Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as “the company”) conscientiously performed the duties conferred by the company law, the securities law and the articles of association, and in the spirit of being responsible to all shareholders, scrupulously performed their duties and duties, and strengthened the supervision of the legality and compliance of the company’s finance and the performance of the duties of the company’s directors, managers and other senior managers, so as to safeguard the interests of the company It has played its due role in the legitimate rights and interests of shareholders, improving the corporate governance structure and establishing and perfecting the company’s management system. The work of the board of supervisors in 2021 is reported as follows:
1、 Daily work of the board of supervisors in 2021
In 2021, the board of supervisors held 11 meetings. The convening, convening and voting procedures of the meeting of the board of supervisors comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. The details of the meeting held by the board of supervisors are as follows:
Date of meeting and matters to be considered at the session
Proposal on the general election of the board of supervisors and the election of the third employee representative supervisor of the seventh board of supervisors instead of the sixth board of supervisors
The 16th meeting on January 19, 2021 resolved the proposal on Amending the rules of procedure of the board of supervisors and the proposal on daily connected transactions with China Resources Pharmaceutical Holdings Co., Ltd. in 2021
Proposal on the election of the chairman of the seventh board of supervisors, the first of the seventh board of supervisors on February 4, 2021
Resolution meeting
Proposal on the company’s 2020 work report of the board of supervisors
Proposal on the full text and summary of the company’s 2020 Annual Report
Proposal on the company’s 2020 annual financial statement report, proposal on the company’s 2020 annual profit distribution plan, and proposal on the second special report on the company’s 2020 annual meeting on the deposit and use of raised funds on April 27, 2021 of the seventh board of supervisors
Proposal on the company’s reappointment of audit institutions in 2021 and proposal on the company’s self-evaluation report on internal control in 2020
Proposal on the full text of the company’s report for the first quarter of 2021
Regulations on cash management using some idle self owned funds
Proposal
Proposal on providing guarantee for holding subsidiaries
Proposal on the report on the use of the company’s previously raised funds
Proposal on correction of accounting errors in the third session of the seventh board of supervisors on July 15, 2021
Resolution of the meeting
Proposal on the company meeting the conditions for issuing A-Shares to specific objects on GEM
Proposal on adjusting the company’s plan to issue A-Shares to specific objects in 2020
Proposal on the fourth plan (Revised Draft) of the seventh board of supervisors for the company to issue A-Shares to specific objects in 2020
On July 15, 2021, the meeting resolved the proposal on the demonstration and analysis report (Revised Draft) of the company’s A-share issuance scheme to specific objects in 2020, the diluted immediate return and filling measures of the company’s A-share issuance to specific objects in 2020 and the commitments of relevant subjects (Revised Version)
Proposal on self evaluation report on internal control of the company (as of March 31, 2021)
The sixth proposal of the seventh board of supervisors on August 27, 2021 on the full text and summary of the company’s semi annual report in 2021
The meeting decided on the proposal on the company’s special report on the use and deposit of raised funds in the half year of 2021
Proposal on the company meeting the conditions for issuing A-Shares to specific objects on GEM;
Proposal on adjusting the company’s plan to issue A-Shares to specific objects in 2020
Proposal on the company’s plan for issuing A-Shares to specific objects in 2020 (Second Revised Draft)
The seventh proposal of the seventh board of supervisors on the demonstration and analysis report of the company’s A-share issuance scheme to specific objects in 2020 (Second Revised Draft)
The meeting on September 1, 2021 resolved the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2020 (Second Revised Draft)
Proposal on the company’s issuance of A-share shares to specific objects in 2020, diluted immediate return and filling measures and commitments of relevant subjects (Second Revision)
Proposal on the report on the use of the company’s previously raised funds
Proposal on signing entrusted management agreement and related party transactions with China Resources Pharmaceutical Commercial Group Co., Ltd
Discussion on the full text of the company’s report for the third quarter of 2021 at the eighth session of the seventh board of supervisors on October 29, 2021
Resolution of the meeting
Proposal on change of accounting firm
Proposal on opening a special account for raised funds and signing a tripartite supervision agreement
On November 16, 2021, the ninth meeting of the seventh board of supervisors proposed the resolution on using some idle self owned funds for cash management
Proposal on using idle raised funds for cash management
Proposal on by election of non employee representative supervisors at the 10th Session of the seventh board of supervisors on December 11, 2021
Resolution of the meeting
Proposal on the election of the chairman of the seventh board of supervisors (the 10th Session of the seventh board of supervisors) on December 27, 2021
Resolution of the first meeting
During the reporting period, the board of supervisors of the company attended all the meetings of the board of directors and the general meeting of shareholders in strict accordance with the provisions of relevant laws, regulations and the articles of association, supervised the proposals and meeting procedures deliberated by each board of directors and the general meeting of shareholders in accordance with the law, and carefully supervised and inspected the company’s legal operation, the company’s financial situation, and the performance of the board of directors and management, so as to ensure the standardization of the company’s operation and management behavior.
2、 Supervision of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company carefully supervised and inspected the company’s legal operation, financial situation, related party transactions and other matters in strict accordance with the provisions of relevant laws, regulations and the articles of association. According to the inspection results, the following opinions were issued on the relevant situation of the company during the reporting period:
1. Legal operation of the company
In 2021, the company operated in strict accordance with the requirements of the company law, the securities law, other relevant laws and regulations, the articles of association and other document systems, and made reasonable, scientific and legal decisions. The company has established a relatively perfect internal control system. The board of directors earnestly implemented the resolutions of the general meeting of shareholders and earnestly performed the authorization of the general meeting of shareholders. The directors and senior managers of the company did not violate laws, regulations, articles of association or damage the interests of the company when performing their duties.
2. Financial situation of the company
The board of supervisors carefully reviewed the company’s 2021 financial report and believed that the company’s 2021 financial report truly reflected the company’s financial situation and operating results. In 2021, there was no non operating occupation of the company’s funds by related parties.
3. Management and use of raised funds
In 2021, the board of supervisors checked the management and use of the company’s raised funds and held that the company managed and used the raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and other laws and regulations, normative documents and the provisions of the company’s management system for raised funds, and was true, accurate, complete Timely and fairly fulfilled the relevant information disclosure obligations.
4. Related party transactions
The board of supervisors expressed the following opinions on the related party transactions of the company in 2021:
About 2021
