting of Chongqing Rongfeng equity transfer securities times. The 7th Meeting of Securities Daily on September 9. 3. Deliberated on the estimated amount of connected transactions between the company and Ma’anshan rural commercial bank in 2021
The proposal of degree
4. Deliberating the proposal on convening the first extraordinary general meeting of shareholders in 2021
1. Review the work report of the board of directors in 2020
2. Review the 2020 general manager’s work report
3. Review the 2020 annual report and summary
4. Review the company’s 2020 internal control self-evaluation report
5. First quarter 2021 Review Report
6. Review the financial final accounts in 2020 and the financial budget plan in 2021
The 10th board of directors 2021 7. Deliberating the proposal on profit distribution plan in 2020
On April 8 of the fourth year of the board meeting, the proposal on the change of accounting policies was deliberated by securities times on April 9, 2021. The proposal on the formulation of the company’s investor relations management system was deliberated at the meeting of Securities Daily on April 28. On October 26, the proposal on applying for loan limit from the controlling shareholder shengshida Investment Co., Ltd. was deliberated
Proposal for
11. Deliberating the proposal on Authorizing the company to use its own funds for entrusted financial management
12. Review the proposal on the company’s expected guarantee amount for subsidiaries in 2021
Case
13. Deliberating the proposal on convening the 2020 annual general meeting of shareholders of the company
14. The meeting heard the work report of independent directors in 2020
1. Deliberating the proposal on the company meeting the conditions for major asset restructuring of listed companies
2. Deliberating the proposal on major asset purchase, capital increase and related party transactions one by one
2.1 counterparty
2.2 transaction mode
2.2.1 equity transfer
The 10th board of directors 2021 2.2.2 cash capital increase Securities Times June 2021 meeting June 2.3 evaluation and pricing of this transaction Securities Daily Meeting on August 8 2.4 consideration payment and capital source of this transaction
2.5 closing
2.6 profit and loss during the transition period
2.7 performance commitment, profit compensation and excess performance reward
2.7.1 performance commitment and profit compensation of equity transfer
2.7.2 performance commitment and profit compensation for cash capital increase
2.7.3 reward for excess performance
2.8 delegation of voting rights
