Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022033
Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Announcement of resolutions of the 7th Meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company" or " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ") the notice of the seventh meeting of the seventh board of supervisors was sent to all supervisors by telephone and e-mail on March 28, 2022. Ms. Zheng CHANGPENG attended the 7th Meeting of the board of supervisors by means of communication, and Mr. Zheng CHANGPENG attended the 7th Meeting of the board of supervisors by means of communication. The meeting was held in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions made were legal and effective.
The meeting was presided over by Mr. Wan Peng, chairman of the board of supervisors of the company. The supervisors attending the meeting deliberated and voted on the following proposals and formed the following resolutions:
1、 The 2021 work report of the board of supervisors was reviewed and adopted with 3 votes in favor, 0 against and 0 abstention
See the relevant parts of the company's 2021 annual report for the work report of the board of supervisors of the company. See the full text of the report on the company's designated information disclosure website cninfo (www.cn. Info. Com. CN.).
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on reviewing the annual report and summary of the company in 2021 was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention
The board of supervisors carefully examined the audited 2021 annual financial report and other relevant materials prepared by the board of directors to be submitted to the general meeting of shareholders for deliberation. After review, the board of supervisors believes that the procedures of Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 annual report and summary prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the relevant reports truly, accurately and completely reflect the actual situation of the listed company, without any false records, misleading statements or major omissions.
3、 The proposal on reviewing the company's self-evaluation report on internal control in 2021 was considered and adopted by 3 votes in favor, 0 against and 0 abstention
The board of supervisors of the company believes that the company has established a relatively perfect corporate governance structure and relevant internal control system in accordance with the provisions of the basic norms of enterprise internal control and other internal control supervision requirements. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system. See cninfo (www.cn. Info. Com. CN), the company's designated information disclosure website, for details of the 2021 internal control self-evaluation report.
4、 The proposal on Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision) and its summary was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions
After examination, the board of supervisors considered that the contents of the Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision) and its abstract were in line with the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 - business handling The provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 10 - share change management. The implementation of the company's restricted stock incentive plan in 2021 will be conducive to the sustainable development of the company. There is no obvious damage to the interests of the company and all shareholders, and there is no violation of relevant laws and administrative regulations.
For details of Sichuan Kelun Pharmaceutical Co.Ltd(002422) 2021 restricted stock incentive plan (Draft) (Second Revision) and its abstract, please refer to cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 With 3 affirmative votes, 0 negative votes and 0 abstention, the proposal on verifying the list of incentive objects of the company's restricted stock incentive plan in 2021 (after adjustment) was deliberated and adopted
After examination, the board of supervisors believes that the persons listed in the list of incentive objects of the company's restricted stock incentive plan in 2021 have the qualifications specified in the company law, securities law and other laws, regulations, normative documents and the articles of association, and do not have the following circumstances described in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures"):
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The relevant incentive objects meet the incentive object conditions specified in the management measures and the scope of incentive objects specified in the company's 2021 restricted stock incentive plan (Draft) (Second Revision), and their qualification as the incentive object of the company's restricted stock incentive plan is legal and effective.
The company will publicize the names and positions of incentive objects within the company through the company's website or other channels before the general meeting of shareholders. The publicity period is 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of their publicity five days before the general meeting of shareholders deliberates the relevant proposals of the restricted stock incentive plan in 2021.
The list of incentive objects of the company's restricted stock incentive plan in 2021 (after adjustment) is detailed in cninfo.com (www.cn. Info. Com. CN), the designated information disclosure media of the company.
6、 With 3 votes in favor, 0 against and 0 abstention, the proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted
The board of supervisors of the company believes that since the company's investment projects with raised funds have a certain construction period, some of the funds raised will be idle during the completion of the project. Without affecting the normal progress of the construction of the investment projects with raised funds, using some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds, reducing financial expenses and reducing the operating cost of the company, Meet the needs of the company's business development for working capital, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
Therefore, the board of supervisors agreed to use the idle raised funds to supplement the working capital temporarily.
For details of the announcement on temporarily replenishing working capital with some idle raised funds, please refer to the company's designated information disclosure website, http://www.cn.info.com.cn.
7、 With 3 affirmative votes, 0 negative votes and 0 abstention, the proposal on using bank acceptance bills to pay the funds of raised investment projects and replacing them with the raised funds was deliberated and adopted
The board of supervisors of the company believes that the use of bank acceptance bills by the company and its subsidiaries to pay the funds involved in the raised investment projects will help accelerate the turnover speed of the company's bills, reasonably improve the payment methods of the raised investment projects, reduce the company's financial costs, improve the use efficiency of the raised funds, meet the interests of the company and shareholders, and will not affect the normal implementation of the raised investment projects of the company, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. Therefore, the board of supervisors agreed to use the bank acceptance bill to pay the fund of the raised investment project and replace it with the raised fund in the same amount.
For details of the announcement on using bank acceptance bills to pay the funds of raised investment projects and replacing them with the raised funds in the same amount, please refer to the company's designated information disclosure website cninfo.com.cn.
8、 The proposal on Amending the rules of procedure of the board of supervisors was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention
According to the newly revised Securities Law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws and regulations, normative documents, the business rules of Shenzhen Stock Exchange and the relevant provisions of the articles of Association, the company has revised the relevant provisions of the rules of procedure of the board of supervisors.
The revised rules of procedure of the board of supervisors are published on the company's designated information disclosure website cninfo.com.cn on April 11, 2022 Rules of procedure of the board of supervisors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Documents for future reference: resolutions of the 7th Meeting of the 7th board of supervisors signed and confirmed by the supervisors of the company.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) board of supervisors April 11, 2022
