Hvsen Biotechnology Co.Ltd(300871)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as “the company”) independently exercised its functions and powers in accordance with the law and actively carried out its work in strict accordance with the relevant provisions and requirements of the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors, and with the working attitude of due diligence and diligence Supervise the decision-making of major matters, the use of raised funds and the performance of directors and senior managers of the company to ensure the standardized operation of the company. The main work report of the board of supervisors this year is as follows:
1、 Work of the board of supervisors in 2021
During the reporting period, the convening and convening procedures of the board of supervisors, the qualifications and voting procedures of the convener and attendees of the meeting all met the provisions of relevant laws, regulations, normative documents and the articles of association, and the resolutions of the meeting were legal and effective. At the same time, the members of the board of supervisors attended the meetings of the board of directors and the general meeting of shareholders of the company as nonvoting delegates and were informed of all communication voting matters of the board of directors. In this year, the board of supervisors of the company held 9 meetings, as follows:
Meeting time to consider proposals
1. Deliberated and passed the proposal on the work report of the board of supervisors in 2020. 2. Deliberated and passed the proposal on the company’s 2020 annual report and its summary. 3. Deliberated and passed the proposal on the company’s 2020 financial final account report
The second board of supervisors deliberated and adopted the proposal on March 26, 2021 on the company’s 2020 internal control self-evaluation report
Tenth meeting
5. The proposal on the special report on the deposit and use of the company’s raised funds in 2020 was reviewed and approved
6. Deliberated and passed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020
7. The proposal on renewing the appointment of the company’s audit institution in 2021 was deliberated and adopted
8. Deliberated and adopted the proposal on Amending the rules of procedure of the Hvsen Biotechnology Co.Ltd(300871) board of supervisors
9. Deliberated and passed the proposal on changes in accounting policies
1. The proposal on the company’s report for the first quarter of 2021 was deliberated and adopted
2. The proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects was deliberated and adopted
3. The proposal on the company’s plan to issue convertible corporate bonds to unspecified objects was deliberated and adopted one by one
4. The proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects was deliberated and adopted
5. The proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects was deliberated and adopted
The second board of supervisors
On April 26, 2021, the 11th meeting deliberated and adopted the proposal on the demonstration and analysis report on the issuance of convertible corporate bonds by the company to unspecified objects
7. The proposal on diluting immediate return and filling measures and commitments of relevant subjects by issuing convertible corporate bonds to unspecified objects was deliberated and adopted
8. The proposal on the company’s shareholder return plan for the next three years (20212023) was deliberated and adopted
9. Deliberated and passed the proposal on the report on the use of the company’s previously raised funds. 10. Deliberated and passed the proposal on the self-evaluation report on the company’s internal control
11. Deliberated and passed the proposal on the rules of the meeting of convertible corporate bondholders of the company
1. The proposal on Revising the company’s plan for issuing convertible corporate bonds to unspecified objects was deliberated and adopted
2. The proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects (Revised Draft) was deliberated and adopted
The second board of supervisors
On May 31, 2021, the 12th meeting deliberated and approved the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects (Revised Draft)
4. Deliberated and passed the proposal on the demonstration and analysis report (Revised Draft) on the issuance of convertible corporate bonds by the company to unspecified objects
5. Deliberated and adopted the dilution of convertible corporate bonds issued to unspecified objects, i.e
Proposal on interim return and filling measures and commitments of relevant subjects (Revised Version)
6. The proposal on the company’s intention to purchase real estate was deliberated and adopted
1. The proposal on Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
2. The second session of the board of supervisors deliberated and adopted the proposal on the measures for the administration of the implementation of the restricted stock incentive plan at the 13th meeting of Hvsen Biotechnology Co.Ltd(300871) 2021 on June 28, 2021
3. The proposal on verifying the list of incentive objects of the restricted stock incentive plan for Hvsen Biotechnology Co.Ltd(300871) 2021 was deliberated and adopted
1. Deliberated and passed the proposal on the company’s 2021 semi annual report and its summary. 2. Deliberated and passed the proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds on July 30, 2021
Fourteenth meeting
3. The proposal on using raised funds to increase capital of wholly-owned subsidiaries and converting capital reserve into registered capital was deliberated and adopted
The second session of the board of supervisors deliberated and approved the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 at the 15th meeting on August 24, 2021
1. The proposal on the company’s report for the third quarter of 2021 was deliberated and adopted
2. The second session of the board of supervisors deliberated and approved the proposal on adjusting the company’s restricted stock incentive plan in 2021 and the company’s performance evaluation indicators on October 28, 2021
Sixteenth meeting
3. The proposal on continuing to use some idle raised funds and self owned funds for cash management was deliberated and adopted
The second session of the board of supervisors deliberated and approved the proposal on canceling and adjusting the performance evaluation indicators of the company at the 17th meeting of the company’s restricted stock incentive plan in 2021 on November 10, 2021
1. The proposal on further clarifying the specific plan for the company to issue convertible corporate bonds to unspecified objects was deliberated and adopted one by one
2. The second session of the board of supervisors deliberated and adopted the proposal of the 18th meeting of the company on issuing convertible corporate bonds to unspecified objects on December 14, 2021
3. The proposal on establishing a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement on raising funds was deliberated and adopted
2、 Inspection opinions of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
During the reporting period, the board of supervisors of the company operated in strict accordance with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, earnestly performed its duties, attended the meetings of the board of directors as nonvoting delegates and actively participated in the general meeting of shareholders.
The convening and convening procedures of the board of directors and the general meeting of shareholders of the company, the qualifications and voting procedures of the convener and attendees of the meeting are legal, the resolutions of the meeting are legal, effective and reasonable, and the board of directors strictly implemented all decisions and authorizations of the general meeting of shareholders. The directors and senior managers of the company are diligent and do not violate laws, regulations, the articles of association or damage the interests of the company and all shareholders when performing their duties.
(II) financial status of the company
During the reporting period, the board of supervisors effectively inspected and supervised the establishment and implementation of the company’s financial system and internal control system, and believed that the company’s financial system was perfect, the system was sound, the operation was standardized, in line with relevant regulations, and there were no illegal acts. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued a standard unqualified audit report on the company’s 2021 financial statements.
The board of supervisors issued written review opinions on the company’s 2021 annual report:
“After examination, the board of supervisors believes that the procedures of Hvsen Biotechnology Co.Ltd(300871) 2021 annual report prepared and deliberated by the board of directors 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.”
(III) management and use of raised funds
During the reporting period, the company’s management of raised funds The use and operation procedures comply with laws such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc The regulations and the company’s management system for raised funds disclose the storage and use of raised funds in a timely, true, accurate and complete manner, and there is no violation of laws and regulations and damage to the interests of the company and all shareholders, especially minority shareholders.
(IV) related party transactions
