Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Work report of the board of supervisors in 2021
1、 Work of the board of supervisors during the reporting period
In 2021, in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other regulations and requirements, the board of supervisors of the company earnestly performed its supervisory duties, scrupulously and diligently, actively carried out work, paid attention to the performance of the board of directors and senior managers of the company, and timely mastered the company’s finance, internal control and information disclosure, It has better safeguarded the legitimate rights and interests of the company and all shareholders. During the reporting period, the board of supervisors held nine meetings, as follows:
(I) on January 19, 2021, the 10th meeting of the 5th board of supervisors was held in writing, and the following proposals were considered and adopted:
1. Deliberating the proposal on adjusting the company’s 2020 non-public stock development plan;
2. Review the proposal on the company’s plan for non-public development of shares in 2020 (Second Revised Draft); 3. Review the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2020 (Second Revised Draft);
4. Deliberated the proposal on the risk prompt and return filling measures of the company’s diluted spot return of non-public development banks’ shares in 2020 and the commitments of relevant subjects (Second Revised Draft).
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on January 21, 2021 info. com. cn.。
(II) on March 28, 2021, the 11th meeting of the 5th board of supervisors was held by means of on-site and communication, and the following proposals were considered and adopted:
1. Review the work report of the board of supervisors for Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2020;
2. Review the Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2020 annual report and its summary; 3. Review the profit distribution plan for Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2020;
4. Review the Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2020 internal control self-evaluation report; 5. Deliberating the proposal on changes in accounting policies;
6. Deliberated the proposal on using its own idle funds to invest in financial products.
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on March 30, 2021 info. com. cn.。
(III) on April 19, 2021, the 12th meeting of the 5th board of supervisors was held by means of on-site and communication, and the following proposals were considered and adopted:
First quarter report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021.
The resolution of the meeting was exempted from announcement according to regulations, and the relevant proposals were published in China Securities Journal, securities times and cninfo.com on April 20, 2021 info. com. cn.。
(IV) on June 30, 2021, the 13th meeting of the 5th board of supervisors was held in the form of on-site and communication, and the following proposals were considered and adopted:
1. Deliberating the proposal on using raised funds to replace self raised funds invested in advance;
2. Deliberating the proposal on Amending the measures for the administration of raised funds;
3. Deliberating the proposal on using the raised funds to increase the capital of Chengdu subsidiary and implement the raised investment projects; 4. Deliberated the proposal on cash management of using some idle raised funds.
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on July 2, 2021 info. com. cn.。
(V) on July 25, 2021, the 14th meeting of the 5th board of supervisors was held in writing, and the following proposals were considered and adopted:
Proposal on repurchase of company shares.
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on July 26, 2021 info. com. cn.。
(VI) on August 20, 2021, the 15th meeting of the 5th board of supervisors was held on site, in writing and by communication, and the following proposals were considered and adopted:
1. Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 semi annual report and report summary;
2. Special report on the deposit and use of raised funds in the half year of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021.
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on August 24, 2021 info. com. cn.。
(VII) on September 5, 2021, the 16th meeting of the 5th board of supervisors was held in writing, and the following proposals were considered and adopted:
Proposal on increasing the amount of shares repurchased by the company.
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on September 7, 2021 info. com. cn.。
(VIII) on October 22, 2021, the 17th meeting of the 5th board of supervisors was held in writing, and the following proposals were considered and adopted:
1. Third quarter report of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021;
2. Proposal on withdrawing provision for asset impairment.
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on October 26, 2021 info. com. cn.。
(IX) on December 30, 2021, the 18th meeting of the 5th board of supervisors was held in writing, and the following proposals were considered and adopted:
Proposal on withdrawing provision for asset impairment.
The resolution announcement of the meeting was published in China Securities Journal, securities times and cninfo.com on January 4, 2022 info. com. cn.。
2、 Supervision of the board of supervisors on the following matters
(I) legal operation of the company
In 2021, the members of the board of supervisors conscientiously performed their duties by convening the board of supervisors, attending the meetings of the board of directors as nonvoting delegates and attending the general meeting of shareholders, actively participated in the discussion of major business decisions and the formulation of business policies of the company, comprehensively understood and mastered the overall operation of the company, the legitimacy of the company’s decisions, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the establishment and improvement of the company’s internal control system, directors The senior management has supervised the performance of their duties and believes that:
During the reporting period, the company has operated in accordance with the company law, securities law, articles of association and other relevant provisions, operated in accordance with the law and standardized operation, and all major decisions are scientific and reasonable, and the decision-making procedures are legal; The company’s internal management system has been effectively implemented and continuously improved; The board of directors of the company can earnestly implement the resolutions of the general meeting of shareholders and faithfully perform the obligation of good faith. The members of the special committees of the board of directors perform their duties in accordance with the rules of procedure of the special committees of the board of directors. The directors and senior managers are diligent and loyal in performing their duties, and there are no acts in violation of laws and regulations, the articles of association or damaging the interests of the company and all shareholders.
(II) check the financial situation of the company
During the reporting period, the board of supervisors carried out effective supervision and inspection on the company’s financial situation and considered that the company’s financial system was sound, the internal control system was perfect and the financial situation was good; The financial report truly, objectively and completely reflects the company’s financial situation and operating results. The standard unqualified audit report issued by Daxin Certified Public Accountants (special general partnership) is objective and fair.
(III) basic information of the company’s raised funds
During the reporting period, the company deposited and used the raised funds in strict accordance with the provisions and requirements of the Listing Rules of Shenzhen Stock Exchange and the company’s measures for the administration of raised funds. There was no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there was no case of illegal use of the raised funds. The actual investment projects of the company are consistent with the promised investment projects and meet the requirements of relevant laws and regulations. The special report on the storage and use of raised funds in 2021 prepared by the company truthfully reflects the storage and use of the company’s raised funds. (IV) acquisition and sale of assets
During the reporting period, the acquisition and sale of assets of the company fulfilled the necessary procedures, complied with the provisions of relevant laws and regulations and the articles of association, the relevant transactions met the needs of the company’s long-term development, and there was no situation damaging the interests of the company and minority shareholders.
During the reporting period, the company did not find any insider trading, and there was no damage to the rights and interests of some shareholders or loss of the company’s assets.
(V) related party transactions
During the reporting period, the company had no related party transactions.
(VI) external guarantee
The company has performed the necessary examination and approval procedures for external guarantees, which comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. The guarantee contents and decision-making procedures are legal and compliant, and there is no damage to the interests of the company and all shareholders, nor the loss of the company’s assets.
(VII) supervise the implementation of profit distribution policies and decision-making procedures of the board of directors
According to the articles of association and other relevant provisions, during the reporting period, the board of supervisors supervised the implementation of profit distribution policies and decision-making procedures of the board of directors, and held that:
The company’s profit distribution plan for 2020 is in line with the actual development of the company and the progress of non-public offering of shares, as well as the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association of the company, Full consideration has been given to the company’s operation, future development capital needs, implementation progress of non-public offering and reasonable investment return of shareholders; The formulation and decision-making procedures of the plan comply with the provisions of the company law and the articles of association, and there is no damage to the legitimate rights and interests of minority shareholders.
(VIII) opinions on the internal control self-evaluation report issued by the board of directors
The company has established a relatively perfect internal control system. The existing internal control system meets the needs of laws and regulations and the company’s current production and operation, and has been effectively implemented in operation and management. The self-evaluation report on internal control in Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 truly, comprehensively and objectively reflects the construction and operation of the company’s internal control system, and the board of supervisors has no objection to the self-evaluation report of the board of directors.
(IX) establishment and implementation of insider information management system and other systems by the company
The company has formulated the insider management system in accordance with relevant regulations and has been strictly implemented. During the reporting period, the company’s directors, supervisors, senior managers and other insiders strictly complied with the insider management system. The company and relevant personnel did not use insider information for illegal stock trading, nor were they investigated or rectified by the regulatory authorities.
The company attaches importance to the management of investor relations, formulates and strictly implements the investor relations management system and other relevant regulations. During the reporting period, the company continuously strengthened investor relations management, continuously improved information exchange channels and improved investors’ understanding of the company.
(x) special review opinions on the content and format of the company’s 2021 annual periodic report
The board of supervisors conducted a special audit on the content and format of the company’s 2021 annual periodic report. After review, the board of supervisors believes that the procedures for the preparation and review of the first quarter report, semi annual report, third quarter report, annual report and other periodic reports of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC and Shenzhen Stock Exchange, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) board of supervisors
March 29, 2002
