Securities code: Sirio Pharma Co.Ltd(300791) securities abbreviation: Sirio Pharma Co.Ltd(300791) announcement Code: 2022013 securities code: 123113 securities abbreviation: xianle convertible bonds
Sirio Pharma Co.Ltd(300791)
Announcement on the resolution of the sixth meeting of the third 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.
1、 Meetings of the board of supervisors
Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”) the sixth meeting of the third board of supervisors was held on April 8, 2022 (Friday) in the conference room of the company at No. 83, Taishan Road, Longhu District, Shantou by means of on-site and communication voting. The notice of the meeting was delivered to all supervisors by e-mail, wechat information and other means on March 30, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was convened and held in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Sirio Pharma Co.Ltd(300791) board of supervisors. The meeting was legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions were adopted item by item in the way of recovering votes:
1. The annual report and summary for 2021 were reviewed and adopted
After deliberation, the board of supervisors believes that the procedures for the company to prepare the 2021 annual report and the summary of the 2021 annual report comply with laws, regulations and the provisions of the CSRC; The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The specific contents of the 2021 annual report and the 2021 annual report summary are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The work report of the board of supervisors in 2021 was reviewed and adopted
After review, the board of supervisors believes that the work report of the board of supervisors in 2021 includes the meetings of the board of supervisors in 2021 and the review opinions of the board of supervisors on relevant matters of the company in 2021. The notice, convening and voting procedures of the meeting of the board of supervisors during the reporting period comply with the relevant provisions of the company law and the articles of association.
For details of the 2021 work report of the board of supervisors, please refer to the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Reviewed and adopted the 2021 annual internal control self-evaluation report
After review, the board of supervisors believes that the company has established a perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s business development, 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 operation and management. The self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
See the announcement published on the gem information disclosure website designated by the CSRC for the specific contents of the 2021 internal control self-evaluation report and relevant opinions announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
4. The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
After deliberation, the board of supervisors believes that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, there is no illegal deposit and use of raised funds, and the actual investment projects are consistent with the promised investment projects. The special report on the deposit and use of raised funds in 2021 is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The specific contents of the special report on the deposit and use of raised funds in 2021 are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
5. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The board of directors formulated the profit distribution plan for 2021 according to the actual situation of the company’s operation and development, taking into account the immediate and long-term interests of shareholders. The profit distribution plan complies with the profit distribution policies stipulated in the company law, the securities law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the articles of association and other regulations, and has legitimacy, compliance and rationality.
The specific contents of the announcement on the company’s profit distribution plan in 2021 are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the company’s application for bank credit and expected guarantee line for wholly-owned subsidiaries in 2022 was reviewed and approved
After review, the board of supervisors believes that the company’s guarantee for the bank credit line applied by the wholly-owned subsidiary Sirio Pharma Co.Ltd(300791) Technology (Anhui) Co., Ltd. is conducive to improving the financing line of Anhui xianle, meeting the capital needs of its business development or new projects, and promoting the better development of its business in the future, which is in the interests of the company and all shareholders. At the same time, the company has comprehensively evaluated the operation, asset quality, solvency and credit status of the above guaranteed objects, and taken relevant necessary guarantee risk prevention measures. The guarantee provided by the company will not affect the normal operation and business development of the company, which is in line with the relevant provisions of the company law and the articles of association. Therefore, it is agreed that the company will provide joint and several liability guarantee for the bank credit line applied by Anhui xianle, a wholly-owned subsidiary, with the cumulative guarantee line not exceeding RMB 200 million (the specific guarantee amount shall be subject to the actually signed guarantee contract or the actual occurrence of financing business).
See the announcement published on the gem information disclosure website designated by China Securities Regulatory Commission for details of the announcement on the company’s expected guarantee line for bank credit application of wholly-owned subsidiaries in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on using idle raised funds for cash management was deliberated and adopted
After review, the board of supervisors believes that the company has performed the necessary approval procedures for the cash management of the temporarily idle raised funds, and the decision-making and deliberation procedures are legal and compliant. The company’s cash management of the temporarily idle raised funds is implemented on the premise of ensuring the construction progress of the raised funds. There is no behavior of changing the purpose of the raised funds in disguise, which is conducive to improving the use efficiency of funds and obtaining certain investment benefits, which is in line with the interests of the company and all shareholders. It is agreed that the company and its subsidiaries shall conduct cash management on the idle raised funds with a total amount of no more than 500 million yuan, and the funds can be used on a rolling basis within the above amount and service life.
The specific contents of the announcement on cash management with idle raised funds are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the extension of some raised investment projects was deliberated and adopted
After deliberation, the board of supervisors held that the postponement of some investment projects with raised funds is a prudent decision made by the company according to the actual situation, which is in line with the development plan of the company, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making and deliberation procedures of the above matters comply with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies. Therefore, it is agreed that the company will extend the deadline of the construction period of the raised investment project “East China R & D center construction project” to March 31, 2025 and adjust the deadline of the implementation period to March 31, 2026.
The specific contents of the announcement on the extension of some investment projects with raised funds are detailed in the announcement published on the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Sirio Pharma Co.Ltd(300791) the resolution of the sixth meeting of the third board of supervisors. It is hereby announced.
Sirio Pharma Co.Ltd(300791) board of supervisors
April 12, 2002
