Guangdong Jiaying Pharmaceutical Co.Ltd(002198)
Work report of the board of supervisors in 2021
1、 Meetings of the board of supervisors
In 2021, the board of supervisors of the company held 7 meetings. The details of the meetings are as follows:
(I) the 12th meeting of the 5th board of supervisors
On April 18, 2021, the 12th meeting of the 5th board of supervisors was held on site, and the following proposals were considered and adopted:
1. Proposal on the 2020 work report of the board of supervisors of the company;
2. Proposal on the company’s financial report for 2020;
3. Proposal on the 2020 profit distribution plan of the company;
4. Proposal on the company’s 2020 annual report and 2020 annual report summary;
5. Proposal on the company’s internal control evaluation report in 2020;
6. Proposal on the elimination of the significant impact of the matters involved in the qualified opinion of the company’s 2019 annual audit report;
7. Proposal on changes in accounting policies.
At the same time, the meeting considered the proposal on adjusting the allowance of supervisors.
Review results: 0 in favor, 0 against, 0 abstained, and 3 avoided.
Mr. Fan Jielai, chairman of the board of supervisors of the company, proposed to adjust the supervisor’s allowance. Because it involves the interests of all supervisors, all supervisors avoided voting on the proposal out of the principle of prudence, and the relevant proposal will be directly submitted to the 2020 annual general meeting of shareholders of the company for deliberation.
(II) the 13th meeting of the 5th board of supervisors
On April 26, 2021, the 13th meeting of the 5th board of supervisors was held by video communication, and the following proposals were considered and adopted:
1. Proposal on the company’s report for the first quarter of 2021.
(III) the 14th meeting of the 5th board of supervisors
On June 17, 2021, the 14th meeting of the 5th board of supervisors was held by video communication, and the following proposals were considered and adopted:
1. Proposal on the company meeting the conditions for non-public offering of a shares;
2. Proposal on the company’s non-public offering of A-Shares to specific objects;
3. Proposal on Guangdong Jiaying Pharmaceutical Co.Ltd(002198) 2021 annual plan for non-public development of a shares.
4. Proposal on Guangdong Jiaying Pharmaceutical Co.Ltd(002198) feasibility analysis report on the use of funds raised by non-public development banks
5. The company’s proposal on diluting the immediate return after non-public offering of shares, taking filling measures and relevant commitments
6. Proposal on the issue of shares to specific objects this time without the need to prepare the report on the use of the previously raised funds
7. Proposal on submitting to the general meeting of shareholders to approve Guangdong New South Medical Investment Development Co., Ltd. from issuing a takeover offer
8. Proposal on related party transactions involved in the company’s non-public offering of a shares
9. Proposal on signing a conditional subscription agreement for non-public offering of shares between the company and specific objects (Ⅳ) the 15th meeting of the Fifth Board of supervisors
On July 15, 2021, the 15th meeting of the 5th board of supervisors was held on site, and the following proposals were considered and adopted:
1. Proposal on the general election of the board of supervisors of the company.
(V) the first meeting of the sixth board of supervisors
On August 2, 2021, the first meeting of the sixth board of supervisors was held on site, and the following proposals were considered and adopted:
1. Proposal on electing Mr. Fan Jielai as the chairman of the sixth board of supervisors.
(VI) the second meeting of the sixth board of supervisors
On August 12, 2021, the second meeting of the sixth board of supervisors was held by means of communication, and the following proposals were considered and adopted:
1. Proposal on the company’s 2021 semi annual report and the summary of 2021 semi annual report;
2. Proposal on the company’s 2021 semi annual financial report.
(VII) the first interim meeting of the sixth board of supervisors
On October 25, 2021, the first interim meeting of the sixth board of supervisors was held by means of communication, and the following proposals were considered and adopted:
1. Proposal on the company’s report for the third quarter of 2021.
2、 Supervision and inspection by the board of supervisors
During the reporting period, the members of the board of supervisors of the company earnestly performed their duties, actively carried out their work, attended all previous board meetings as nonvoting delegates, and carried out a series of supervision and audit activities on the standardized operation, financial status, foreign investment and other relevant aspects of the company. After careful study, the board of supervisors of the company formed the following opinions:
(I) legal operation of the company
During the reporting period, the company was able to carry out standardized operation in accordance with the company law, the articles of association and relevant national policies and regulations, and the company was not found to have any illegal behavior or damage the interests of shareholders. The decision-making procedure of the company is legal, and a relatively perfect internal control system has been established. When performing their duties, the directors and senior managers of the company complied with the provisions of national laws and regulations, the articles of association and internal systems, safeguarded the interests of the company and all shareholders, and did not violate laws, regulations, the articles of association or damage the interests of the company.
(II) check the financial situation of the company
During the reporting period, the board of supervisors inspected and reviewed the company’s financial system and financial status, and believed that the company’s procedures for preparing financial reports complied with the provisions of laws and regulations, and the contents of the reports truly, accurately and completely reflected the actual situation of the company, without any false records, misleading statements or major omissions.
(III) related party transactions of the company
In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the company has formulated the related party transaction decision-making system, which stipulates the recognition standards, contract formulation principles, approval authority, decision-making procedures and relevant risk control measures of related party transactions, so as to effectively standardize the management of related party transactions within the company, Ensure the fairness of related party transactions and fully protect the interests of small and medium-sized investors. During the reporting period, the company had no related party transactions.
(IV) use of raised funds
During the reporting period, the deposit and use management of the company’s raised funds strictly followed the relevant regulations, there was no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and the relevant information disclosure was performed in a timely, accurate and complete manner.
(V) review opinions on internal control evaluation report
After reviewing the internal control evaluation report in 2021 and the construction and operation of the company’s internal control system, it is considered that the company has established the internal control system related to financial reporting and information disclosure in accordance with the basic norms of enterprise internal control, and the implementation of relevant internal control in 2021 is effective. The company’s internal control evaluation report comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system.
(VI) establishment and implementation of insider information management system by the company
The company has established an insider information management system, done a good job in the confidentiality of insider information, strengthened the management of insider information, fairly disclosed information, and safeguarded the legitimate rights and interests of investors.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to be diligent and responsible in strict accordance with the company law, securities law and other laws and regulations and the articles of association, actively perform the supervision function, and earnestly safeguard and protect the interests of the company and shareholders. At the same time, strengthen their own learning, further improve their ability to perform their duties, strengthen the learning of laws and regulations, corporate governance, financial management and other relevant aspects, and give better play to the supervision function of the board of supervisors.
Guangdong Jiaying Pharmaceutical Co.Ltd(002198) board of supervisors
March 10, 2022
