Securities code: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) securities abbreviation: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) Announcement No.: 2022008 Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Announcement of resolutions of the 9th meeting of the 1st board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as “the company”) held the ninth meeting of the first board of supervisors on February 25, 2022. The notice of this meeting was sent by e-mail on February 14, 2022. The meeting was convened and presided over by Ms. Wang Dandan, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. All supervisors participated in voting on all proposals. The convening and convening of the meeting shall comply with the provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions were unanimously adopted:
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company strictly complied with the requirements of the company law and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other internal rules and regulations, abided by the principle of good faith, and earnestly performed its supervisory duties in order to effectively safeguard the interests of the company and the rights and interests of all shareholders. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(II) deliberated and passed the proposal on the company’s 2021 annual financial statement report
The board of supervisors of the company agreed to the Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 2021 annual final financial statement prepared by the company in accordance with the requirements of relevant laws, regulations and normative documents. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(III) deliberated and passed the proposal on the company’s 2021 annual report and its summary
The annual report and summary of the company for 2021 are prepared and reviewed in accordance with relevant laws and regulations, the articles of association and other internal rules and regulations. The content and format comply with relevant regulations and fairly reflect the financial status and operating results of the company in 2021; The information disclosed in the 2021 annual report is true, accurate and complete without any false records, misleading statements or major omissions. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(IV) deliberated and passed the proposal on the special report on the deposit and use of the company’s raised funds in 2021
After deliberation, the board of supervisors believes that the procedures for the preparation and deliberation of the special report on the deposit and use of raised funds in Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the listed company, without any false records, misleading statements or major omissions.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(V) deliberated and passed the proposal on the company’s internal control evaluation report in 2021
The board of supervisors agreed and approved the Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 2021 annual internal control evaluation report. There were no major defects in the internal control over financial reporting during the reporting period. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and no major defects in the internal control over non-financial reporting have been found.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(VI) deliberated and passed the proposal on the company’s profit distribution plan for 2021
The company’s profit distribution plan for 2021 fully considers the company’s profitability, cash flow and capital demand plan, and combines the current development stage, long-term development plan and shareholders’ reasonable return plan. There is no situation damaging the interests of shareholders, which is conducive to the sustainable and stable development of the company and in line with the provisions of relevant laws, regulations and the articles of association. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(VII) deliberated and passed the proposal on the remuneration scheme of the company’s supervisors
In accordance with the relevant provisions of the articles of association and the actual operation of the company, and with reference to the salary level of the industry and region, and upon the proposal of the board of supervisors of the company, the remuneration plan for supervisors of the company in 2022 is proposed. The internal supervisors of the company receive remuneration according to their positions in the company, and do not receive remuneration for supervisors in the company, The salary of the remaining supervisors who do not work internally is 60000 yuan / year (before tax), and the travel expenses can be reimbursed according to the actual situation of the meeting. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(VIII) deliberated and passed the proposal on applying for comprehensive credit line and related guarantee from banks
The company plans to apply for credit lines from Industrial And Commercial Bank Of China Limited(601398) , Industrial Bank Co.Ltd(601166) , Bank Of Hangzhou Co.Ltd(600926) , Bank Of Ningbo Co.Ltd(002142) , China Merchants Bank Co.Ltd(600036) , China Minsheng Banking Corp.Ltd(600016) , Bank Of Beijing Co.Ltd(601169) , Shanghai Pudong Development Bank Co.Ltd(600000) , overseas Chinese bank and other financial institutions and accept guarantees from related parties to ensure the capital needs of the company’s normal operation, The company’s application for bank credit line and acceptance of related party guarantee do not involve the mortgage of the company’s own assets; The related parties provided guarantee for the company’s credit business without charging any guarantee fee, and the company did not provide counter guarantee to them, which would not have an adverse impact on the company’s production and operation, and would not damage the interests of the company and other shareholders. It is agreed that the company applies to the bank for comprehensive credit line and accepts the guarantee from related parties. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(IX) deliberated and passed the proposal on renewing the employment of the company’s audit institution and internal control audit institution in 2022 and determining their remuneration
Dahua Certified Public Accountants (special general partnership) has good professional ethics and professional ability. In the audit of the company, Dahua Certified Public Accountants (special general partnership) can be diligent and conscientious, objectively and fairly evaluate the company’s financial situation and operating results, and agree that the company will continue to hire Dahua certified public Accountants (special general partnership) as the company’s audit institution in 2022. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation. Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
(x) the proposal on the confirmation of related party transactions in 2021 and the prediction of daily related party transactions in 2022 was deliberated and adopted
It is estimated that the related party transaction is the daily related party transaction of the company, which is based on the normal production and operation needs between the company and related parties, and plays a positive role in consolidating the market, improving the operating capacity and promoting the growth of benefits. On the basis of equality, mutual benefit and mutual consultation, both parties of related party transactions negotiate pricing with reference to the fair market price. There is no situation that damages the interests of the company and shareholders, does not affect the independence of the company, and the company will not rely on related parties due to such related party transactions. The board of supervisors of the company agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting: 3 affirmative votes, 0 negative votes and 0 abstention votes;
It is hereby announced.
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) board of supervisors February 28, 2022
