Chongqing Lummy Pharmaceutical Co.Ltd(300006)
Work report of the board of supervisors in 2021
The board of supervisors shall conscientiously perform its duties in accordance with the requirements of the company's articles of association and the company's regulations. During the year, the board of supervisors actively participated in the review of the company's major decision-making matters and important economic activities, put forward opinions and suggestions, supervised the performance of the company's duties by the company's directors and managers, irregularly inspected the company's operation and financial status, and actively safeguarded the rights and interests of all shareholders. The main work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors faithfully performed its duties in accordance with the provisions of the articles of association and the rules of procedure of the board of supervisors. In 2021, the board of supervisors held 11 meetings and considered 27 proposals. The notice and convening of the meeting were in line with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations. The meetings of the board of supervisors in 2021 are as follows:
No. time of holding meeting name of meeting deliberation proposal
Proposal on the 7th Meeting of 2021.1.7 on signing the loan extension agreement and related party transactions with Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) of the 5th board of supervisors.
1. Proposal of the 5th board of supervisors on transferring the equity of Chongqing laimeishu traditional Chinese medicine decoction pieces Co., Ltd;
2. Proposal on transferring the equity of Chongqing Laimei Health Industry Co., Ltd. at the 8th meeting on January 15, 2021.
1. Proposal of the 5th board of supervisors on the transfer of equity of Sichuan Hezheng Pharmaceutical Co., Ltd;
3. 2021.2.5 9th meeting 2. Proposal on signing the contract operation agreement;
3. Proposal on the transfer of equity of associated enterprises;
4. Proposal on transferring part of equity and equity incentive of subsidiaries.
Proposal on investment and establishment of joint venture company issued by the 5th board of supervisors.
4.2021.3.10 ten meetings
1. Work report of the board of supervisors in 2020;
2. Proposal on 2020 annual report and summary;
The 3rd of the 5th session of the board of supervisors: proposal on the financial statement report of 2020;
5. The 11th meeting on March 29, 2021. 4. Proposal on the transfer of development expenditure to expense, provision for asset impairment and write off of assets in 2020;
5. Proposal on renewing the appointment of accounting firms;
6. Proposal on 2020 profit distribution plan;
7. Proposal on submitting to the general meeting of shareholders to authorize the board of directors to approve the guarantee for subsidiaries;
8. Proposal on internal control evaluation report in 2020; 9. Proposal on the proposed purchase of directors, supervisors and senior management liability insurance;
10. Proposal on shareholder dividend return planning in the next three years (20212023);
11. Proposal on participating in the investment and establishment of Chongqing bilingxing medical intellectual property fund partnership (limited partnership).
Proposal on the first quarter report of 2021 of the Fifth Board of supervisors;
6. The 12th meeting on April 22, 2021. 2. Proposal on changing accounting policies.
Proposal on the proposed public listing and transfer of property shares of Luzhou jiuze equity investment center (limited partnership at the 13th meeting on April 28, 2021).
Proposal on the 2021 semi annual report and its summary of the 5th board of supervisors; 8. Proposal on the special report on the deposit and use of raised funds in the half year of 2021 at the 14th Meeting on July 29, 2021.
Proposal on the third quarter report of 2021 issued by the 5th board of supervisors.
The 15th meeting on October 27, 2021
Proposal on Chengdu Jinxing Health Pharmaceutical Co., Ltd. to accept capital increase and give up the preemptive right of capital contribution at the 16th meeting of the company on November 15, 2021 at the 5th session of the 5th board of supervisors.
Proposal on nominating Ms. Tan Mingyue as the supervisor candidate of the 17th meeting of the company's Fifth Board of supervisors on December 14, 2021.
2、 Performance of duties of the board of supervisors
In 2021, in order to standardize the operation of the company, ensure the scientific and reasonable operation decision-making of the company and obtain good economic benefits, the board of supervisors of the company focused on strengthening supervision from the following aspects and faithfully performed the supervision function. 1. Supervision of business activities
Members of the board of supervisors shall attend all meetings of the board of directors of the company as nonvoting delegates and supervise major decisions in the operation and management of the company. The board of supervisors shall timely review relevant reports, understand the specific situation of the company's operation and management activities, and put forward corresponding opinions and suggestions on the implementation of the resolutions of the general meeting of shareholders, the resolutions of the board of directors, the production and operation plan, the company's periodic report, related party transactions, financial final accounts report, and the change of non working representative supervisors by the board of supervisors.
2. Supervision of financial activities
Inspecting the company's operation and financial status is the focus of the board of supervisors. First, urge the company to further improve the financial management system and internal control system; Secondly, the company's financial department is required to provide reports and relevant financial materials regularly to grasp the current situation of the company's financial activities in time; Finally, implement financial supervision, irregularly supervise the company's financial activities, and put forward some opinions according to relevant national laws, regulations and policies and in combination with the characteristics of the company, so as to promote the improvement of the company's financial management level.
3. Supervision of directors and senior management
The board of supervisors has performed its daily supervision function on the job behaviors of the company's directors, managers and other senior managers, urged the company's management personnel to act in accordance with the law, continuously improved their consciousness of observing discipline and law, and ensured that the company's business activities are carried out in accordance with the law.
3、 Supervision opinions of the board of supervisors on relevant matters
1. Legal operation of the company
In strict accordance with the company law, the articles of association and other provisions, the board of supervisors earnestly performed its duties, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, and supervised the operation of the company according to law in 2021. It is considered that:
During the reporting period, the company operated in accordance with the company law, the articles of association and relevant policies and regulations, and established a relatively perfect internal control system; The operation of the board of directors is standardized, the decision-making is reasonable and the procedure is legal, the resolutions of the general meeting of shareholders are seriously implemented, and the obligation of good faith is faithfully fulfilled; The directors and senior managers of the company are diligent in performing their duties, abide by national laws and regulations, the articles of association and systems, safeguard the interests of the company, and do not violate laws and regulations, the articles of association and damage the interests of the company.
2. Financial activities of the company
The board of supervisors effectively supervised, inspected and reviewed the company's financial status and financial results in 2021, and held that:
The company has sound financial system, perfect internal control system, standardized financial operation and good financial condition. The company's 2021 financial report can truly reflect the company's financial situation and operating results. The standard unqualified audit opinion issued by Sichuan Huaxin (Group) accounting firm (special general partnership) and the evaluation on relevant matters are objective and fair.
3. Related party transactions of the company
The board of supervisors supervised and verified the related party transactions during the reporting period. Except for the related party transactions disclosed in "section VI important matters 14. Major related party transactions" of the 2021 annual report, the company has no major related party transactions. The board of supervisors believes that the daily connected transactions in 2021 meet the actual needs of the company, the transaction is fair, there is no damage to the interests of the company, and the company does not have the problem of embezzlement of the interests of the company such as the occupation of funds by connected persons. When the board of directors of the company deliberated the related party transaction proposal, the related directors withdrew, and the deliberation procedure was in line with the provisions of the company law, the articles of association, the rules of procedure of the board of directors and other relevant laws and regulations.
4. Internal control self evaluation report
The board of supervisors reviewed the self-evaluation report of the board of directors on the company's internal control in 2021 and the construction and operation of the company's internal control system, and held that:
The company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system. 4、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will continue to strictly implement the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the rules of procedure of the board of supervisors and other relevant provisions, conscientiously perform the functions of the board of supervisors with an attitude of being responsible to all shareholders, safeguard the legitimate rights and interests of the company and shareholders, and effectively perform its functions for the standardized operation, improvement and improvement of the governance level of the company, Establish a good integrity image of the company. The work plan of the board of supervisors in 2022 mainly includes the following aspects:
1. In accordance with the requirements of modern enterprise system, continue to seriously study the relevant policies formulated by relevant national departments, actively adapt to the development needs of the company, expand work ideas, abide by the principle of good faith, do a good job in the deliberation of various topics, strengthen daily supervision and inspection, and improve the working ability and efficiency of the board of supervisors;
2. Supervise the operation of the company according to law, and actively urge the effective operation and improvement of the internal control system;
3. Supervise the diligence of the directors and senior managers of the company, ensure that the shareholders' rights and interests, the interests of the company and the legitimate rights and interests of employees are not infringed, and promote the sustainable development of the company;
4. Through the supervision and inspection of the company's finance and the company's production and operation, further strengthen the internal control system and maintain communication with internal audit and external audit institutions, constantly strengthen the supervision and inspection of the enterprise, prevent business risks and further safeguard the interests of the company and shareholders.
Chongqing Lummy Pharmaceutical Co.Ltd(300006) board of supervisors March 24, 2022
