Securities code: 002107 securities abbreviation: Shandong Wohua Pharmaceutical Co.Ltd(002107) Announcement No.: 2022-003 Shandong Wohua Pharmaceutical Co.Ltd(002107)
Announcement on resolutions of the 15th meeting of the 6th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 15th meeting of the 6th board of supervisors 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 meeting notice was sent in writing, e-mail and other ways on January 8, 2022. The meeting was chaired by Mr. Yin Wenjun, the chairman of the board of supervisors. The meeting was held in accordance with the company law and other relevant laws and regulations and the articles of association. After careful deliberation by the attending supervisors, the following resolutions were adopted:
1、 The meeting deliberated and adopted the proposal on the work report of the board of supervisors in 2021 by 5 votes in favor, 0 against and 0 abstention.
The Shandong Wohua Pharmaceutical Co.Ltd(002107) 2021 annual work report of the board of supervisors is published on cninfo.com（ http://www.cn.info.com.cn. ）For investors.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 The meeting deliberated and adopted the proposal on the company’s 2021 internal control evaluation report with 5 affirmative votes, 0 negative votes and 0 abstention votes.
After careful review, the board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented. The internal control evaluation report of the company truly and objectively reflects the construction and operation of the company’s internal control system.
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.
3、 The meeting deliberated and adopted the proposal on the company’s 2021 annual financial statement report with 5 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.
4、 The meeting deliberated and adopted the proposal on the company’s profit distribution plan for 2021 by 5 votes in favor, 0 against and 0 abstention.
After careful review, the board of supervisors believes that the company’s profit distribution plan for 2021 complies with the company law, the securities law and other laws and regulations, as well as the relevant provisions of the CSRC on the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of Association, The company’s profit distribution plan for 2021 prepared by the board of directors comprehensively considers the characteristics, development stage, profitability and other factors of the company’s industry, matches the company’s total distributable profits, capital adequacy, growth, sustainable development and other conditions, conforms to the company’s actual situation and relevant policies and regulations, and embodies the principle of reasonable return to shareholders, It is conducive to the healthy, stable and sustainable development of the company and has legitimacy, compliance and rationality.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 The meeting deliberated and adopted the proposal on the 2021 annual report of the company and its summary with 5 affirmative votes, 0 negative votes and 0 abstention votes.
After careful review, the board of supervisors believes that the preparation and review procedures of the annual report for Shandong Wohua Pharmaceutical Co.Ltd(002107) 2021 and its abstract of the board of directors comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange, the articles of association and other internal management systems, and the content and format of the report comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange, It can truly, accurately and completely reflect the actual situation of the company without false records, misleading statements or major omissions.
The board of supervisors guarantees that the information disclosed in the annual report of Shandong Wohua Pharmaceutical Co.Ltd(002107) 2021 and its abstract is true, accurate and complete, and there are no false records, misleading statements or major omissions, and assumes individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
6、 The meeting deliberated and adopted the proposal on renewing the appointment of accounting firms with 5 affirmative votes, 0 negative votes and 0 abstention votes.
After careful review, the board of supervisors agreed to continue to employ YONGTUO Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
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 5 affirmative votes, 0 negative votes and 0 abstention votes.
After careful review, the board of supervisors believes that the loan provided to the holding subsidiary is in line with the needs of the company’s strategic development, and the risk is within the controllable range, in line with the company law, the articles of association, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, There is no situation that damages the interests of the company and all shareholders and will not have an adverse impact on the production and operation of the company. It is agreed that the company will separately provide a loan extension of 150 million yuan to Liaoning wohua Kangchen Pharmaceutical Co., Ltd.
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.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
8、 The meeting deliberated and adopted the proposal on nominating candidates for non employee representative supervisors of the seventh board of supervisors of the company by 5 votes in favor, 0 against and 0 abstention
It is agreed to nominate Mr. Yin Wenjun, Mr. Liu Bofang and Mr. Wang Li as candidates for non employee representative supervisors of the seventh board of supervisors of the company (see Annex for resume), submit the above non employee representative supervisors to the 2021 annual general meeting of shareholders of the company for deliberation, and elect non employee representative supervisors 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.
After being deliberated and approved by the general meeting of shareholders, the above candidates will form the seventh board of supervisors of the company together with Mr. Zhou Wanhui and Ms. Liu Lijuan, the employee representative supervisors elected by the employee congress of the company.
Among the supervisors proposed to be employed by the seventh board of supervisors of the company, the number of supervisors who have served as directors or senior managers of the company in the past two years does not exceed half of the total number of supervisors of the company, and the number of supervisors nominated by a single shareholder does not exceed half of the total number of supervisors of the company.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Shandong Wohua Pharmaceutical Co.Ltd(002107) board of supervisors January 19, 2002
Appendix: resume of non employee representative supervisor candidates of the 7th board of supervisors
Yin Wenjun, Chinese nationality, without permanent overseas residency, male, born in March 1965, graduated from China Criminal Police College with a Bachelor of law.
He joined Beijing CSI Wanrong Investment Group Co., Ltd. in September 1993, successively serving as project manager and senior project manager, senior manager, deputy director and supervisor of the General Department of Beijing CSI Wanrong pharmaceutical Investment Group Co., Ltd. He is currently the chief supervisor of the company and the supervisor of Beijing CSI Wanrong Investment Group Co., Ltd.
Mr. Yin Wenjun, who does not hold the company’s shares, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold 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.
Liu Bofang, Chinese nationality, without permanent overseas residency, male, born in May 1976, graduated from Xiamen University with a bachelor’s degree. He joined Beijing Zhongzheng Wanrong pharmaceutical Investment Group Co., Ltd. in October 2010 and successively served as senior manager, deputy director and director of the financial center. He joined the company in October 2016 and successively served as director of the financial department of the marketing center, deputy director of the office of the board of directors, deputy director of the financial center and head of internal audit. He is currently the supervisor of the company, deputy director of financial center and director of marketing financial center.
Mr. Liu Bofang, who does not hold the company’s shares, has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold 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.
Wang Li, Chinese nationality, without permanent overseas residency, male, born in September 1963, graduated from Liaoning higher education guidance school, majoring in pharmacy, technical secondary school degree and pharmaceutical engineer. Member of the sixth Standing Committee of Donggang CPPCC, member of the Standing Committee of Donggang Federation of industry and commerce, executive member of Dandong Federation of industry and commerce, and model worker of Donggang. He joined Liaoning wohua Kangchen Pharmaceutical Co., Ltd. in January 2004 and successively served as R & D Manager, general manager assistant and deputy director of personnel administration department. He is currently the deputy general manager and director of personnel administration department of Liaoning wohua Kangchen Pharmaceutical Co., Ltd. and the director of adverse drug reaction monitoring office.
Mr. Wang Li, who does not hold the company’s shares, has no relationship with the shareholders, actual controllers, other directors, supervisors and senior managers who hold 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.
