Betta Pharmaceuticals Co.Ltd(300558)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as the “company”) performed its duties in strict accordance with the provisions of the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other internal rules and regulations of the company, gave full play to the supervisory function of the board of supervisors, and carried out supervision on the company’s production and business activities, major events, related party transactions, financial status and directors The supervision of senior managers on the performance of their duties has played a positive role in promoting the standardized operation and healthy development of the company, and effectively safeguarded the legitimate rights and interests of shareholders, the company and employees. The main work report of the board of supervisors in 2021 is as follows: I. work of the board of supervisors
During the reporting period, the board of supervisors of the company held 10 meetings in total. The convening, convening, decision-making procedures and voting results of the meeting of the board of supervisors were in line with the provisions of the company law and the articles of association. The details are as follows:
Proposal on meeting time
1. Proposal on the company issuing H shares, listing on the main board of the stock exchange of Hong Kong Limited and converting into an overseas offering company limited by shares
2. Proposal on the plan for the company to issue H shares and list on the main board of the stock exchange of Hong Kong Limited
3. Proposal on the validity period of the company’s resolution on Issuing H shares and Listing 4 Proposal on special report on the use of previously raised funds
The third board of supervisors 5 Proposal on the use plan of funds raised by the company’s issuance of H shares the 11th meeting 2021 / 1 / 5 6 Proposal on the distribution plan of accumulated profits before the company issues H shares and goes public
7. Proposal on Amending the rules of procedure of the board of supervisors of Betta Pharmaceuticals Co.Ltd(300558) Co., Ltd. in accordance with the requirements of H-share listed companies
8. Proposal on the prediction of the company’s daily connected transactions
9. Proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
10 proposal on using idle raised funds for cash management
1. Work report of the board of supervisors in 2020
2. Financial statement report of 2020
3. Full text and summary of 2020 Annual Report
The third session of the board of supervisors 2020 profit distribution plan
Twelfth Meeting 5 Special report on the deposit and use of raised funds in 2020 6 Self evaluation report on internal control in 2020
7. Proposal on the company’s reappointment of accounting firm in 2021
8. Proposal on purchasing principal guaranteed financial products with idle self owned funds
1. Report for the first quarter of 2021
2. Proposal on adjusting the exercise price of stock options in the company’s 2018 stock option incentive plan
3. Proposal on canceling the rights granted to the third session of the board of supervisors and adjusting the list of incentive objects and the number of options in the company’s 2018 stock option incentive plan
13th meeting 2021 / 4 / 28 4 Proposal on the company’s 2018 (phase I) stock option incentive plan to grant the exercisable right of stock option in the third exercise period for the first time
5. Proposal on the company’s 2018 (phase II) stock option incentive plan to grant the exercisable right of stock option in the second exercise period for the first time
6. Proposal on the Exercisability of reserved options in the first exercise period of the company’s 2018 (phase II) stock option incentive plan
On May 19, 2021, the third session of the board of supervisors proposed to cancel the option granted at the 14th meeting of the company’s 2018 (phase I) stock option incentive plan for the first time and the option not exercised at the second exercise expiration
Proposal on investing in double rainbow Biosciences, Inc. and the 15th meeting of related party transactions (August 5, 2021) of the third board of supervisors
The 16th meeting of the third board of supervisors on the proposal on the full text and summary of the company’s 2021 semi annual report on August 9, 2021
1. Proposal on Betta Pharmaceuticals Co.Ltd(300558) 2021 restricted stock incentive plan (Draft) and its summary
The third board of supervisors 2021 / 9 / 2 2 Proposal on the management measures for the implementation of incentive plan of the 17th meeting of restricted stock incentive in Betta Pharmaceuticals Co.Ltd(300558) 2021
3. Proposal on verifying the list of incentive objects of Betta Pharmaceuticals Co.Ltd(300558) 2021 restricted stock incentive plan
1. Proposal on adjusting the list of objects and the number of awards granted to the third board of supervisors on September 27, 2021 for the first time under the restricted stock incentive plan in 2021
The 18th meeting 2. Proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 for the first time
Proposal on the full text of the company’s report for the third quarter of 2021 issued by the third board of supervisors on October 26, 2021
19th Meeting
The third board of supervisors 2021 / 12 / 28 1 Proposal on the 20th annual meeting of related parties 2021.2 Proposal on the prediction of the company’s daily connected transactions in 2022
2、 Supervision and inspection of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
During the reporting period, all supervisors of the company were diligent and conscientious, actively expressed their opinions on various proposals submitted to the board of supervisors for deliberation, supervised the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the performance of directors and senior managers and the implementation of the company’s management system, and fully performed the duties of supervisors.
The board of supervisors believes that the company operates in strict accordance with relevant laws, regulations and the articles of association, the decision-making procedures are legal, all resolutions can be effectively implemented, and the internal control system is perfect; The directors and senior managers of the company are devoted to their duties, diligent and responsible, and have no acts in violation of national laws, regulations and the articles of association, nor any acts damaging the interests of the company and the rights and interests of all shareholders.
2. Financial situation of the company
During the reporting period, the board of supervisors checked and supervised the company’s financial system, financial management and financial status according to law, carefully reviewed the company’s periodic reports and audit reports submitted by accounting firms, and issued audit opinions on each periodic report. The board of supervisors believes that the company has sound financial system, standardized financial operation and good financial condition. The procedures for the preparation and deliberation of the company’s financial report comply with laws, administrative regulations and the provisions of the CSRC. There are no major omissions and false records in the accounting. The financial report truly and objectively reflects the company’s financial status and operating results. The standard unqualified audit report issued by Lixin certified public accountants is objective and fair.
3. Use of funds raised by the company
The board of supervisors inspected the use and management of the raised funds during the reporting period and believed that the company managed and used the raised funds in strict accordance with relevant laws and regulations and the relevant provisions of Betta Pharmaceuticals Co.Ltd(300558) raised funds management system, and there was no illegal use of the raised funds, nor did it change the use of the raised funds in a disguised form.
4. Occupation of funds by controlling shareholders and other related parties and external guarantee of the company
The board of supervisors inspected the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties during the reporting period, and considered that during the reporting period, the capital transactions between the company and related parties were normal operating capital transactions, and the company’s controlling shareholders and other related parties did not occupy the company’s funds, nor did they occupy the funds in previous years that continued to the reporting period; The company does not provide guarantee for controlling shareholders, actual controllers and other related parties, unincorporated units or individuals; As of the end of the reporting period, the company had no guarantee for its holding subsidiaries.
5. Related party transactions of the company
The related party transactions of the company conform to the interests and actual needs of the company. The decision-making procedures of related party transactions comply with relevant laws and regulations, the articles of association, Betta Pharmaceuticals Co.Ltd(300558) related party transaction decision-making system and other internal rules and regulations of the company. The transaction follows the general commercial terms, the price of related party transactions follows the market-oriented principle, the pricing is fair, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
6. Equity incentive
During the reporting period, the board of supervisors supervised and reviewed the implementation of the company’s 2018 stock option incentive plan. The adjustment, cancellation and exercise of equity incentive comply with the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents and the relevant provisions of the company’s equity incentive plan (draft).
The draft of the company’s restricted stock incentive plan in 2021 and the implementation of assessment management measures were reviewed, and the list of incentive objects granted for the first time was checked. It was considered that the formulation of the plan, the setting of assessment indicators and the review process were in line with relevant regulations, and the personnel on the incentive list were in line with the conditions of incentive objects specified in relevant laws and the scope of incentive objects specified in the incentive plan.
7. Establishment and implementation of insider information management system by the company
The company strictly implements the Betta Pharmaceuticals Co.Ltd(300558) insider information insider registration management system. During the reporting period, the company truthfully, accurately, timely and completely registered insiders in strict accordance with relevant systems, strictly controlled the scope of insiders, standardized the transmission process of insider information, and filed insider information with Shenzhen Stock Exchange. During the reporting period, the company did not disclose insider information and insider information trading, which effectively safeguarded the legitimate rights and interests of investors.
8. Internal control and risk control of the company
The board of supervisors reviewed the system construction and implementation of the company’s internal control and risk control, and the company’s control self-evaluation report prepared by the board of directors, and believed that the company had established a reasonable and effective internal control system and monitored the management risk, operation risk and investment risk in the company’s operation in strict accordance with relevant systems. The company carries out internal control evaluation according to the enterprise internal control standard system, and continuously improves and optimizes the company’s internal control system to adapt to the changing external environment and the requirements of internal management. The 2021 internal control self evaluation report issued by the internal control department comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system. 3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors will continue to earnestly perform the rights and obligations conferred by the company law, the securities law and other laws and regulations, as well as the articles of association and other internal rules and regulations of the company. At the same time, it will not forget to strengthen the study of new regulatory regulations, improve the ability to supervise the performance of duties, and urge the standardized operation of the company and promote the healthy and sustainable development of the company based on the principle of being responsible to all shareholders.
Betta Pharmaceuticals Co.Ltd(300558) board of supervisors
