Securities code: Cansino Biologics Inc(688185) securities abbreviation: Cansino Biologics Inc(688185) Announcement No.: 2022016 Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
Announcement of resolutions of the 11th meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as “the company”) held the 11th meeting of the second board of supervisors in the company’s conference room on March 25, 2022 in the form of on-site and communication. The notice of the meeting has been sent to all supervisors by e-mail 10 days before the meeting. The meeting was presided over by Li Jiangfeng, chairman of the board of supervisors. There were 3 supervisors and 3 actual supervisors. The convening, convening and voting procedures of the meeting comply with the company law of the people’s Republic of China and other laws and regulations and normative documents, as well as the provisions of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) articles of association, which are legal and effective. 2、 Deliberation at the meeting of the board of supervisors
After deliberation and voting one by one by the supervisors present at the meeting, the resolution is as follows:
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on annual report and summary of 2021
The board of supervisors believes that the preparation and review procedures of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company’s 2021 annual report and its summary prepared in accordance with the requirements of relevant laws and regulations in China, as well as the annual performance announcement for the year ended December 31, 2021 and 2021 annual report (hereinafter collectively referred to as “2021 annual report”) prepared in accordance with the requirements of relevant laws and regulations in Hong Kong are standardized, legal and in line with laws, regulations The articles of association and supervision are. All members of the board of supervisors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company in 2021 and its summary.
After the proposal is considered and approved by the board of supervisors, the 2021 annual report prepared in accordance with the requirements of relevant laws and regulations in Hong Kong and the 2021 annual report of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company and its summary prepared in accordance with the requirements of relevant laws and regulations in China need to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on financial final accounts report and financial audit report in 2021. Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company’s 2021 annual internal control evaluation report
The board of supervisors believes that the 2021 internal control evaluation report of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company comprehensively, truly and objectively reflects the construction, operation and supervision of the company’s internal control system. The company’s existing internal control system has been basically sound and can be effectively implemented, can meet the requirements of the company’s management and the needs of enterprise development, and can provide a reasonable guarantee for the preparation of true and fair financial statements.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company in 2021 disclosed.
(V) deliberated and passed the proposal on the company’s corporate social responsibility report in 2021
The board of supervisors believes that in 2021, the company adheres to the business philosophy of sustainable development, strives to promote the construction of corporate social responsibility, actively performs social responsibility through practice in the fields of operation, environment and social responsibility, and makes contributions to scientific research and innovation, enabling industries and combating epidemic diseases.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Corporate social responsibility report of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company in 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on profit distribution plan for 2021
The board of supervisors believes that the company’s profit distribution plan for 2021 fully considers the company’s profitability, cash flow and capital demand plan, and combines the current development stage, long-term development plan and reasonable return plan for shareholders. There is no situation damaging the interests of shareholders, which is conducive to the sustainable and stable development of the company and in line with the provisions of relevant laws, regulations and the articles of association.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on the profit distribution plan of 2021 (Announcement No.: 2022017) disclosed.
(VII) deliberated and passed the proposal on hiring domestic and foreign audit institutions and internal control audit institutions in 2022
The board of supervisors believes that Deloitte Touche Tohmatsu (special general partnership) and Deloitte guanhuang Chenfang certified public accountants have sufficient independence, professional ability of audit services and investor protection ability, and are competent for the annual audit of the company. The company continues to hire Deloitte Touche Tohmatsu (special general partnership) as the domestic audit institution and internal control audit institution in 2022 Deloitte’s CPA Guan Huang Chenfang’s behavior in 2022 is conducive to ensuring the quality of the company’s audit work, and there is no damage to the interests of the company and all shareholders. Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on renewing the appointment of accounting firms (Announcement No.: 2022018).
(VIII) the proposal on the remuneration of senior managers in 2021 and 2022 was deliberated and passed. The board of supervisors held that the remuneration scheme of senior managers in 2021 and 2022 was helpful to improve the management level of the company, establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm and creativity of senior managers, and create greater benefits for the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue A-Shares and / or H shares in general
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(x) the proposal on requesting the general meeting of shareholders to give the board of directors general authorization to repurchase H shares was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders and the general meeting of class shareholders for deliberation.
（11） The proposal on requesting the general meeting of shareholders to give general authorization to the board of directors to repurchase A-Shares was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders and the general meeting of class shareholders for deliberation.
（12） The proposal on general authorization of issuing domestic and foreign debt financing instruments was deliberated and adopted. The voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（13） The proposal on adding / renewing bank credit line in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（14） The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted
The board of supervisors believes that the deposit and use of the company’s raised funds in 2021 comply with the provisions of laws and regulations such as the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the management system for raised funds of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) companies; The company has made special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with the information disclosed by the company. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of using the raised funds in violation of regulations.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022019). （15） The proposal on using idle self owned funds for cash management was deliberated and adopted
The board of supervisors believes that the company’s idle self owned funds with a limit of no more than RMB 4 billion are used for cash management, and the contents and review procedures comply with the provisions of relevant laws, regulations, rules and other normative documents, such as the Listing Rules of Shanghai Stock Exchange science and Innovation Board, the rules for the listing of securities on the stock exchange of Hong Kong Limited, etc, Moreover, the company’s use of idle self owned funds for cash management this time is to ensure the safety of funds, the legal and compliance of operation and the daily operation will not be affected. There is no damage to the interests of the company’s shareholders, especially the interests of minority shareholders. It is in line with the interests of the company and all shareholders, and is conducive to improving the efficiency of the company’s use of funds and obtaining good capital returns.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on cash management with idle self owned funds (Announcement No.: 2022020).
（16） Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The board of supervisors held that: the company predicted the transactions with Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries in 2022 by referring to the related party transaction procedures. The transactions between the company and Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries were based on normal production and business operations. The company carried out in accordance with the principles of fairness, impartiality and openness, followed the market fair price as the pricing principle, and did not harm the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022021).
（17） Deliberated and adopted the proposal on developing foreign exchange hedging business
The board of supervisors held that: the purpose of the company’s foreign exchange hedging business is to effectively avoid the risks in the foreign exchange market, prevent the adverse impact of exchange rate fluctuations on the company’s operating performance, improve the efficiency of the use of foreign exchange funds and reasonably reduce financial expenses. The company has established relevant approval procedures and risk control system. The procedures for this review of the matter are legal and comply with the provisions of relevant laws and regulations; The company’s Hedging Business complies with relevant regulations and does not harm the interests of listed companies and shareholders; The board of supervisors agrees that the company shall carry out hedging business according to the actual operation.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on carrying out foreign exchange hedging business (Announcement No.: 2022022).
（18） The board of supervisors considered and passed the proposal on Abolishing Some granted but not yet vested restricted shares. The board of supervisors held that the cancellation of some restricted shares met the relevant provisions of the measures for the administration of equity incentive of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the company’s 2021 restricted stock incentive plan (Draft), and there was no damage to the interests of shareholders, The board of supervisors agrees that the company shall cancel some restricted shares that have been granted but not yet vested.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on canceling some restricted shares granted but not yet vested (Announcement No.: 2022023). It is hereby announced.
Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) board of supervisors March 28, 2022
