Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
Work report of the board of supervisors in 2021
1、 Work of the board of supervisors during the reporting period
1. Composition of the board of supervisors
The company has a board of supervisors consisting of three supervisors (one of whom is the employee representative supervisor), and the board of supervisors has a chairman of the board of supervisors. The term of office of the Fifth Board of supervisors begins on August 31, 2020.
2. Performance of supervisors
During the reporting period, the board of supervisors earnestly performed its supervisory function in accordance with the provisions of the company law and the articles of association. Members of the board of supervisors attended all previous meetings of the board of supervisors to consider various proposals; Attend the general meeting of shareholders and accept questions from shareholders and their representatives; Attend the meetings of the board of directors as nonvoting delegates, supervise the matters considered by the board of directors, verify the major matters of the company, supervise the operation and management, financial status, performance of directors and senior managers, promote the standardized operation of the company and safeguard the rights and interests of the company and all shareholders.
2、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 5 meetings, and the meetings were as follows:
1. The fourth meeting of the 5th board of supervisors was held on the afternoon of March 29, 2021 by means of on-site and communication. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Mr. Zheng Zehui, chairman of the board of supervisors. With 3 votes in favor, 0 against and 0 abstention, the following proposals were considered and adopted at the meeting:
(1) Work report of the board of supervisors in 2020
(2) , 2020 annual report and its abstract, H-share 2020 performance announcement, H-share 2020 annual report, 2020 corporate governance report, 2020 environmental, social and Governance Report (3) 2020 financial final accounts report
(4) 2020 profit distribution plan
(5) Shareholder return plan for the next three years (20212023)
(7) Self evaluation report on internal control in 2020 and self inspection form for the implementation of internal control rules (8) proposal on applying for credit line and providing guarantee from banks in 2021
(9) Proposal on using some idle H-share raised funds to purchase financial products and carry out cash management
(10) Proposal on carrying out foreign exchange derivatives trading in 2021
The resolution announcement of the meeting was published in the information disclosure media on March 30, 2021: securities times, China Securities News, Shanghai Securities News, securities daily and www.cn info. com. cn.。
2. The fifth meeting of the Fifth Board of supervisors was held on the afternoon of April 28, 2021 by combining on-site and communication. There are 3 supervisors who should participate and 3 supervisors who actually participate. With 3 votes in favor, 0 against and 0 abstention, the following proposals were considered and adopted at the meeting:
(1) Full text and text of the report for the first quarter of 2021 and the performance announcement for the first quarter of 2021 (H shares)
3. The sixth meeting of the Fifth Board of supervisors was held on the afternoon of August 26, 2021 by means of on-site and communication. There are 3 supervisors who should participate and 3 supervisors who actually participate. With 3 votes in favor, 0 against and 0 abstention, the following proposals were considered and adopted at the meeting:
(1) Semi annual report of 2021 and its summary, interim performance announcement of H shares in 2021, interim report of H shares in 2021
4. The seventh meeting of the 5th board of supervisors was held on the spot on the afternoon of October 27, 2021. There are 3 supervisors who should participate and 3 supervisors who actually participate. With 3 votes in favor, 0 against and 0 abstention, the following proposals were considered and adopted at the meeting:
(1) The third quarter report of 2021, the performance announcement of the third quarter of 2021 (H shares) 5 and the eighth meeting of the Fifth Board of supervisors were held by means of communication on the afternoon of December 10, 2021. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Mr. Zheng Zehui, chairman of the board of supervisors. With 3 votes in favor, 0 against and 0 abstention, the following proposals were considered and adopted at the meeting:
(1) Proposal on the company’s plan for public issuance of corporate bonds to professional investors
(2) Proposal on increasing credit enhancement measures and providing counter guarantee for public issuance of corporate bonds to professional investors
(3) Proposal on capital increase to Tiandao Pharmaceutical (Hong Kong) Co., Ltd., a wholly-owned subsidiary
(4) Proposal on adjusting the capital increase to Hepalink USA Inc, a wholly-owned subsidiary
The resolution announcement of the meeting was published in the information disclosure media: securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on December 11, 2021 info. com. cn.。
3、 Supervision and verification opinions of the board of supervisors on relevant matters in 2021
In 2021, the board of supervisors and all supervisors of the company, in strict accordance with the functions and powers conferred by the company law, the securities law and the articles of association, comprehensively understood and mastered the overall operation of the company and earnestly performed supervision and other functions by participating in the general meeting of shareholders, attending the meeting of the board of directors as nonvoting delegates, reviewing business materials and other forms. The board of supervisors expressed the following opinions on the operation of the company in 2021:
(I) legal operation of the company
During the reporting period, the board of supervisors supervised the legal operation of the company and held that the company has established a relatively perfect internal control system in accordance with relevant legal norms and the provisions of the articles of association, and the decision-making procedures comply with relevant provisions. In 2021, the board of directors of the company operated in strict accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of directors and other laws and regulations, and accurately and comprehensively fulfilled the resolutions of the general meeting of shareholders within the scope of its functions and powers. In the process of performing their duties and exercising their powers, the directors and senior managers of the company have not violated laws, regulations, the articles of association or harmed the interests of the company and shareholders. (II) financial situation of the company
During the reporting period, the board of supervisors carefully inspected the company’s financial situation and believed that the company’s financial management was standardized, the financial report objectively and truly reflected the company’s financial situation and operating results, the company’s profit distribution plan was in line with the company’s reality, and there was no damage to the interests of the company and investors. The 2021 financial report of the company is true, accurate and fairly reflects the current financial situation and operating results of the company. The standard unqualified audit report issued by Ernst & Young Huaming certified public accountants is objective and fair.
(III) external guarantee of the company
During the reporting period, the board of supervisors reviewed the external guarantee of the company in 2021 and held that there was no illegal external guarantee of the company in 2021, the necessary decision-making procedures were performed for the external guarantee matters, the decision-making procedures were legal and compliant, and there was no damage to the interests of the company and shareholders.
(IV) internal control evaluation report of the company
The board of supervisors reviewed the internal control evaluation report of the board of directors in 2021 and held that the company has established a relatively perfect internal control system in accordance with the requirements of relevant laws and regulations and its own business characteristics, which meets the requirements of the company’s current management and the needs of the company’s development, and ensures the normal operation of all businesses of the company; The company’s internal control organization is complete, and all functional departments are fully staffed, ensuring the implementation and supervision of key internal control activities of the company; During the reporting period, the company’s internal control system was standardized, legal, effective and effectively implemented. The 2021 internal control evaluation report of the company truly and objectively reflects the construction and operation of the company’s internal control system.
(V) the company’s purchase of bank financial products
The board of supervisors reviewed the company’s use of its own fund financial products and held that on the basis of ensuring the company’s normal operation and capital safety, using some idle own funds and choosing the opportunity to invest in financial products with high safety and liquidity is conducive to improving the efficiency of capital use and increasing the company’s investment income, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(VI) implementation of insider information management system
The board of supervisors checked the company’s implementation of the insider management system during the reporting period and held that the company can do a good job in the insider information management and insider registration in accordance with the requirements of the insider registration management system, and can truthfully and completely record the list of all insider information in the reporting, transmission, preparation, review and disclosure of insider information before public disclosure. 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.
(VII) profit distribution of the company
The board of supervisors checked the company’s profit distribution during the reporting period and found that the proposal and review procedures of the company’s profit distribution plan and the implementation procedures of profit distribution were in line with the provisions of relevant laws, regulations and the articles of association. The company’s profit distribution plan fully considered the comprehensive factors such as the company’s operating conditions and future development capital needs, matched with the company’s actual operating performance and the company’s development plan, It is conducive to the normal operation and healthy development of the company and in line with the interests of the company and all shareholders.
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) board of supervisors April 11, 2002
