Securities code: Honz Pharmaceutical Co.Ltd(300086) securities abbreviation: Honz Pharmaceutical Co.Ltd(300086) Announcement No.: 2022022 Honz Pharmaceutical Co.Ltd(300086)
Work report of the board of supervisors in 2021
During the reporting period, all members of the board of supervisors sincerely performed their duties entrusted by the articles of association to safeguard the interests of the company and shareholders in accordance with the company law of the people's Republic of China, Honz Pharmaceutical Co.Ltd(300086) articles of association, rules of procedure of Honz Pharmaceutical Co.Ltd(300086) board of supervisors and other relevant provisions. The specific work report is as follows:
1、 Work of the board of supervisors
During the reporting period, the board of supervisors of the company held 9 meetings, participated in 1 general meeting of shareholders and attended 10 meetings of the board of directors as nonvoting delegates. The meetings of the board of supervisors are as follows:
（1） On April 2, 2021, the company held the 9th meeting of the 5th board of supervisors, deliberated and passed the following proposal: proposal on Amending Honz Pharmaceutical Co.Ltd(300086) phase I employee stock ownership plan and its summary.
（2） On April 22, 2021, the company held the 10th meeting of the 5th board of supervisors, deliberated and adopted the following proposals: 1 Work report of the board of supervisors in 2020;
2. 2020 annual report and summary;
3. The company's 2020 financial statement report;
4. 2020 profit distribution plan of the company;
5. Special report on the deposit and use of the company's raised funds in 2020;
6. Self evaluation report on internal control in 2020;
7. Proposal on daily connected transactions expected in 2021;
8. Proposal on applying for comprehensive credit line from financial institutions.
（3） On April 27, 2021, the company held the 11th meeting of the 5th board of supervisors, deliberated and adopted the following proposals:
Full text of the company's report for the first quarter of 2021.
（4） On June 7, 2021, the company held the 12th meeting of the 5th board of supervisors, deliberated and adopted the following proposals:
1. Proposal on employing the company's audit institution in 2021;
2. Proposal on meeting the performance commitments of Yunnan Jiuzhou hospital Co., Ltd., Kunming and Wanjia maternity hospital Co., Ltd. from 2018 to 2020;
3. Proposal on adjusting performance commitment plan and signing relevant supplementary agreements and related party transactions of Hainan Hongshi Investment Co., Ltd.
（5） On June 18, 2021, the company held the 13th meeting of the 5th board of supervisors, deliberated and adopted the following proposals:
1. Proposal on the company selling 100% shares of Guangdong Kangzhi Hospital Management Co., Ltd. and indirectly transferring 51% shares of Yunnan Jiuzhou hospital Co., Ltd. and Kunming hewanjia maternity hospital Co., Ltd;
2. Proposal on signing strategic cooperation framework agreement between the company and Jinxin Reproductive Medical Group Co., Ltd; 3. Proposal on providing guarantee for wholly-owned subsidiaries of the company.
(VI) on August 26, 2021, the company held the 14th meeting of the 5th board of supervisors, deliberated and adopted the following proposals: 1 Semi annual report of the company in 2021 and its summary;
2. Special report on the deposit and actual use of the company's raised funds in the half year of 2021.
(VII) on October 27, 2021, the company held the 15th meeting of the 5th board of supervisors, deliberated and adopted the following proposals:
Third quarter report of the company in 2021.
(VIII) on November 1, 2021, the company held the 16th meeting of the 5th board of supervisors, deliberated and adopted the following proposal: proposal on canceling some stock options of 2018 stock option incentive plan.
(IX) on November 23, 2021, the company held the 17th meeting of the 5th board of supervisors, deliberated and adopted the following proposals:
Proposal on terminating the issuance of A-Shares to specific objects.
2、 Opinions of the board of supervisors on relevant matters in 2021
During the reporting period, the members of the board of supervisors of the company earnestly performed their duties, actively carried out their work, attended all previous board meetings as nonvoting delegates, and conducted a series of supervision and audit activities on the standardized operation, financial status, foreign investment and use of funds of the company. After careful study, the board of supervisors of the company issued the following opinions:
(I) legal operation of the company
During the reporting period, the company was able to carry out standardized operation in accordance with the company law, the articles of association and relevant national policies and regulations, and the company was not found to have any illegal behavior or damage the interests of shareholders. The decision-making procedure of the company is legal, and a relatively perfect internal control system has been established. The directors and senior managers of the company shall abide by the provisions of national laws and regulations, the articles of association and internal systems when performing their duties, and the relevant information disclosure shall be timely and accurate. The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company and shareholders when performing their duties.
(II) check the company's financial situation
The members of the board of supervisors carefully listened to the special report of the company's financial director, and inspected and supervised the company's financial status, financial management and operating results in 2021 by reviewing the company's annual report and the audit report of the accounting firm. The board of supervisors believes that the company has sound financial system, standardized financial operation and good financial condition. The financial report of 2021 objectively, accurately and completely reflects the financial status and operating results of the company. The audit opinions issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and the evaluation of relevant matters are objective and fair.
(III) use of funds raised by the company
The board of supervisors inspected the use and management of the company's raised funds during the reporting period and held that:
The company used and managed the raised funds in strict accordance with the requirements of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association and the measures for the management of raised funds of the company. There was no illegal use of the raised funds, and the investment direction and purpose of the raised funds of the company were not changed. The special report on the deposit and use of raised funds in 2021 prepared by the board of directors truly, accurately and completely reflects the company's matters on the deposit and use of raised funds in 2021. The board of directors and senior managers of the company have performed legal procedures in strict accordance with the requirements of relevant laws, administrative regulations, normative documents and relevant systems of the company, and timely disclosed the details to the majority of investors without false records Misleading statements or material omissions.
(IV) acquisition and sale of assets
During the reporting period, the company sold 100% shares of Guangdong Kangzhi Hospital Management Co., Ltd. and indirectly transferred 51% shares of Yunnan Jiuzhou hospital Co., Ltd. and Kunming hewanjia maternity hospital Co., Ltd. through deliberation and approval of the board meeting, and the transaction has been completed.
This transaction is in line with the business development of the company. The transaction is priced based on the market evaluation price. The pricing is fair and reasonable. There is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. During the reporting period, the company's acquisition and sale of assets did not have interest preference and insider trading, nor did it harm the interests of the company and other shareholders.
(V) related party transactions
The board of supervisors checked the related party transactions during the reporting period. After verification, the board of supervisors believed that the related party transactions of the company followed the principles of market pricing and mutually beneficial and win-win transactions, and met the actual needs of production and operation of both parties and the principles of voluntariness, fairness and rationality; The decision-making procedures of the related party transactions of the company comply with the provisions of relevant laws and regulations and the articles of association, the price of the related party transactions is fair, and there is no situation that damages the interests of the company and non related shareholders; The company has no significant dependence on related parties, and related party transactions have no significant impact on the company's financial status and operating results.
(VI) external guarantee and funds occupied by related parties
Through the verification of the company's external guarantee and the occupation of funds by related parties in 2021, the board of supervisors believes that during the reporting period, the company did not have any illegal external guarantee and the occupation of funds by related parties, and there was no damage to the interests of the company and all shareholders.
(VII) opinions on self-evaluation report of internal control
According to the guidelines on internal control of listed companies and the articles of association of Shenzhen Stock Exchange, the board of supervisors of the company reviewed the self-evaluation report on internal control in 2021 and issued the following audit opinions:
The board of supervisors believes that the company's current internal control system meets the requirements of relevant laws and regulations and the actual needs of the company's production and operation management, and can be effectively implemented. The establishment of the internal control system has played a good role in risk prevention and control of all links of the company's production and operation management. 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.
(VIII) establishment and implementation of insider information management system by the company
The company has formulated the company's insider registration system, information disclosure management system, external information user management system and other relevant regulations, and can do a good job in the insider registration and information management of each link of information transmission, preparation, review and disclosure in strict accordance with the procedures specified in the system.
At the same time, the company actively carried out internal training on insider information management, issued the "notice on banning the trading of company shares in sensitive periods" to the directors and supervisors of the company in advance in sensitive periods, strengthened the awareness of confidentiality and reporting of insider information, timely reminded insiders of insider information to pay attention to the confidentiality of insider information, and did not use insider information to obtain illegal benefits. During the reporting period, no insider of the company was found to use the insider information to buy and sell the company's shares before the disclosure of major sensitive information affecting the company's share price. During the reporting period, the company also did not receive the relevant investigation and rectification notice from the regulatory authorities.
(IX) review opinions of the board of supervisors on the company's 2021 Annual Report
In accordance with Article 82 of the securities law of the people's Republic of China and the relevant provisions of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 - the content and format of annual report, the annual report of 2021 prepared by the board of directors was carefully reviewed, and the following written review opinions were put forward: the procedures for the preparation and review of the company's annual report of 2021 by the board of directors comply with laws, regulations and relevant provisions of the CSRC, The report truthfully, accurately and completely reflects the actual operation of the company in 2021, and there are no false records, misleading statements or major omissions.
The work of this board of supervisors has been strongly supported by shareholders, directors and management team. I would like to express my heartfelt thanks!
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Honz Pharmaceutical Co.Ltd(300086)
Board of supervisors
April 6, 2022
