Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Work report of the board of supervisors in 2021
All shareholders of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd.:
In 2021 (hereinafter referred to as the “reporting period”), the board of supervisors of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as the “company”) conscientiously performed its supervisory duties, diligently performed its functions and powers, and supervised the company’s business decision-making procedures, production and operation activities Effectively supervised the financial situation and the performance of directors and senior managers of the company, promoted the standardized operation and healthy development of the company, and actively safeguarded the legitimate rights and interests of the company and all shareholders. The performance of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 8 meetings, including 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting is as follows:
(I) on March 26, 2021, the sixth meeting of the second session of the board of supervisors was held, which deliberated and adopted: 1. Proposal on the work report of the board of supervisors in 2020;
2. Proposal on 2020 financial final accounts report;
3. Proposal on 2020 profit distribution plan;
4. Proposal on the company’s self-evaluation report on internal control in 2020;
5. Proposal on the full text of the company’s 2020 annual report, report summary and 2020 annual performance announcement;
6. Proposal on the remuneration scheme of the company’s supervisors;
7. Proposal on the company’s employment of domestic accounting firms in 2021;
8. Proposal on the company’s employment of overseas accounting firms in 2021;
9. Proposal on confirmation of daily connected transactions and prediction of daily connected transactions in 2020;
10. Proposal on using some idle self owned funds to purchase financial products;
11. Proposal on confirmation of hedging product transactions in 2020 and estimation of hedging product transaction amount in 2021;
12. Proposal on repurchase and cancellation of some restricted shares;
13. Proposal on requesting the general meeting of shareholders to give general authorization to the board of directors to issue additional A shares and or H shares of the company;
14. Proposal on participating in private equity investment funds and related party transactions.
(II) on April 28, 2021, the seventh meeting of the second session of the board of supervisors was held, which deliberated and adopted: 1. Proposal on the company’s report for the first quarter of 2021.
(III) on June 9, 2021, the eighth meeting of the second session of the board of supervisors was held, which deliberated and adopted:
1. Proposal on the 2021 A-share restricted stock incentive plan (Draft) and its summary of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd;
2. Proposal on the management measures for the assessment of the implementation of the 2021 A-share restricted stock incentive plan of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd;
3. Proposal on verifying the list of incentive objects of the company’s 2021 A-share restricted stock incentive plan; 4. Proposal on repurchase and cancellation of some restricted shares;
5. Proposal on the employment of CITIC Lyon Securities Co., Ltd.
(IV) on July 14, 2021, the ninth meeting of the second board of supervisors was held, which deliberated and adopted: 1. Proposal on partner change and related party transaction of Ningbo Kangjun Zhongyuan equity investment partnership (limited partnership) to be invested.
(V) on July 27, 2021, the 10th meeting of the second board of supervisors was held, which deliberated and adopted: 1. Proposal on adjusting the grant price of A-share restricted stock incentive plan in 2021;
2. Proposal on granting restricted shares to incentive objects;
3. Proposal on participating in private equity investment fund and related party transactions of Beijing Junlian Huikang equity investment partnership (limited partnership).
(VI) on August 27, 2021, the 11th meeting of the second session of the board of supervisors was held, which deliberated and adopted: 1. Proposal on the full text of the company’s 2021 semi annual report, report summary and interim performance announcement. (VII) on October 27, 2021, the 12th meeting of the second session of the board of supervisors was held, which deliberated and adopted: 1. Proposal on the company’s report for the third quarter of 2021;
2. Proposal on capital increase and related party transactions of joint stock companies;
3. Proposal on signing the amended limited partnership agreement of Beijing Junlian Huikang equity investment partnership (limited partnership).
(VIII) on December 21, 2021, the 13th meeting of the second session of the board of supervisors was held, which deliberated and adopted:
1. Proposal on the achievement of the conditions for lifting the restrictions in the second period of the first grant of restricted shares and stock options incentive plan in 2019, but the shares will not be listed temporarily;
2. Proposal on repurchase and cancellation of some restricted shares;
3. Proposal on Amending the rules of procedure of the board of supervisors of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd;
4. Proposal on the proposed change of some voluntary commitments of the shareholding subject controlled by the actual controller of the company;
5. Proposal on hiring the company’s internal control audit institution in 2021.
2、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
During the reporting period, the board of supervisors of the company effectively supervised the convening procedures, resolution matters, decision-making process of the board of directors and the general meeting of shareholders, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the performance of the duties of the company’s directors and senior managers, the company’s internal control system and its legal compliance, and supervised the authenticity, accuracy, integrity and timeliness of disclosure of relevant announcement information, Continuously supervised the implementation of major decisions of the company and the daily standardized performance and full diligence of directors and senior managers.
The board of supervisors believes that the company’s work can be operated in strict accordance with the company law, the articles of association and other relevant laws and regulations, and the business decision-making is scientific and reasonable. We have improved the internal management and internal control system and established a good internal control mechanism. When performing their duties, the directors and senior managers of the company are diligent and dutiful, abide by national laws, regulations and the articles of association, safeguard the interests of the company, and have not found any illegal, illegal or damaging acts to the interests of the company.
(II) financial activities of the company
The board of supervisors of the company has inspected and supervised the company’s finance according to law. After inspection and audit, the board of supervisors believes that the company has a sound financial system, standardized financial operation and good financial condition; The company’s 2021 financial report complies with the relevant provisions of the accounting standards for business enterprises and the accounting system for business enterprises, and can objectively, truly and accurately reflect the company’s financial situation and operating results.
(III) sale and acquisition of assets by the company
During the reporting period, the company did not sell major assets.
During the reporting period, the company obtained kangruitai (Zhanjiang) Biotechnology Co., Ltd., Zhaoqing chuangyao Biotechnology Co., Ltd., Enyuan Pharmaceutical Technology (Beijing) Co., Ltd., detaimai (Hangzhou) Pharmaceutical Technology Co., Ltd. and its subsidiaries detaimai (Shanghai) Pharmaceutical Technology Co., Ltd., detaimai (Wuhan) Pharmaceutical Technology Co., Ltd Under the control of Beijing detaimai Pharmaceutical Technology Co., Ltd. and pharmaron Biology (UK) Ltd., the company’s capital expenditure for extension M & A is 1436944 million yuan. The above mergers and acquisitions have fulfilled the relevant review procedures. Through the above mergers and acquisitions, the company has further improved its international service platform and focused on the development of the company’s new business, providing new impetus for the company’s medium and long-term development.
(IV) related party transactions of the company
The board of supervisors of the company paid attention to the transactions between the company and related parties, supervised and verified the related party transactions occurred during the reporting period in accordance with the requirements of the articles of association and related party transaction management system, and held that:
The decision-making procedures of the company’s daily related party transactions in 2021 comply with the provisions of the company law and other laws, regulations and normative documents, the articles of association and the management system of related party transactions; The transaction pricing follows the principles of fairness and reasonableness, and there is no case of manipulating the company’s profits through related party transactions or damaging the interests of the company and shareholders.
During the reporting period, the company participated in the private equity funds of Ningbo Kangjun Zhongyuan equity investment partnership (limited partnership) and Beijing Junlian Huikang equity investment partnership (limited partnership) established by related parties. Through participating in the investment funds managed by professional investment institutions, relying on the ability and experience of investment fund partners as professional investment institutions, the company made full use of the advantages of project collection, research and judgment of all parties in the industry, Enlarge the company’s investment capacity, reduce the company’s industry M & a risk, actively grasp the good opportunities in industrial development, accelerate the realization of the company’s strategic objectives, improve the company’s future profitability, and jointly promote the coordinated development of the medical and health industry. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(V) external guarantees of the company and funds occupied by related parties
After verification, the board of supervisors held that during the reporting period, the company did not have illegal guarantee and overdue guarantee, nor did it have funds occupied by related parties.
(VI) internal control of the company
The company has formulated and effectively implemented the company’s internal control system in combination with the needs of the industry characteristics, the company’s scale and the actual situation of production and operation, improved the company’s internal control organization, ensured the normal operation of the company’s business activities, prevented operational risks and protected the safety and integrity of the company’s assets; The company’s internal control system is perfect, and there are no major defects in the company’s internal control on the whole. The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system, and meets the requirements of relevant national laws and regulations and the articles of association.
3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to strictly perform the duties entrusted to the board of supervisors by the company law, the securities law and other laws and regulations, urge the company to further improve the standardized operation level, improve the corporate governance structure, work hard to protect the legitimate rights and interests of the company and shareholders, and focus on the following three aspects:
(I) strengthen self-study, actively participate in the training organized by the regulatory authorities and improve professional quality, so as to further enhance the working ability and efficiency of the company’s board of supervisors and promote the standardized operation of the company.
(II) strengthen supervision and inspection to prevent business risks. Supervise the financial operation of the company through regular understanding and review of financial reports; We will continue to strengthen the supervision of major matters such as the company’s internal control, related party transactions, the diligent performance of directors and senior managers, timely prompt the risks found in the supervision and report to relevant units and departments.
(III) cooperate with internal and external audit institutions, communicate with them in time and understand regulatory information in an all-round way. Strengthen the audit and management of financial accounting, carefully check the financial statements, carry out special verification on important subjects, strengthen the awareness of risk prevention, and promote the further improvement of the company’s financial management level.
Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. board of supervisors March 25, 2022
