Securities code: By-Health Co.Ltd(300146) securities abbreviation: By-Health Co.Ltd(300146) Announcement No.: 2022019 By-Health Co.Ltd(300146)
Announcement of resolutions of the 13th meeting of the 5th 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.
1、 Meetings of the board of supervisors
By-Health Co.Ltd(300146) (hereinafter referred to as “the company”) the 13th meeting of the 5th board of supervisors was held on site at 10:30 a.m. on March 4, 2022 in the conference room on the 15th floor, block 1, Tiande Plaza, No. 391395 Linjiang Avenue, Tianhe District, Guangzhou. The notice of the meeting was sent to all supervisors by e-mail on February 21, 2022. There are 3 supervisors who should attend this meeting and 3 supervisors who actually attend. This meeting is convened and presided over by Ms. Wang Wen, chairman of the board of supervisors of the company. The convening and convening of this meeting comply with the relevant provisions of the company law, the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, the rules of procedure of the board of supervisors, etc., and the meeting is legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions were adopted item by item in the way of recovering votes:
1. Deliberated and adopted the financial statement report for 2021
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Reviewed and adopted the financial budget report for 2022
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The full text of the annual report for 2021 and its summary were considered and adopted
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review the full text of the company’s 2021 annual report and its abstract comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
For details, please refer to the full text of the 2021 annual report and the summary of the 2021 annual report published on cninfo.com on the same day.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Reviewed and approved the profit distribution plan for 2021
After review, the board of supervisors believes that the board of directors has formulated the profit distribution plan for 2021 according to the actual situation of the company’s operation and development, taking into account the immediate and long-term interests of shareholders. The company’s profit distribution plan (2022) is in compliance with the provisions of the company’s profit distribution law and the company’s profit distribution plan (2022).
For details, see the announcement on the profit distribution plan for 2021 published on cninfo.com on the same day.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the achievement of exercise conditions in the second exercise period of stock options first granted by the second stock option incentive plan in 2019 was deliberated and adopted
After checking the company’s operating income in 2021, the annual performance appraisal results of the incentive objects to be exercised, and the list of incentive objects to be exercised, the board of supervisors believes that the exercise qualification of the two incentive objects is legal and effective, and meets the exercise conditions of the second exercise period of stock options first granted by the company’s second stock option incentive plan in 2019, The deliberation and decision-making procedure of this exercise is legal and effective, and it is agreed that the company will handle the exercise procedures for 54000 stock options granted by the exercisable incentive object in the second exercise period.
For details, please refer to the announcement on the achievement of the exercise conditions in the second exercise period of the first grant of stock options under the second stock option incentive plan in 2019, the verification opinions of the board of supervisors on the list of exercisable incentive objects in the second exercise period of the first grant of stock options under the second stock option incentive plan in 2019 and relevant documents published on cninfo.com on the same day.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
6. The proposal on canceling some stock options granted in the second stock option incentive plan in 2019 was reviewed and approved
After review, the board of supervisors believes that the cancellation of some stock options complies with relevant laws, regulations and normative documents and the relevant provisions of the company’s 2019 second stock option incentive plan. There is no situation that damages the interests of the company and all shareholders, and will not have a significant adverse impact on the company’s financial status and operating results.
For details, please refer to the announcement on cancellation of some stock options granted under the 2019 second stock option incentive plan published on cninfo.com on the same day and relevant documents.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
7. The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
After review, the board of supervisors held that the management, use and operation procedures of the company’s raised funds strictly followed the provisions of relevant laws, regulations, normative documents and the company’s raised funds management system, the actual use of the raised funds was legal and compliant, and no violations of laws, regulations and acts detrimental to the interests of shareholders were found.
For details, see the special report on the deposit and use of raised funds in 2021 published on cninfo.com on the same day and relevant documents.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Reviewed and adopted the report on self-evaluation of internal control in 2021
After review, the board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented. The company’s 2021 internal control self-evaluation report truly and objectively reflects the construction and operation of the company’s internal control system.
For details, please refer to the 2021 internal control self evaluation report and relevant opinion announcement published on cninfo.com on the same day.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
9. The proposal on using idle raised funds for cash management was deliberated and adopted
After review, the board of supervisors believes that the company’s use of idle raised funds for cash management this time can improve the use efficiency and income of the company’s funds, will not affect the normal development and normal production and operation of the company’s raised investment projects, and there is no harm to the interests of the company and all shareholders. The decision-making and deliberation procedures of this matter are legal and compliant, It is agreed that the company (including subordinate enterprises) can use the idle raised funds of no more than 210 million yuan for cash management and purchase bank financial products. The funds can be used on a rolling basis within the above quota and period, and the investment period is effective within 12 months from the date of deliberation and approval by the board of directors, The investment period of a single financial product purchased by the company with idle raised funds shall not exceed 12 months (inclusive).
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
10. The proposal on using idle self owned funds for entrusted financial management was deliberated and adopted
The board of supervisors believes that the company (including subordinate enterprises) uses idle self owned funds for entrusted financial management in order to improve the use efficiency of idle funds, further improve the overall income and do not affect the use of daily operating funds. It agrees that the company (including subordinate enterprises) uses idle self owned funds of no more than 1 million yuan for entrusted financial management, Within the above quota and period, the funds can be used on a rolling basis, and the investment period is valid within 12 months from the date of deliberation and approval by the board of directors.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
11. The proposal on the appointment of the company’s audit institution in 2022 was deliberated and adopted
The board of supervisors believes that Huaxing Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, has the audit qualification of securities and futures related businesses, and can meet the quality requirements of the company’s audit work in 2022, and agrees to continue to appoint Huaxing certified public accountants as the company’s audit institution in 2022, It is agreed to request the general meeting of shareholders to authorize the management of the company to negotiate with Huaxing firm to determine the audit remuneration. For details, see the announcement on the appointment of the company’s audit institution in 2022 published on cninfo.com on the same day.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The work report of the board of supervisors in 2021 was reviewed and adopted
The specific contents of the company’s 2021 work report of the board of supervisors are detailed in the relevant announcement published on cninfo.com on the same day.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
1. Resolutions of the 13th meeting of the 5th board of supervisors of the company;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
By-Health Co.Ltd(300146) board of supervisors
March 4, 2002
