Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Tibet Duo Rui Pharmaceutical Co.Ltd(301075) (hereinafter referred to as “the company”), with the joint efforts of all supervisors, conscientiously performed the functions and powers conferred by relevant laws and regulations in the spirit of being responsible to all shareholders, actively and effectively carried out work, and supervised the legal operation of the company and the performance of duties of directors and senior managers of the company in accordance with the provisions of the company law, the articles of association and the rules of procedure of the board of supervisors, Safeguarding the legitimate rights and interests of the company and its shareholders. The main work in 2021 is reported as follows:
1、 Work of the board of supervisors in 2021
The board of supervisors held 2024 meetings:
1. On February 8, 2021, the company held the fifth meeting of the first session of the board of supervisors, deliberated and passed the proposal on confirming the annual work report of the board of supervisors in 2020, the proposal on confirming the final financial report of the company in 2020, the proposal on confirming the financial budget report of the company in 2021, and the proposal on confirming the annual profit distribution plan of the company in 2020 Proposal on confirming the related party transactions of the company from January 1, 2018 to December 31, 2020, proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and proposal on confirming the remuneration of directors, supervisors and senior managers of the company in 2021.
2. On October 20, 2021, the company held the sixth meeting of the first board of supervisors, deliberated and approved the proposal on changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration, the proposal on increasing capital to wholly-owned subsidiaries with raised funds to implement raised investment projects, and the proposal on using some temporarily idle raised funds for cash management Proposal on the third quarter report of the company in 2021.
3. On December 10, 2021, the company held the seventh meeting of the first board of supervisors, which passed the proposal on using the company’s idle self owned funds for cash management, the proposal on using the raised funds to replace the self raised funds that have been invested in the raised investment projects and paid the issuance expenses in advance, and the proposal on the estimated amount of daily connected transactions in 2022.
4. On December 24, 2021, the company held the eighth meeting of the first board of supervisors, which passed the proposal on Amending the articles of association, the proposal on using part of the over raised funds to permanently supplement the working capital, the proposal on changing the implementation location and implementation method of some raised funds investment projects, and the proposal on applying for comprehensive credit from China Minsheng Banking Corp.Ltd(600016) and other banks and providing guarantee and related party transactions by related parties.
In 2021, with the active cooperation of the board of directors and the management, the supervisors attended all the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, participated in the discussion of major decisions of the company, and supervised the proposals and meeting procedures considered by each board of directors and general meeting of shareholders according to law.
At the same time, the board of supervisors paid close attention to the operation of the company, carefully supervised the financial and capital operation of the company, inspected the job behavior of the board of directors and management, and ensured the standardization of the operation and management behavior of the company.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
After inspection, the board of supervisors believed that the decision-making procedures of the board of directors of the company strictly followed the provisions of the company law, the securities law and other laws and regulations and the articles of association, and established a relatively perfect internal control system. The directors and senior managers of the company do not violate laws, regulations and the articles of association or damage the interests of the company and shareholders when performing their duties.
2. Financial situation of the company
The board of supervisors carefully inspected and reviewed the company’s financial status, financial management and operating results during the reporting period. The board of supervisors believed that the company had sound financial system, sound internal control mechanism and good financial status. The 2021 quarterly report and 2021 annual financial report truly and objectively reflect the company’s financial situation and operating results.
3. Related party transactions of the company
The board of supervisors held that the related party transactions of the company in 2021 fulfilled the legal procedures and embodied the principles of integrity, fairness and impartiality. The price of related party transactions was fair and there was no behavior damaging the interests of the company and shareholders.
4. Use of raised funds
The board of supervisors inspected the use and management of the company’s raised funds in 2021. The board of supervisors believed that in 2021, the company carried out the use and management of the raised funds in accordance with the relevant provisions of the raised funds management, the use of the raised funds met the comprehensive needs of the raised investment projects, and there was no illegal use of the raised funds. The use of the raised funds does not conflict with the implementation plan of the investment project of the raised funds, there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders, and there is no change in the investment project and purpose of the raised funds.
5. External guarantee
According to the verification of the board of supervisors, as of December 31, 2021, the actual amount of the company’s and its subsidiaries’ accumulated external guarantee was RMB 10000. The company had no overdue external guarantee, no guarantee amount involved in litigation and no loss caused by the guarantee. The company has implemented relevant decision-making procedures for external guarantee in strict accordance with the relevant provisions of the company law and the articles of association, and can strictly control the risk of external guarantee. There is no illegal external guarantee such as providing guarantee for controlling shareholders and other related parties, any other legal person or unincorporated unit or individual. 6. Internal control self evaluation report
According to relevant regulations, the company organized personnel to conduct a comprehensive self-examination and relevant evaluation on the establishment and implementation of the internal control system. After review, the board of supervisors expressed the following opinions on the self-evaluation report of the company’s internal control in 2021: the self-evaluation report of the company’s internal control objectively and truly reflects the implementation of the company’s internal control in 2021. The company has no major defects in the internal control of financial reporting and no major defects in the internal control of non-financial reporting.
7. Establishment and implementation of insider information management system by the company
In 2021, the board of supervisors of the company supervised the establishment and implementation of the insider management system of the company. The board of supervisors held that in 2021, the company recorded the insider of the company in a true, accurate, timely and complete manner in strict accordance with the requirements of the system, and there was no insider trading the shares of the company with insider information in 2021. 3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors will conscientiously perform its duties in strict accordance with the relevant provisions of the company law, the securities law and the articles of association, adhere to the implementation of the resolutions adopted by the general meeting of shareholders, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, establish a good integrity image of the company, and ensure the operation and standardized development of the company in accordance with the law.
1. Supervise the operation of the company according to law, and actively urge the construction and effective operation of the internal control system.
2. Check the company’s financial situation, and supervise the company’s financial operation through regular understanding and review of financial reports.
3. Supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
Tibet Duo Rui Pharmaceutical Co.Ltd(301075) board of supervisors March 23, 2022
