Securities code: 002107 securities abbreviation: Shandong Wohua Pharmaceutical Co.Ltd(002107) Announcement No.: 2022-002 Shandong Wohua Pharmaceutical Co.Ltd(002107)
Announcement on the resolutions of the 17th meeting of the 6th 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.
The 17th meeting of the 6th board of directors of Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the company) was held by means of communication voting on January 19, 2022, and the notice of the meeting was sent in writing, e-mail, etc. on January 8, 2022. The meeting was presided over by Mr. Zhao Bingxian, chairman of the board of directors. The meeting was held in accordance with the company law and other relevant laws and regulations and the articles of association. After careful consideration by the participating directors, the following resolutions were adopted at the meeting:
1、 The meeting deliberated and adopted the proposal on the work report of the Executive Committee of the board of directors in 2021 with 9 affirmative votes, 0 negative votes and 0 abstention.
2、 The meeting deliberated and adopted the proposal on the work report of the board of directors in 2021 by 9 votes in favor, 0 against and 0 abstention.
The Shandong Wohua Pharmaceutical Co.Ltd(002107) 2021 annual work report of the board of directors is published on cninfo.com（ http://www.cn.info.com.cn. ）For investors.
Mr. LV Wei, Ms. Peng Juan and Mr. Li Junde, the independent directors of the company, respectively submitted the 2021 annual report of independent directors of the Shandong Wohua Pharmaceutical Co.Ltd(002107) sixth board of directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
3、 The meeting deliberated and adopted the proposal on the company’s 2021 internal control evaluation report with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The Shandong Wohua Pharmaceutical Co.Ltd(002107) 2021 annual internal control evaluation report and the self inspection form for the implementation of internal control rules are published on cninfo.com（ http://www.cn.info.com.cn. ）For investors to consult.
The independent directors have expressed their independent opinions on the internal control evaluation report of the company, which are published on cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of the company’s independent directors on relevant matters.
4、 The meeting deliberated and adopted the proposal on the company’s 2021 annual financial statement report with 9 affirmative votes, 0 negative votes and 0 abstention.
The financial final report of Shandong Wohua Pharmaceutical Co.Ltd(002107) 2021 is published in the securities times, China Securities Journal and cninfo（ http://www.cn.info.com.cn. ）For investors.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 The meeting deliberated and adopted the proposal on the company’s profit distribution plan for 2021 by 9 votes in favor, 0 against and 0 abstention.
Audited by YONGTUO Certified Public Accountants (special general partnership), according to the principle of the lower of the parent company and the consolidated data, as of December 31, 2021, the company’s accumulated profit available for distribution to shareholders was 151952996.66 yuan. It is agreed to formulate the company’s profit distribution plan for 2021 as follows: Based on the current total number of 577209600 shares of the company, distribute cash dividends of 2.60 yuan (including tax) to all shareholders for every 10 shares, distribute cash dividends of 150074496 yuan in total, and give bonus shares of 0 shares (including tax), carry forward the remaining undistributed profits to the next year, and do not use the accumulation fund to increase the share capital.
The Shandong Wohua Pharmaceutical Co.Ltd(002107) announcement on the profit distribution plan for 2021 was published in the securities times, China Securities Journal and cninfo（ http://www.cn.info.com.cn. ）For investors.
When the board of directors considered the proposal, the independent directors expressed their independent opinions on the matter. See http://www.cninfo.com.cn for details（ http://www.cn.info.com.cn. ）Independent opinions of the company’s independent directors on relevant matters.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
6、 The meeting deliberated and adopted the proposal on the company’s 2021 annual report and its summary with 9 affirmative votes, 0 negative votes and 0 abstention.
The full text of Shandong Wohua Pharmaceutical Co.Ltd(002107) 2021 annual report is published on cninfo.com（ http://www.cn.info.com.cn. ）The summary is also published in the securities times and China Securities Journal for investors’ reference.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
7、 The meeting deliberated and adopted the proposal on extension of loan to holding subsidiaries with 7 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed that the company will separately provide Liaoning wohua Kangchen Pharmaceutical Co., Ltd. with a loan extension of 150 million yuan. The source of funds is the company’s own funds. The loan funds are mainly used for the needs of Liaoning wohua Kangchen intelligent production technology transformation project to alleviate its capital pressure. The loan interest is charged at an annual interest rate of 7.3%, the principal is repaid at maturity and the interest is paid quarterly.
This proposal involves related party transactions, and related directors Mr. Zhao Bingxian and Ms. Zhao Caixia avoided voting.
The announcement on providing loan extension to holding subsidiaries was published in the securities times, China Securities Journal and cninfo.com（ http://www.cn.info.com.cn. ）For investors to consult.
The board of directors has obtained the prior approval of independent directors before issuing the proposal on loan extension to holding subsidiaries. When the board of directors considered the proposal, the independent directors expressed their independent opinions on the matter. See http://www.cninfo.com.cn for details（ http://www.cn.info.com.cn. ）Prior approval opinions and independent opinions of the independent directors of the company on relevant matters.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
8、 The meeting deliberated and adopted the proposal on renewing the appointment of accounting firms with 9 in favor, 0 against and 0 abstention.
It is agreed to continue to employ YONGTUO Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to provide audit services for the company for one year.
When the board of directors considered the proposal, the independent directors expressed their independent opinions on the matter. See http://www.cninfo.com.cn for details（ http://www.cn.info.com.cn. ）Independent opinions of the company’s independent directors on relevant matters.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
9、 The meeting deliberated and adopted the proposal on holding subsidiaries applying for comprehensive credit line from banks by 9 votes in favor, 0 against and 0 abstention.
It is agreed that the holding subsidiary Liaoning wohua Kangchen Pharmaceutical Co., Ltd. plans to apply for a comprehensive credit line with a total amount of no more than RMB 90 million from the cooperative commercial banks (the final credit line shall be subject to the actual credit line approved by the banks). The credit period is 1 year, and the line can be recycled within the credit period.
The announcement on the holding subsidiary’s application for comprehensive credit line from the bank was published in the securities times, China Securities Journal and cninfo.com（ http://www.cn.info.com.cn. ）For investors.
10、 The meeting deliberated and adopted the proposal on nominating candidates for directors of the seventh board of directors of the company with 9 affirmative votes, 0 negative votes and 0 abstention.
It is agreed to nominate Mr. Zhao Bingxian, Ms. Zhao Caixia, Mr. Zhang Ge, Mr. Li Shengting, Mr. Chen Yong and Ms. Cui Yongmei as candidates for non independent directors of the seventh board of directors of the company (see the appendix for resume), submit the above candidates for non independent directors to the 2021 general meeting of shareholders of the company for deliberation, and elect the above candidates for non independent directors item by item by using the cumulative voting system. The term of office after election is three years, counting from the date of adoption by the general meeting of shareholders.
It is agreed to nominate Mr. Li Junde, Ms. Gao Mingqin and Mr. Yu Junli as independent director candidates of the seventh board of directors of the company (see the appendix for resume). After the above independent director candidates have no objection after being reviewed by Shenzhen Stock Exchange, they shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the above independent director candidates shall be elected item by item by using the cumulative voting system. The term of office after election is three years, counting from the date of adoption by the general meeting of shareholders.
Among the above-mentioned candidates for directors, the total number of directors concurrently serving as the company’s senior managers and employees’ representatives does not exceed half of the total number of directors of the company.
Independent directors express independent opinions on candidates for the board of directors:
1. The nomination and voting procedures of candidates for directors of the 7th board of directors of the company comply with the articles of association and relevant laws and regulations, and are legal and effective.
2. After reviewing the educational background, work experience and qualifications of the candidates for the 7th board of directors of the company, we believe that the candidates for the 7th board of directors of the company have the qualifications and work experience to perform the duties of directors; The qualifications do not fall under the circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, comply with the company law, the articles of association and other relevant provisions, and the candidates for independent directors are independent.
3. Agree to nominate Mr. Zhao Bingxian, Ms. Zhao Caixia, Mr. Zhang Ge, Mr. Li Shengting, Mr. Chen Yong and Ms. Cui Yongmei as candidates for non independent directors of the seventh board of directors of the company, and agree to nominate Mr. Li Junde, Ms. Gao Mingqin and Mr. Yu Junli as candidates for independent directors of the seventh board of directors of the company, with a term of office of three years, calculated from the date of adoption of the general meeting of shareholders.
The statement of independent director nominees, the statement of independent director candidates and the independent opinions of independent directors on relevant matters are published on http://www.cn.info.com.cn For investors’ reference.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
11、 The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders with 9 affirmative votes, 0 negative votes and 0 abstention votes.
It is agreed that the 2021 annual general meeting of shareholders of the company will be held in the conference room of Shandong Weifang company at 14:00 on February 10, 2022, and items 2, 4, 5, 6, 7 and 8 adopted at the meeting will be The tenth proposal and the 2021 annual work report of the board of supervisors and the proposal on nominating candidates for non employee representative supervisors of the seventh board of supervisors approved by the board of supervisors were submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Shandong Wohua Pharmaceutical Co.Ltd(002107) board of directors January 19, 2002
Annex: resumes of non independent directors and candidates for independent directors of the 7th board of directors
Zhao Bingxian, Chinese nationality, without permanent overseas residency, male, born in November 1963, graduated from Shanghai Jiaotong University with a master’s degree and has more than 30 years of experience in investment, M & A, reorganization and listing and enterprise management. Capital operation theory, published in January 1997, is the first monograph on capital operation and investment banking in China, and was rated as one of the top ten best sellers in China in 1997. Effective action theory was published in January 2016, which created a set of operation and management mode of managing enterprises with ideas. In 1991, he founded and served as the chairman and President of Beijing CSI Wanrong Investment Group Co., Ltd., the chairman of Beijing CSI Wanrong pharmaceutical Investment Group Co., Ltd. and the director of Luolai Lifestyle Technology Co.Ltd(002293) (SZ. 002293). He has been the chairman of the company since February 2002.
Mr. Zhao Bingxian, as the actual controller of the company, holds 80% of the equity of the company’s controlling shareholder Beijing CSI Wanrong Investment Group Co., Ltd., and Beijing CSI Wanrong Investment Group Co., Ltd. holds 50.27% of the equity of the company. Mr. Zhao Bingxian, the brother of Ms. Zhao Caixia, the director candidate, and the wife and brother of Mr. Chen Yong, the director candidate, has no relationship with other shareholders, actual controllers, other directors, supervisors and senior managers holding more than 5% of the company’s shares. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; It has not been filed for investigation by judicial organs for suspected crimes or checked by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; There is no one who has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court; There are no circumstances specified in article 3.2.2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which meets the employment conditions specified in the company law and the articles of association.
Zhao Caixia, Chinese nationality, without permanent overseas residency, female, born in November 1969, graduated from Renmin University of China with a bachelor’s degree in economics. He has successively served as the chief of the audit section and the chief of the financial management section of the State Administration of Taxation of Chaoyang District, Beijing, and the director, chairman assistant, vice chairman and CFO of the Audit Department of Beijing CSI Wanrong pharmaceutical Investment Group Co., Ltd. Since joining the company in February 2019, he has successively served as vice chairman and Secretary of the board of directors. He is currently the vice chairman and Secretary of the board of directors of the company. Ms. Zhao Caixia, who holds 55680 shares of the company, is the sister of Mr. Zhao Bingxian, the actual controller of the company, and the spouse of Mr. Chen Yong, the director candidate. She has no connection with other shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the shares of the company
