Company Code: 603883 Company Abbreviation: Ordinary People
I. Important Notes
1.1 The board of directors, the board of supervisors and the directors, supervisors and senior management of the company shall ensure that the contents of the quarterly report are true, accurate and complete, that there are no false records, misleading statements or material omissions, and that they bear individual and joint legal liabilities.
1.2 All directors of the Company attend the Board of Directors to consider the quarterly report.
1.3 Xie Zilong, the person in charge of the company, Zhu Jingjiao, the person in charge of accounting work, and Xia Wenqi, the person in charge of the accounting institution (accounting supervisor), guarantee that the financial statements in the quarterly report are true, accurate and complete.
1.4 The Company's first quarterly report is unaudited.
Second, the company's main financial data and shareholder changes
2.1 Key Financial Data
Unit: Yuan Currency: RMB
Non-recurring P&L items and amounts
√ Applicable □ does not apply
2.2 Table of the total number of shareholders, the top ten shareholders, the top ten circulating shareholders (or shareholders with unlimited sale conditions) as of the end of the reporting period
Unit: Shares
2.3 Table of the total number of preferred shareholders, the top ten preferred shareholders, and the top ten preferred shareholders with unlimited sale conditions as of the end of the reporting period
□ applicable √ does not apply
III. Important Matters
3.1 The company's main accounting statements items and financial indicators of the material changes and reasons
3.2 Analysis of the progress of important matters and their impact and solutions
In the first quarter of 2021, the company's operations faced short-term pressure due to changes in the demand for epidemic materials, as well as the impact of the Spring Festival on-site New Year and the restriction of the sale of cold medicines in some areas. While actively responding to market changes, the company first grasps the four strategic development directions of prescription drugs, new rural areas, digitalization, new retail, and firmly implements them without wavering; second, for different levels of markets, through direct operation, acquisition, franchise, alliance "four carriages" common development, accurately enhance the absolute market share of the region; third, continuously enhance its core competitiveness, strengthen refined management, and deeply cultivate patient services; fourth, take consumers' health needs as the core, through digital transformation and innovation, create omni-channel, Full-link new retail market.
During the reporting period, the company achieved operating income of 3.638 billion yuan, an increase of 10.85% year-on-year; net profit attributable to shareholders of listed companies of 228 million yuan, an increase of 16.03% year-on-year; and net cash flow from operating activities of 447 million yuan, an increase of 121.96% year-on-year. During the reporting period, the company's main operating conditions are as follows.
The "four carriages" accurately increase the absolute market share of the region. Through refined and efficient self-construction capabilities, we focus on improving the market share of advantageous areas; at the same time, with the rich experience of inter-provincial mergers and acquisitions and integration, acquire high-quality targets at reasonable prices, and then seize the market; through unified management and empowerment to ensure the operation quality of franchise stores, aim at the county township market to absorb single pharmacies and small and medium-sized chain pharmacies; through management consulting and supply chain integration, to create a "county-led full-custody expert" with alliance development. Through the hierarchical development model, the company accurately increases the market share at all levels. As of the end of the reporting period, the company had added 793 new stores nationwide, including 582 directly operated stores and 211 franchised stores, bringing the total number of stores to 7,268. Among the company's directly operated stores, medical insurance stores accounted for 89.96%, hospital-side stores accounted for 11.05%, DTP pharmacies 145, and 399 special outpatient clinics, which took the lead in undertaking the outflow of prescription drugs.
The "New Countryside" strategy continues to advance. The company's franchise section has the characteristics of light assets, rapid expansion, high return on net assets, strong anti-risk ability, and strong stickiness with the local market. In the first quarter of 2021, it achieved distribution revenue of 273 million yuan, an increase of 32% year-on-year, covering a pharmaceutical retail market share of more than 460 million yuan. During the reporting period, another provincial company was added to the franchise development map - Shanxi Company. Taking the promotion of rural revitalization as the starting point and the innovative franchise model, in the first quarter of 2021, the company held the "318 Online Live Broadcast Merchants Association", and signed 485 online contracts. The company comprehensively grasps the quality management of franchises and provides franchisees with more professional and better products and service platforms. In 2021, the company will vigorously promote the close alliance, provide the whole industry chain empowerment for small and medium-sized chain pharmacies, strengthen the stickiness of cooperation, and extend the sales network in multiple directions.
Create a new retail service that integrates online and offline. The company actively promotes new retail capacity building, strengthens online retail and private domain traffic operation capabilities, and actively promotes new retail services. During the reporting period, the sales of new retail online business increased by 144% year-on-year to 123 million yuan, of which the 020 home business as a whole increased by 126% year-on-year, and the B2C business increased by 248% year-on-year. The company has an overall membership of 54.09 million and an active membership of 17.844 million. The company establishes a membership service system by enabling the enterprise WeChat service account, and uses the service account + mini program to link a number of new service capabilities, such as online drug search, search nearby stores, 24-hour pharmacies, scarce drug purchasing, medication consultation, doctor consultation, health live broadcast and other services, to provide customers with more health services for drug purchase. As of the end of the reporting period, the number of users followed by the company's WeChat service account exceeded 9.44 million, of which 7.68 million were registered members.
Continue to promote chronic disease management coverage and service levels. As of the end of the reporting period, the company has laid out self-test equipment for chronic diseases in 4,526 stores, trained 4,422 chronic disease management experts, and directly operated stores with a pharmacist allocation rate of 1.1 people per store, which can provide customers with professional and sophisticated services. The company provides medication guidance, health self-testing and other services for corresponding patients through 7 care days to escort the health of customers for a long time. In the first quarter of 2021, the company's chronic disease services were archived for 873,000 people, 2.154 million self-tests, and 828 online and offline education sessions.
Develop private brands to create a competitive advantage in goods. In the first quarter, the company listed 71 new products of its own brand, and the total number of private brand products reached 516. In the first quarter, the total sales of private label products reached 413 million yuan, an increase of 119% year-on-year, and gross profit increased by 122% year-on-year. The company uses innovative marketing thinking, based on customer needs, new product design, while forming its own commodity competitive advantage, and strive to promote its own brand products to a broader market.
Create a commercial insurance ecosystem based on customer needs. With the country's increasing attention to the role of commercial insurance in the medical field, the people's pharmacies are also actively seeking innovation and change, constantly exploring, and creating an ecosystem of "medicine + insurance + health management" in the pharmacy scene, providing customers with full-cycle risk protection and health management solutions to meet the needs of customers in all aspects. During the reporting period, the company's commercial insurance sales were 55.623 million yuan, an increase of 97.2% year-on-year, gross profit increased by 110.1% year-on-year, an increase of 2.2% year-on-year, and the number of visitors increased by 128% year-on-year.
(1) The main business is sub-industry
(2) The main business is divided into products
(3) The sub-regional situation of the main business
Note: Central China region includes: Hunan Province, Hubei Province, Jiangxi Province, Henan Province;
South China includes: Guangdong Province, Guangxi Province;
North China includes: Beijing, Tianjin, Hebei, Inner Mongolia Autonomous Region, Shanxi Province;
East China includes: Zhejiang Province, Shanghai Municipality, Anhui Province, Jiangsu Province, Shandong Province, Fujian Province;
The northwest region includes: Shaanxi Province, Gansu Province, Ningxia Hui Autonomous Region, Sichuan Province, Guizhou Province.
(4) Market layout
1. As of the end of the reporting period, the company had 7,268 stores, including 5,439 directly operated stores and 1,829 franchised stores. During the reporting period, 582 new directly operated stores and 211 franchised stores were added, and 58 stores were closed due to the company's development planning and strategic adjustment of operations. The overall distribution of directly operated stores during the reporting period is as follows:
Unit: Home
2. The operating efficiency of the company's directly operated stores is as follows:
3.3 Unfulfilled commitments that have not been fulfilled during the reporting period
3.4 Warning and explanation of the reasons for forecasting that the cumulative net profit from the beginning of the year to the end of the next reporting period may be a loss or a material change compared to the same period of the previous year
Stock code: 603883 Securities abbreviation: people Announcement number: 2021-047
Regarding the closing of the fundraising project and the savings of the fundraising
Announcement of permanent replenishment of liquidity by funds
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
Important Content Tips:
● The investment projects of the raised funds in this project: the construction project of the people's medicine and health industrial park and the construction project of the people's big health wisdom service platform.
● Permanent replenishment of working capital by the savings raised: The company intends to permanently replenish the working capital with the surplus raised funds of 51,700 yuan after the completion of the construction project of the People's Medicine and Health Industrial Park and the surplus raised funds of 17.8554 million yuan after the completion of the construction project of the People's Great Health Wisdom Service Platform (as of April 22, 2021, the actual amount is finally subject to the balance of the project special account funds on the day after the board of directors deliberates and approves).
● The company's public offering of convertible corporate bonds has been completed.
● Deliberation procedure to be performed: The third meeting of the fourth board of directors and the third meeting of the fourth board of supervisors have been deliberated and approved on April 27, 2021, and the matter does not need to be submitted to the company's general meeting of shareholders for consideration.
On April 27, 2021, Lao people's Big Pharmacy Chain Co., Ltd. (hereinafter referred to as "the Company") held the third meeting of the fourth board of directors and the third meeting of the fourth session of the board of supervisors, deliberated and passed the "Proposal on the Conclusion of the Company's Raised Capital Investment Project and Permanently Supplementing the Liquidity with the Surplus Raised Funds", and agreed to the Company's public issuance of convertible corporate bonds to raise investment projects "People's Medicine and Health Industrial Park Construction Project" and "People's Great Health Smart Service Platform Construction Project" The project will be closed and the project savings will raise 17.9071 million yuan (the amount as of April 22, 2021, the actual amount is finally subject to the balance of the project special account on the day of carry-forward) to permanently replenish the working capital. This matter does not need to be submitted to the General Meeting of Shareholders for consideration. The specifics are as follows:
First, the basic situation of fundraising and fundraising projects
(1) The basic situation of the funds raised
Pursuant to the China Securities Regulatory Commission's Issuance of Convertible Corporate Bonds by Way of Public Offering of Convertible Corporate Bonds by the China Securities Regulatory Commission on 27 December 2018 ,2018 ,2018 ,2018 ,270,000 A-share convertible corporate bonds issued by way of public offering to the public in March 2019 , each with a par value of RMB100 and a total proceeds of RMB327,000,000. After deducting the offering expenses of RMB11,732,000, the actual net proceeds raised were RMB315,268,000. The above funds were in place on April 4, 2019, and have been verified by China Auditing & China Certified Public Accountants (Special General Partnership) and issued a capital verification report no. [2019] 0037. The company has made a special account storage for the raised funds.
The investment projects raised are as follows:
Unit: 10,000 yuan
(2) The use and savings of the raised funds
In order to standardize the management and use of the raised funds, the company has formulated the "Measures for the Management of the Raised Funds of the People's Big Pharmacy Chain Co., Ltd." according to the actual situation. According to this system, the company implements special account storage for the raised funds. As of April 22, 2021, the company's fundraising projects "People's Medicine and Health Industrial Park Construction Project" and "People's Great Health Intelligent Service Platform Construction Project" have been completed and reached the expected state of use, and the use and savings of the raised funds are as follows:
Unit: RMB 10,000
Note 1: The amount of savings raised from the "Construction Project of the People's Medicine and Health Industrial Park" is the interest income of the bank.
Note 2: The cumulative investment amount of the "People's Great Health Smart Service Platform Construction Project" includes the outstanding balance of 784,700 yuan.
Note 3: The amount of savings raised by the "People's Great Health Wisdom Service Platform Construction Project" includes interest income of 82,900 yuan after deducting handling fees, and the specific amount is subject to the balance of funds in the special account at the time of actual carry-forward.
Second, the main reasons for the savings of the raised funds
In the process of project implementation, the company strictly follows the relevant provisions on the use of raised funds, starts from the actual situation of the project, and follows the principle of prudence and economy under the premise of ensuring the quality of the project, further strengthens the cost control, supervision and management of the project, and reduces the total expenditure of the project.
3. Plans for the use of surplus raised funds
In order to better play the effectiveness of the raised funds and improve the efficiency of the use of funds, the company plans to complete the fundraising projects "People's Medicine and Health Industrial Park Construction Project" and "People's Great Health Wisdom Service Platform Construction Project", and permanently supplement the working capital with the surplus raised funds of 17.9071 million yuan for the company's daily operation and business development.
After the board of directors of the company deliberates and approves the above matters, it will handle the matters related to the permanent replenishment of liquidity with the funds raised from the project, and after all the funds raised from the project are transferred out, the cancellation procedures for the special account for the project raised funds will be handled. After the cancellation of the special account for raising funds for the project, the supervision agreement on the funds raised signed by the company with the sponsoring institution and the bank with which the account is opened will be terminated.
Fourth, the impact of the surplus funds on the company to permanently supplement the liquidity
The company will raise funds from the investment project to permanently supplement the working capital, which is conducive to improving the efficiency of the use of funds, and meeting the company's daily business needs for liquidity, reducing the company's financial costs, improving the company's profitability, promoting the company's subsequent business operations and strategic development, in line with the interests of the company and all shareholders, there is no disguised change in the direction of the raised funds, and does not violate the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the supervision of the funds raised by listed companies.
5. The opinions of the independent directors, the board of supervisors and the sponsoring institutions on the conclusion of the single fundraising project and the permanent replenishment of the working capital with the surplus raised funds
(1) Opinions of independent directors
The company will complete the fundraising projects "People's Medicine and Health Industrial Park Construction Project" and "People's Great Health Wisdom Service Platform Construction Project" and permanently supplement the working capital with the surplus raised funds, which is conducive to improving the company's cash flow situation, effectively reducing financial expenses, improving the efficiency of the use of raised funds, not affecting the normal progress of the raised funds investment projects, and there is no disguised change in the investment direction of the raised funds. The deliberation of the matter is in accordance with the relevant laws and regulations and deliberation procedures, and will not harm the legitimate rights and interests of all shareholders and investors of the company, and we unanimously agree to the company's arrangement for the use of the surplus raised funds to permanently supplement the liquidity.
(2) Opinions of the Board of Supervisors
The Board of Supervisors believes that the company will permanently supplement the working capital with the surplus funds raised from the investment projects "People's Medicine and Health Industrial Park Construction Project" and "People's Great Health Wisdom Service Platform Construction Project", which is conducive to improving the efficiency of the use of the raised funds, improving the company's cash flow situation, effectively reducing financial expenses, and will not have a significant impact on the company's normal production and operation, which is in line with the interests of the company and all shareholders. The deliberation procedure of this matter complies with the provisions of relevant laws and regulations such as the Csrc's Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, the Measures for the Administration of Funds Raised by Listed Companies (Revised in 2013) of the Shanghai Stock Exchange, and the Measures for the Management of Funds Raised by companies, and there is no change or disguised change in the direction of funds raised and damage to the interests of shareholders. Agreed that the Company would close the fundraising project and permanently replenish the working capital with the remaining funds raised of RMB17.9071 million.
(3) Opinions of the sponsoring institution
The sponsor, Goldman Sachs Gaohua, believes that the company's public issuance of convertible corporate bonds to raise investment funds for investment projects and the matter of permanently supplementing the working capital with the surplus raised funds have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed independent opinions on this. This matter complies with the requirements of the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, and the Measures for the Administration of Funds Raised by Listed Companies on the Shanghai Stock Exchange.
6. Documents for reference
1. Resolution of the third meeting of the fourth board of directors;
2. Resolution of the third meeting of the fourth board of supervisors;
3. Independent directors' independent opinions on matters related to the third meeting of the fourth board of directors
4. Verification opinion of Goldman Sachs Gaohua Securities Co., Ltd. on the completion of the company's fund-raising investment project and the permanent supplementary liquidity of the surplus raised funds.
This is hereby announced.
The board of directors of the People's Big Pharmacy Chain Co., Ltd
Stock code: 603883 Securities abbreviation: people Announcement number: 2021-049
People's Big Pharmacy Chain Co., Ltd
Announcement on the profit distribution plan for 2020
Important Content Tips:
● Distribution ratio per share: A share pays a cash dividend of 0.35 yuan (including tax) per share.
● This profit distribution is based on the total share capital on the record date of the implementation of the equity distribution, and the specific date will be specified in the announcement of the implementation of the equity distribution.
● If there is a change in the total share capital of the company before the record date of the implementation of the equity distribution, it is proposed to maintain the distribution ratio per share unchanged, adjust the distribution and the total amount of the transfer accordingly, and the specific adjustment will be announced separately.
● The profit distribution plan needs to be submitted to the company's general meeting of shareholders for deliberation and approval before it can be implemented.
First, the content of the profit distribution plan
In accordance with the Company Law of the People's Republic of China and other relevant laws and regulations and the Articles of Association of the Company, according to the audit report issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership), the company achieved a consolidated net profit attributable to the shareholders of the parent company of 621,090,283 yuan in 2020, and according to the provisions of the Articles of Association, the company intends to withdraw the statutory surplus provident fund of 37,551,692 yuan, and as of the end of the reporting period, the total statutory surplus provident fund withdrawn by the company is 180. $895,459, representing 44% of the total share capital of the Company. The Company's cumulative profits available for distribution to shareholders amounted to $2,138,257,277.
The Company intends to distribute a cash dividend of RMB3.5 (including tax) to all shareholders for every 10 shares on the basis of the share capital on the date of implementation of the 2020 profit distribution plan, and as of March 31, 2021, the total share capital of the Company is 408,732,093 shares, calculating the total proposed cash dividend of RMB143,056,232.55 (including tax), and the remaining undistributed profit will be rolled over to the following year. The total amount of cash dividends to be distributed this time represents 23.03% of the net profit attributable to shareholders of the parent company realized in the current year.
From the date of the announcement of this plan to the date of the implementation of the equity distribution record date, if the company's total share capital changes due to the cancellation of the equity incentive restricted stock repurchase, it is proposed to maintain the proportion of distribution (conversion) per share unchanged and adjust the total amount of distribution accordingly. If the total share capital changes subsequently, the specific adjustment will be announced separately.
The proposal has yet to be submitted to the Company's General Meeting of Shareholders for consideration.
2. Explanation of the cash dividend ratio for the current year is less than 30%.
During the Reporting Period, the Company achieved a net profit attributable to the shareholders of the parent company of RMB621,090,283 in 2020, and the Company's cumulative profit available for distribution to shareholders was RMB2,138,257,277. The total amount of cash dividends to be distributed this time accounts for less than 30% of the net profit attributable to the shareholders of the listed company in the current year, and the specific reasons are explained as follows:
(1) The situation and characteristics of the industry in which the listed company is located
The company's main business is pharmaceutical retail. With the rapid growth of demand in the pharmaceutical retail industry and the promotion of favorable policies in the industry, the scale of the pharmaceutical retail market has continued to expand, and the share of the pharmaceutical retail industry in China's pharmaceutical market has increased year by year. In addition, the pattern of the pharmaceutical retail industry has developed into a pattern dominated by national chain retail pharmacies and the rise of regional retail chain pharmacies. The competition between enterprises has gradually changed from price competition to diversified, professional and differentiated competition. In recent years, the concentration of China's pharmaceutical retail market continues to increase, chain pharmacy stores continue to increase, but the overall competitive landscape is still relatively scattered, the chain rate and concentration have a large room for growth, the pharmaceutical retail market is in a period of rapid increase in concentration, the competitive advantage of leading enterprises in the industry will be further highlighted, facing good opportunities for integration and expansion.
(2) The development stage and its own business model of the listed company
The company is one of the leading pharmaceutical retail chain enterprises in China, the company mainly through the construction of marketing network engaged in the sale of drugs and other health-related goods, business categories including Chinese and Western proprietary medicines, Chinese medicine tablets, health Chinese medicine, health equipment, health food, ordinary food, personal care products and daily necessities. In addition to drug retail, the company also engaged in drug wholesale and manufacturing (mainly for proprietary Chinese medicines and Traditional Chinese medicine tablets manufacturing), in the commitment to the traditional management model at the same time, the company with the times, continuous innovation and development, in recent years vigorously develop pharmacy franchise, alliance, Chinese medicine hall chain and other formats, actively explore new retail business, and constantly for the company's future development to find new momentum. The company's main profit comes from the invoicing spread.
(3) The profitability and capital requirements of listed companies
In 2020, the Company achieved operating income of RMB13,966.7 million, an increase of 19.75% year-on-year, net profit attributable to shareholders of the parent company of RMB621.09 million, an increase of 22.09% year-on-year, and net cash flow from operating activities of RMB1,447.48 million, an increase of 40.19% year-on-year.
The company is currently in a stage of rapid development, through the "self-built + mergers and acquisitions + franchise + alliance" and other ways to actively expand the market and operating network. In order to seize the opportunity of rapid development of the industry, effectively promote the smooth realization of the company's strategic goals, ensure the company's long-term sustainable development, enhance the company's ability to give investors long-term and sustained returns, combined with the company's own development of the greater demand for funds, the company needs to invest part of the retained earnings to meet the company's development needs to maximize shareholder value.
(4) The reasons for the low level of cash dividends of the company
The company attaches great importance to shareholder returns, and the cash dividends over the years have strictly implemented the dividend provisions of the "Guidelines for Cash Dividends of Listed Companies on the Shanghai Stock Exchange" and the "Articles of Association of the Company", and determined the specific dividend proportion after combining the actual situation of the company. Considering the characteristics of the industry and the needs of the business strategy, it is expected that the capital expenditure of the future market expansion will be large, and the company needs retained earnings to ensure the sustainable development of the future, the ability to resist risks and the future dividend interests of all shareholders. Do a good job in balancing shareholder returns and the company's sustainable development to ensure the long-term interests of shareholders and the company's future development plan.
(5) The exact purpose of the company's retained undistributed profits and the expected earnings
The company's retained undistributed profits will be used for the expansion of the company's store area, including the capital expenditure of the company's daily operating business development, such as self-built new stores and acquisitions, store transformation, product optimization, and upgrading of digital management systems. The use of this part of the funds will help to ensure the normal development of the company's operating business, expand the market and operating network, enhance market share and profitability, and ensure the stability of the company's operating cash flow, which is conducive to the company's long-term sustainable development.
In summary, the company's current self and its industry are in a stage of rapid development, and will face greater capital expenditure needs in 2021, and the company needs to retain sufficient earnings for liquidity turnover and future development. The company's 2020 annual profit distribution plan is based on the actual operating conditions and the 2021 business plan, which is conducive to the company's sustainable profitability and is in line with the long-term interests of all shareholders of the company.
Third, the decision-making procedures performed by the company
(1) The convening, deliberation and voting of the board of directors meeting
The Company held the third meeting of the fourth session of the Board of Directors on April 27, 2021, at which the resolution on the Company's 2020 Annual Profit Distribution Plan was deliberated and passed by 9 votes in favor, 0 votes against and 0 abstentions, and agreed to submit the 2020 Annual Profit Distribution Plan to the Company's General Meeting of Shareholders for consideration.
(2) Opinions of independent directors
The company's 2020 annual profit distribution plan fully considers the cash return needs of shareholders and the capital needs of the company's current operation and development, which is in line with the interests of the company and all shareholders, and there is no harm to the interests of small and medium-sized investors. Agreed to the company's 2020 profit distribution plan.
(3) Opinions of the Board of Supervisors
The company held the third meeting of the fourth session of the board of supervisors on April 27, 2021, the meeting deliberated and passed the "proposal on the company's 2020 annual profit distribution plan", the board of supervisors believes that the company's profit distribution plan complies with the relevant provisions of the Company Law and the Articles of Association of the company, the decision-making process is legal and compliant, in line with the company's strategic planning, is conducive to the establishment of a stable investment return mechanism, there is no harm to the interests of the company and shareholders, especially small and medium-sized investors, which is reasonable and feasible.
4. Relevant risk tips
(1) This profit distribution does not have a substantial impact on the net asset rights and interests enjoyed by the company's shareholders and their shareholding ratio, so investors are requested to make rational judgments and pay attention to relevant investment risks.
(2) The profit distribution plan shall be implemented only after being deliberated and approved by the company's general meeting of shareholders.
Stock code: 603883 Securities abbreviation: people Announcement number: 2021-035
Announcement on the Reappointment of Auditors
● Name of the accounting firm to be hired: PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership)
1. Basic information of the accounting firm to be hired
(1) Institutional information
1. Basic information
PwC Zhongtian Certified Public Accountants (Special General Partnership) (hereinafter referred to as "PwC Zhongtian") was formerly known as PwC Zhongtian Certified Public Accountants (PRWC) established on 28 March 1993; was renamed PricewaterhouseCoopers Zhongtian Certified Public Accountants Limited in June 2000 with approval; and was converted into PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) on 18 January 2013 with the approval of the Ministry of Finance's Accounting Letter [2012] No. 52 on 24 December 2012. The registered address is Room 01, Unit 507, DBS Bank Tower, No. 1318 Lujiazui Ring Road, China (Shanghai) Pilot Free Trade Zone.
PwC Zhongtian is a member of the PwC International Network, with a certificate of practice as an accounting firm, a qualification to engage in the audit business of H-share enterprises, and an accounting firm with securities and futures related business qualifications approved by the Ministry of Finance and the Securities Regulatory Commission. In addition, PwC Zhongtian is also registered with the US PCAOB (Public Company Accounting Oversight Board) and THE UK FRC (Financial Reporting Authority of the United Kingdom) to engage in related audit business. PwC Zhongtian has rich experience in securities business and good professional service capabilities.
PwC's Senior Partner is Dan Li. As of December 31, 2020, PwC had 229 partners and 1,359 certified public accountants, of which 327 had signed audit reports on securities services since 2013.
PwC's audited revenue for the most recent fiscal year (FY2019) totalled RMB5,646 million, audit revenue of RMB5,435 million and securities business revenue of RMB2,950 million.
PwC Zhongtian's 2019 A-share listed company financial statement audit clients numbered 89, the total audit fee of A-share listed companies was RMB569 million, the main industries include manufacturing, finance, transportation, warehousing and postal industry, real estate and wholesale and retail industry, etc., and a total of 8 audit clients of A-share listed companies in the same industry (wholesale and retail industry).
2. Investor protection ability
In terms of investor protection capabilities, PwC Zhongtian has applied for occupational insurance in accordance with relevant laws and regulations, and the cumulative compensation limit of occupational insurance and the sum of occupational risk funds exceed RMB200 million, and the provision for occupational risk funds or the purchase of occupational insurance comply with relevant regulations. In the past three years, PwC Zhongtian has not borne civil liability in relevant civil lawsuits due to its practice.
3. Integrity record
In the past three years, PwC Zhongtian and its practitioners have not been subject to criminal penalties, administrative penalties, self-regulatory measures or disciplinary sanctions by self-regulatory organizations such as stock exchanges and industry associations, and PwC Zhongtian has not been subject to administrative supervision measures by the CSRC and its dispatch agencies for their professional conduct. In 2019, four junior employees of PwC Zhongtian received a warning letter from the Shanghai Securities Regulatory Bureau against their individuals due to their personal investment behavior, which did not affect the effectiveness of PwC's Quality Control System or the quality of practice involving audit projects, and all four of them subsequently left PwC Zhongtian. In accordance with the relevant laws and regulations, the above-mentioned administrative regulatory measures will not affect PwC Zhongtian's continued undertaking or execution of securities service business and other businesses.
(2) Project member information
Project Partner and Signing Certified Public Accountant: Mr. Chen Jianxiang, a practicing member of the Institute of Certified Public Accountants, has become a certified public accountant since 2002, has been engaged in the audit of listed companies since 2000, has provided audit services for your company since 2018, has been practicing in our firm since 2000, and has signed or reviewed the audit reports of 4 listed companies in the past 3 years.
Project Quality Control Reviewer: Mr. Pang Ho Yin, a senior member of the Hong Kong Institute of Certified Public Accountants, has been a member of the Hong Kong Institute of Certified Public Accountants since 1998, has been engaged in the audit of listed companies since 1997, has provided audit services for your company since 2017, has been practicing in our firm since 2006, and has signed or reviewed audit reports of 14 listed companies in the past three years.
Ms. Shen Jing, a practicing member of the Institute of Certified Public Accountants, has been a certified public accountant since 2016, engaged in audit of listed companies since 2013, provided audit services to your company since 2018, and began practicing in our firm since 2013.
2. Integrity record
In connection with PwC Zhongtian's renewal as the company's 2021 annual audit institution, Mr. Chen Jianxiang, project partner and signatory certified public accountant, Mr. Peng Haoxian, quality review partner, and Ms. Shen Jing, the certified public accountant to be signed, have not received any criminal penalties or administrative penalties in the past three years, have not been subjected to administrative supervision and management measures by securities regulatory agencies for their professional conduct, and have not been subject to self-regulatory measures or disciplinary sanctions by self-regulatory organizations such as stock exchanges and industry associations for their professional behavior.
3, Independence
In connection with PwC's reappointment as the Company's auditor for 2021, PwC Zhongtian, Project Partner and Signatory Certified Public Accountant Mr. Chen Jianxiang, Quality Review Partner Mr. Peng Haoxian and Signatory Certified Public Accountant Ms. Shen Jing did not have circumstances that could affect independence.
(3) Audit fees
PwC's audit services fees are determined by the parties through consultation in accordance with the audit workload and the principles of fairness and reasonableness. The Company's audit fee paid to PwC Zhongtian for the 2020 annual financial statement audit project is RMB2.3 million (including the internal control audit fee of RMB600,000), and the Company's Board of Directors proposes to the General Meeting of Shareholders to authorize the Company's management to determine the 2021 annual audit fee in consultation with PwC Zhongtian in accordance with the specific audit requirements and audit scope for 2021, and the audit fee for the financial report in 2021 will remain determined on the basis of workload and fairness and reasonableness.
3. Procedures for the proposed renewal of the accounting firm
(1) Opinions of the Audit Committee of the Board of Directors
The first meeting of the Audit Committee of the Fourth Board of Directors of the Company deliberated and passed the "Proposal on the Renewal of the Company's 2021 Annual Audit Institution", believing that PwC Zhongtian abides by the principles of independence, objectivity and impartiality, that the accountants who perform the audit business have the necessary professional ability and qualification certificate to implement the audit business, and that in the 2020 annual audit work, they will communicate with the Audit Committee and independent directors of the Board of Directors in a timely manner to ensure that the financial reports are independent, objective and accurate, and agree to submit the proposal to the Board of Directors for consideration.
The independent directors of the Company have made prior approval of the Company's renewal of the 2021 annual auditor and issued the following independent opinions on the above matters:
PwC Zhongtian has securities and futures related business audit qualifications, with many years of experience and ability to provide audit services for listed companies, and can meet the requirements of the company's audit work. The matter of renewing PwC as the company's 2021 annual financial auditor and internal control auditor was submitted to the company's board of directors for deliberation after being deliberated and approved by the audit committee of the board of directors, and the deliberation procedure complied with the relevant laws and regulations and the relevant provisions of the Articles of Association, agreed to the above proposal, and agreed to submit it to the company's 2020 annual general meeting of shareholders for consideration.
(3) Deliberation and voting of the board of directors.
The third meeting of the fourth board of directors of the company passed the "Proposal on the Company's Renewal of the 2021 Annual Auditor" with 9 votes in favor, 0 votes against and 0 abstentions, and agreed to continue to hire PwC Zhongtian as the company's 2021 annual auditor.
(4) Effective date
The renewal of the audit institution is still subject to the company's general meeting of shareholders for consideration, and shall take effect from the date of deliberation and approval of the company's general meeting of shareholders.
4. Documents for reference
1. Resolution of the third meeting of the fourth board of directors of the company;
2. Prior approval opinions and independent opinions of independent directors;
3. Resolution of the first meeting of the audit committee of the fourth board of directors of the company;
Stock code: 603883 Securities abbreviation: people Announcement number: 2021-041
Announcement on the repurchase and cancellation of certain restricted shares
On April 27, 2021, the third meeting of the fourth board of directors and the third meeting of the fourth board of supervisors of The People's Great Pharmacy Chain Co., Ltd. (hereinafter referred to as the "Company") deliberated and passed the "Proposal on Repurchasing and Canceling Some Restricted Shares". In accordance with the provisions of the Company's "Chapter 13 Handling of Changes between the Company and the Incentive Recipients" and "Changes in the Personal Circumstances of the Incentive Recipients" of the Company's 2019 Restricted Stock Incentive Plan, in view of the fact that 13 of the original restricted stock incentive recipients, including Zhang Lin'an, Zhou Zhenghui and Yao Minggang, have resigned due to personal reasons and have not met the provisions of the Company's incentive plans, the Company will cancel the qualifications of the above incentive objects and repurchase and cancel some of the restricted shares that they have been granted but have not yet lifted the restrictions, totaling 58,432 shares. The relevant matters are hereby announced as follows:
I. The approval procedures and implementation of the company's 2019 restricted stock incentive plan
1. On March 11, 2019, the company held the fifteenth meeting of the third board of directors and the sixth meeting of the third board of supervisors, deliberated and passed the "proposal on the < of the people's big pharmacy chain co., LTD. 2019 restricted stock incentive plan (draft) > and its summary" and related matters, and the independent directors of the company issued an independent opinion on this, believing that the incentive plan is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. Mr. Huang Weide, an independent director of the Company, solicited voting rights from all shareholders on the proposals related to the incentive plan submitted to the general meeting of shareholders for consideration. Beijing Jingtian Gongcheng Law Firm issued the "Legal Opinion on the People's Big Pharmacy Chain Shares Limited Public Restricted Stock Incentive Plan". Dongxing Securities Co., Ltd. issued the "Independent Financial Adviser Report on the 2019 Restricted Stock Incentive Plan (Draft) of The People's Big Pharmacy Chain Co., Ltd."
2. The company has publicized the names and positions of the list of incentive recipients granted within the company, and the publicity period is from March 12, 2019 to March 21, 2019. During the publicity period, the company did not receive any objections to the proposed incentive recipients. The Supervisory Board verified the list of incentive recipients of the incentive plan and disclosed the "Explanation of the Supervisory Board of the People's Great Pharmacy Chain Co., Ltd. on the Announcement of the List of Incentive Recipients of the Company's 2019 Restricted Stock Incentive Plan" on March 22, 2019.
3. On March 27, 2019, the Company held the second extraordinary general meeting of shareholders in 2019, and deliberated and passed the "Proposal on the < people's big pharmacy chain co., LTD. 2019 restricted stock incentive plan (draft) > and its summary", "the proposal on the < people's big pharmacy chain co., Ltd. 2019 restricted stock incentive plan implementation assessment and management measures>" and "". The proposal on requesting the General Meeting of Shareholders to authorize the Board of Directors to handle matters related to the Company's 2019 Restricted Stock Incentive Plan was submitted, and the "Self-Inspection Report on insider information on the Insider Information of the 2019 Restricted Stock Incentive Plan of The People's Great Pharmacy Chain Co., Ltd." was disclosed.
4. On March 28, 2019, the Company held the eighteenth meeting of the third board of directors and the eighth meeting of the third board of supervisors, and deliberated and passed the "Proposal on Adjusting the List and Number of Incentive Recipients for the First Grant of Rights and Interests in the 2019 Restricted Stock Incentive Plan of The People's Big Pharmacy Chain Co., Ltd." and "The Proposal on the First Grant of Restricted Shares to the Incentive Recipients of the 2019 Restricted Stock Incentive Plan of the People's Great Pharmacy Chain Co., Ltd." The independent directors of the Company expressed an independent opinion on the matters related to the first grant of restricted shares in the incentive plan, and the Supervisory Board issued a verification opinion on this. Beijing Jingtian & Gongcheng Law Firm issued the Legal Opinion on the Adjustments and Grants of the 2019 Restricted Stock Incentive Plan of The People's Great Pharmacy Chain Co., Ltd. Dongxing Securities Co., Ltd. issued the Independent Financial Adviser Report on the First Grant of Restricted Shares in the 2019 Restricted Stock Incentive Plan of The People's Great Pharmacy Chain Co., Ltd. on the adjustment and grant of rights and interests in the incentive plan.
5. On September 30, 2019, the 22nd meeting of the 3rd Board of Directors and the 11th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Granting Reserved Part of the Rights and Interests to the Company's 2019 Restricted Stock Incentive Recipients", and the independent directors of the Company issued independent opinions on relevant matters, and the Supervisory Board issued verification opinions on this.
6. On December 30, 2019, the 24th meeting of the 3rd Board of Directors and the 13th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Repurchasing and Canceling Some Restricted Shares", and repurchased and cancelled a total of 127,474 restricted shares that have been granted but have not yet been lifted and the incentive plan has not been granted. Repurchase write-offs completed on March 26, 2020.
7. The 27th meeting of the third session of the Board of Directors held on April 27, 2020 deliberated and passed the "Proposal on the Unlocking of the First Phase of Restricted Shares Granted by the Company's 2019 Restricted Stock Incentive Plan and the Listing of Shares", and agreed that the number of unlocked shares of the first phase of restricted shares granted for the first time in the Company's 2019 Restricted Stock Incentive Plan was 595,086 shares. On May 8, 2020, the shares were unlocked and listed.
8. On April 27, 2020, the 27th meeting of the 3rd Board of Directors and the 15th meeting of the 3rd Supervisory Board of the Company deliberated and passed the "Proposal on Repurchasing and Canceling Some Restricted Shares". The repurchase cancelled a total of 48,941 restricted shares of the restricted shares that it had granted but had not yet been released. Repurchase write-offs were completed on August 12, 2020.
9. The 33rd meeting of the Third Board of Directors held on November 13, 2020 deliberated and passed the "Proposal on the Unlocking of the First Phase of Restricted Shares Reserved for Granting in the Company's 2019 Restricted Stock Incentive Plan and the Listing of Shares", and agreed that the number of unlocked shares in the first phase of the Restricted Shares reserved for granting in the Company's 2019 Restricted Stock Incentive Plan was 61,045 shares. On November 23, 2020, the shares were unlocked and listed.
2. The basis, price and quantity of restricted shares cancelled by this repurchase
1. Basis for repurchase cancellation
In accordance with the provisions of the Company's "Chapter 13 Handling of Changes in the Company and the Incentive Recipients" of the Company's 2019 Restricted Stock Incentive Plan and the "Changes in the Personal Circumstances of the Incentive Recipients", in view of the fact that 13 of the original restricted stock incentive recipients, including Zhang Lin'an, Zhou Zhenghui and Yao Minggang, have resigned due to personal reasons and have not met the provisions of the Company's incentive plans, the Company has decided to cancel the qualifications of the above incentive objects and repurchase and cancel some of the restricted shares that have been granted but have not yet been released from the restrictions, totaling 58,432 shares.
2. The quantity and price of repurchase
According to the "Chapter 14 Restricted Stock Repurchase Cancellation Principles" of the Company's 2019 Restricted Stock Incentive Plan, "After the restricted shares granted to the incentive recipients have completed the share registration, if the company converts the capital reserve into increased share capital, distributes stock dividends, shares are split, allotment or share reduction, the company shall make corresponding adjustments to the repurchase price of the restricted shares that have not yet been unlocked". On July 22, 2019, the Company completed the 2018 annual profit distribution and distributed a cash dividend of RMB0.5 (including tax) to all shareholders per share. On August 21, 2020, the company completed the 2019 annual profit distribution, distributed a cash dividend of RMB0.42 (including tax) to all shareholders per share, and increased the number of shares by 0.4 shares per share. Therefore, the restricted stock repurchase price of the first grant is 20.59 yuan per share, and the reserved grant of restricted stock repurchase price is 26.64 yuan per share.
The specific repurchase situation is as follows:
The Company intends to use its own funds to repurchase a total of 58,432 shares of the above restricted shares, and the total amount of the expected repurchase is $1,218,748.08.
3. Changes in the company's share capital structure after the completion of the cancellation of the restricted stock repurchase
Upon completion of the cancellation of the Restricted Stock Repurchase, the total share capital of the Company will be changed from 408,732,093 shares to 408,673,661 shares, and the share capital structure will be changed as follows:
The above changes in the share capital structure shall be subject to the share capital structure table issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the completion of the repurchase cancellation.
Fourth, the impact of the repurchase cancellation on the company
The repurchase and cancellation of restricted shares will not have a material impact on the Company's financial condition and results of operations, nor will it affect the diligence and diligence of the Company's management team. The company's management team will continue to conscientiously fulfill its job responsibilities and create value for shareholders.
5. Follow-up work arrangements for the repurchase cancellation plan
The board of directors of the company will handle the relevant procedures for the cancellation of the repurchase in accordance with the provisions of the Shanghai Stock Exchange and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and fulfill the information disclosure obligation in a timely manner.
6. Opinions of independent directors
The company's repurchase and cancellation of some restricted shares complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies and the Company's 2019 Restricted Stock Incentive Plan (Draft), which will not have a significant impact on the company's financial situation and operating results, and there is no harm to the interests of the company and shareholders, and the company agrees to repurchase and cancel some restricted shares.
7. Opinions of the Board of Supervisors
After deliberation, the Supervisory Board believes that, according to the provisions of the Company's 2019 Restricted Stock Incentive Plan (Draft), 13 incentive recipients of the Company have not met the incentive conditions due to their resignation, and agreed that the Company will repurchase and cancel a total of 58,432 restricted shares that have been granted but not yet unlocked by such incentive subjects. The repurchase cancellation is in accordance with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies and the Company's 2019 Restricted Stock Incentive Plan (Draft), and there is no harm to the interests of the Company and its shareholders.
8. Lawyers' legal opinions
Lawyers of Beijing Jingtian & Gongcheng Law Firm's opinion: The company has obtained the necessary approvals and authorizations at this stage for the repurchase cancellation; the reason, quantity and price of the company's repurchase are in line with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies and the 2019 Restricted Stock Incentive Plan of The People's Big Pharmacy Chain Co., Ltd.; the company still needs to perform the corresponding statutory procedures for the reduction of the registered capital and the change of the articles of association caused by the repurchase cancellation, and timely fulfill the information disclosure obligations.
9. Filing of documents
2. Independent directors' independent opinions on matters related to the third meeting of the fourth board of directors of the company;
3. Resolution of the third meeting of the fourth board of supervisors;
4. Legal opinion.
April 27, 2020
Stock code: 603883 Securities abbreviation: people Announcement number: 2021-043
Announcement of changes in accounting policies
● This change in accounting policy is a reasonable change in accordance with the requirements of the Ministry of Finance of the People's Republic of China (hereinafter referred to as "the Ministry of Finance") "Accounting Standard for Business Enterprises No. 21 --- Leasing" (Cai Hui [2018] No. 35), and does not involve retrospective adjustments to the Company's previous years, and this accounting policy change has no significant impact on the Company's financial position, operating results and cash flows.
I. Overview of the change in accounting policy
(1) The reasons for the change in accounting policy
April 27, 2021