Yunnan Baiyao Group Co.Ltd(000538)
2021 annual work report of the board of supervisors
In 2021, the board of supervisors of Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as “the company”) held a majority stake
Under the leadership of the general assembly, strictly abide by the company law, securities law, articles of association and other relevant regulations
According to the requirements of laws, regulations and specifications, independently and effectively perform the supervision function, and fully understand the production and operation of the company
Comprehensively inspect the company’s finance, supervise the standardized performance of directors and senior managers, and review the company’s regular
Report and put forward written review opinions on the company’s employee stock ownership plan, stock option incentive plan and other matters
Express clear opinions. All supervisors of the board of supervisors adhere to the company’s culture and values and strictly supervise and urge the public
The board of directors and the management of the company have standardized the operation and made scientific decisions, escorted the company’s stable and far-reaching development, and effectively safeguarded the public interest
Interests of the company, shareholders and employees.
The work of the board of supervisors in 2021 is mainly as follows:
1、 Convening of the meeting and adoption of resolutions
In 2021, the ninth board of supervisors held seven meetings of the board of supervisors, one of which was an on-site meeting,
Six are communication meetings. Prior to the previous meetings, the company held in strict accordance with the requirements of relevant laws and regulations
Distribute relevant meeting materials to the members of the board of supervisors before the specified time limit, and the convening schedule of the meeting of the board of supervisors
Legal compliance. The meeting time, session, deliberation of proposals and other main information are as follows:
Table 1 meetings of the board of supervisors in 2021
Meeting time meeting session deliberation proposal
1、 Deliberated and approved the work report of the board of supervisors in 2020 and agreed to submit it to the general meeting of shareholders for deliberation;
Second, the 9th board of supervisors deliberated and adopted the 2020 social responsibility report and ESG (environment, social and Governance Report of the first meeting of 2021 on March 25, 2021);
3、 Deliberated and adopted the report on self-evaluation of internal control in 2020; 4、 The company’s 2020 annual report and its summary were reviewed and adopted, the same as
Meeting time meeting session deliberation proposal
To submit to the general meeting of shareholders for deliberation;
5、 Deliberated and approved the company’s 2020 annual financial statement report and agreed to submit it to the general meeting of shareholders for deliberation;
6、 Deliberated and approved the 2020 profit distribution plan and agreed to submit it to the general meeting of shareholders for deliberation;
7、 Deliberated and approved the financial budget report for 2021 and agreed to submit it to the general meeting of shareholders for deliberation;
8、 Deliberated and passed the proposal on estimated daily connected transactions in 2021;
9、 Deliberated and passed the proposal on the special audit report on the accounting firm’s occupation of non operating funds and other related capital transactions of the company’s related parties;
10、 Deliberated the proposal on Yunnan Baiyao Group Co.Ltd(000538) 2021 annual employee stock ownership plan (Draft) and its summary, and decided to submit the proposal to the general meeting of shareholders of the company for deliberation;
11、 Deliberated the proposal on the measures for the administration of employee stock ownership plan in Yunnan Baiyao Group Co.Ltd(000538) 2021 and decided to submit the proposal to the general meeting of shareholders of the company for deliberation;
12、 Submit the proposal on the company’s shareholding plan to the general meeting of shareholders for deliberation and decision in 2021;
13、 The proposal on granting stock options reserved for 2020 stock option incentive plan to incentive objects was deliberated and adopted.
The 9th board of supervisors deliberated and adopted the proposal of the second meeting of 2021 on April 26, 2021 on the report of the first quarter of 2021 and its summary.
1、 Deliberated and passed the proposal on the company’s major asset purchase and related party transactions meeting the conditions for major asset purchase, and agreed to submit it to the general meeting of shareholders for deliberation; The 9th board of supervisors
Second, on May 11, 2021, the proposal on the purchase of major assets of the company and the exchange plan of the third meeting of related party transactions in 20 and 21 was deliberated and adopted item by item. (1) the way, transaction object and counterparty of this major asset purchase; (2) Transaction price and pricing method; (3) This delivery
Meeting time meeting session deliberation proposal
Easy payment method; (4) The capital source of this transaction; (5) The evaluation or valuation of this transaction; Agree to submit it to the general meeting of shareholders for deliberation item by item;
3、 Deliberated and passed the proposal on the plan and summary of the company’s major asset purchase and related party transactions, and agreed to submit it to the general meeting of shareholders for deliberation;
4、 Deliberated and passed the proposal on signing the strategic cooperation agreement and agreed to submit it to the general meeting of shareholders for deliberation;
5、 The proposal on signing the share subscription contract with effective conditions was deliberated and passed, and it was agreed to submit it to the general meeting of shareholders for deliberation.
1、 Review the proposal on adjusting the transaction price of the company’s employee stock ownership plan in 2021;
The second session of the ninth board of supervisors deliberated and approved the proposal on the achievement of exercise conditions in the first exercise period granted by the fourth meeting of the company in 2021 on June 8, 2021;
3、 The proposal on canceling some stock options of 2020 stock option incentive plan was deliberated and adopted.
1、 Deliberated and passed the proposal on the purchase of major assets and related party transactions of the company meeting the conditions for the purchase of major assets;
2、 Deliberated and passed the proposal on the purchase of major assets of the company constituting related party transactions;
3、 The proposal on the company’s major asset purchase and related party transaction plan was deliberated and adopted one by one. (1) overview of the transaction plan; (2) Counterparty and underlying assets; (3) Pricing basis and transaction price; (4) The payment method and payment period of the ninth board of supervisors; (5) Source of funds;
On June 10, 2021, the fourth meeting in 2021 deliberated and adopted the proposal on Yunnan Baiyao Group Co.Ltd(000538) major asset purchase and related party transaction report (Draft) and its summary; 5、 Deliberated and passed the proposal on the compliance of this major asset purchase and related party transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies;
6、 Deliberated and passed the proposal that this major asset purchase and related party transaction does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies;
Meeting time meeting session deliberation proposal
7、 Deliberated and adopted the regulations on the purchase of major assets and related party transactions of the company
