Work report of the board of supervisors in 2021
In 2021 (hereinafter referred to as the “reporting period”), the board of supervisors of By-Health Co.Ltd(300146) (hereinafter referred to as the “company”) earnestly performed its supervisory duties and actively safeguarded the interests of all shareholders and the company in accordance with the company law, the securities law, the articles of Association and other laws and regulations, as well as the rules of procedure of the board of supervisors.
1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 6 meetings. The convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association and other laws, regulations and normative documents. All supervisors attended each meeting in person and carefully considered all the proposals submitted to the board of supervisors. The details are as follows:
1. The 7th Meeting of the 5th board of supervisors
On March 5, 2021, the seventh meeting of the Fifth Board of supervisors of the company was held by on-site voting, The proposal on the work report of the board of supervisors in 2020, the proposal on the final financial statement report in 2020, the proposal on the financial budget report in 2021, the proposal on the full text of the annual report in 2020 and its summary, and the proposal on the profit distribution plan in 2020 were reviewed and approved Proposal on cancelling part of the stock options granted in the 2019 stock option incentive plan, proposal on cancelling part of the stock options granted in the 2019 second stock option incentive plan, proposal on special instructions on the deposit and use of raised funds in 2020, proposal on self-evaluation report on internal control in 2020 Proposal on providing guarantee for subordinate enterprises and proposal on renewing the appointment of accounting firm as the audit institution of the company in 2021.
2. The 8th meeting of the 5th board of supervisors
On April 28, 2021, the 8th meeting of the 5th board of supervisors of the company was held by means of communication voting, The proposal on the full text of the report for the first quarter of 2021, the proposal on adjusting the exercise price of stock options granted and reserved for the first time in the 2019 stock option incentive plan, and the proposal on adjusting the exercise price of stock options granted for the first time in the second phase of the 2019 stock option incentive plan were reviewed and approved.
3. The 9th meeting of the 5th board of supervisors
On May 28, 2021, the 9th meeting of the 5th board of supervisors of the company was held by means of communication voting. The proposal on using idle raised funds for cash management and the proposal on using idle self owned funds for entrusted financial management were deliberated and adopted.
4. The 10th meeting of the 5th board of supervisors
On June 24, 2021, the 10th meeting of the 5th board of supervisors of the company was held by means of communication voting, and the proposal on using part of the raised funds to replace the self raised funds invested in the raised projects in advance was deliberated and adopted.
5. The 11th meeting of the 5th board of supervisors
On August 5, 2021, the 11th meeting of the 5th board of supervisors of the company was held by means of communication voting. The proposal on the semi annual report and summary of 2021 and the proposal on the special description on the deposit and use of raised funds in the semi annual of 2021 were considered and adopted.
6. The 12th meeting of the 5th board of supervisors
On October 25, 2021, the 12th meeting of the 5th board of supervisors of the company was held by means of communication voting, and the proposal on the report of the third quarter of 2021 was considered and adopted.
During the reporting period, in addition to attending the meetings of the board of supervisors, all supervisors of the board of supervisors also performed the functions of informed supervision and inspection of the board of supervisors, ensuring the standardization of the company’s operation and management behavior.
2、 Supervision and inspection opinions of the board of supervisors on relevant matters of the company in 2021
1. Standardized operation of the company
During the reporting period, the board of supervisors of the company supervised and inspected the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders and the performance of duties of directors and senior managers.
The board of supervisors believes that the company operates in strict accordance with relevant laws, regulations and the articles of association, and has established a relatively perfect internal control system and can be effectively implemented; III. The operation of the board of directors is standardized, the decision-making is reasonable and the procedure is legal; The supervisors and senior managers of the company are dutiful, loyal and diligent, and do not violate relevant laws, regulations and the articles of association or damage the interests of the company.
2. Financial situation of the company
The board of supervisors of the company inspected the financial supervision system and financial status during the reporting period and found that the company’s financial status and operating results were good, the internal control system of financial accounting was sound, there were no major omissions and false records in accounting, the accounting law, accounting standards for business enterprises and other laws and regulations were strictly implemented, and no violations of rules and disciplines were found. Huaxing Certified Public Accountants (special general partnership) issued the standard unqualified annual audit report 2021, which truly and objectively reflected the company’s financial situation and operating results.
3. Use and management of the company’s raised funds
The board of supervisors of the company inspected the use of the raised funds during the reporting period and believed that the management, use and operation procedures of the company’s raised funds strictly followed the provisions of relevant laws, regulations and 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 damaging the interests of shareholders were found. 4. Related party transactions of the company
The board of supervisors of the company checked the related party transactions during the reporting period and held that the related party transactions of the company followed the principles of fairness and reasonableness, the decision-making procedures complied with the provisions of relevant laws, regulations and the articles of association, and there was no manipulation of the company’s profits through related party transactions or damage to the interests of the company and shareholders.
5. External guarantee of the company and funds occupied by related parties
After verification, the board of supervisors held that during the reporting period, the company did not have any illegal guarantee or overdue guarantee, nor did it have any illegal occupation of funds by related parties.
6. Internal control of the company
The board of supervisors reviewed the 2021 annual internal control self-evaluation report and the construction and operation of the company’s internal control system, and believed that the company has established a relatively perfect internal control system and can be effectively implemented, and the 2021 annual internal control self-evaluation report is true It objectively reflects the construction and operation of the company’s internal control system.
7. Insider information management
During the reporting period, the board of supervisors supervised and inspected the registration and management of insiders of the company. The board of supervisors held that the company strictly implemented the relevant provisions and requirements on the registration and management of insiders, controlled the scope of insiders according to the system, timely registered the list of insiders, and did not have insider trading, which effectively protected the interests of investors, especially small and medium-sized investors.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors of the company will continue to faithfully and diligently perform its supervisory duties in strict accordance with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and relevant national laws and regulations, and further promote the standardized operation of the company. The main work plans are as follows:
1. Continue to improve the supervision and management of the company’s operation according to law, strengthen the work communication with the board of directors and management, and supervise the directors and senior managers according to law, so as to make their decision-making and business activities more standardized and legal.
According to the actual needs of the company, hold regular and temporary meetings of the board of supervisors, do a good job in the deliberation of various topics, more actively perform the supervision duties, improve the corporate governance structure and promote the standardized operation of the company.
2. Adhere to financial supervision as the core, strengthen supervision and prevent the company’s business risks. The board of supervisors of the company will strengthen the supervision of the company’s business decisions, internal control, financial status, use of raised funds, related party transactions and other major matters. Prompt the risks found in the supervision in time, and effectively safeguard the legitimate rights and interests of the company and shareholders.
3. Strengthen internal learning and pay attention to the improvement of their own professional quality. The board of supervisors of the company will strengthen the study of laws and regulations, normative documents and accounting and financial knowledge, broaden professional knowledge and improve business level, earnestly perform their duties in strict accordance with laws and regulations and the articles of association, and give better play to the supervisory function of the board of supervisors.
By-Health Co.Ltd(300146) board of supervisors
March 4, 2002
