Work report of the board of supervisors in 2021
Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”) the members of the third board of supervisors are Xie yingyu, Zhou Xiangchun and Zhang Meibin, and Xie yingyu is the chairman of the board of supervisors. In 2021, the board of supervisors of the company strictly followed the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as the “articles of association”) In accordance with the requirements of the rules of procedure of Sirio Pharma Co.Ltd(300791) board of supervisors (hereinafter referred to as the “rules of procedure of board of supervisors”) and other relevant laws and regulations and the company’s rules and regulations, he was diligent and responsible in his work, actively attended the board of directors and the general meeting of shareholders, earnestly safeguarded the interests of the company and the interests of shareholders, and earnestly performed the informed supervision and inspection function of the board of supervisors. The main work of the board of supervisors in 2021 is reported as follows:
1、 Daily work of the board of supervisors in 2021
During the reporting period, the board of supervisors held 8 meetings of the board of supervisors in addition to attending the meetings of the board of directors and the general meeting of shareholders. The contents are as follows:
No. meeting date deliberation proposal
1. Proposal on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects;
The proposal of the 20th meeting of the second board of supervisors on April 14, 2021 on the listing of convertible corporate bonds issued by the company to unspecified objects;
3. Proposal on the company issuing convertible corporate bonds to unspecified objects, opening a special account for raised funds and signing a supervision agreement for raised funds.
1. Proposal on deliberation of 2020 annual report and summary;
2. Proposal on reviewing the work report of the board of supervisors in 2020;
The second session of the board of supervisors 3. Proposal on reviewing the 2020 internal control self-evaluation report; The 21st Meeting on April 24, 2021 about the company’s profit distribution and capital reserve converted into share capital in 2020
Proposals for proposals;
5. Proposal on the company’s expected guarantee line for bank credit application of wholly-owned subsidiaries in 2021;
No. meeting date deliberation proposal
6. Proposal on using idle raised funds for cash management quota.
The second board of supervisors
The 22nd Meeting: proposal on reviewing the report of the first quarter of 2021.
March 28
Discuss
1. Proposal on the general election of the company’s board of supervisors and the nomination of candidates for non employee representative supervisors of the third board of supervisors and the second board of supervisors;
The 23rd board of supervisors in February 2021: proposal on determining the allowance of supervisors of the third board of supervisors;
April June 20
Discussion 3. Proposal on the use of raised funds to borrow from wholly-owned subsidiaries and increase capital to implement raised investment projects.
1. Proposal on the election of the chairman of the third board of supervisors of the company;
The proposal of the third board of supervisors on adjusting the price and 5 quantity of equity granted under the 2020 restricted stock incentive plan in February 2021;
1st meeting 8 July
3. Proposal on granting restricted shares to incentive objects and reserving some restricted shares in the 2020 restricted stock incentive plan.
The third board of supervisors in 2021
6 the second meeting on August 24 1. Proposal on the 2021 semi annual report and summary.
1. Proposal on using the funds raised from convertible corporate bonds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses;
The third board of supervisors in 2021
7. On September 9, the 3rd meeting 2. Proposal on the achievement of vesting conditions for the first vesting period of shares granted by the restricted stock incentive plan in 2020;
3. Proposal on Canceling Part of the granted but not vested restricted shares.
Proposal of the third board of supervisors on the report of the third quarter of 2021;
8 the 4th meeting on October 26 2. Proposal on using idle self owned funds for cash management.
2、 Opinions of the board of supervisors
(I) legal operation of the company
The board of supervisors of the company earnestly performed its duties in strict accordance with the provisions of the company law and the articles of association, actively participated in the general meeting of shareholders, attended the board of directors as nonvoting delegates, and supervised the operation of the company according to law in 2021. It believed that:
The operation of the board of directors is standardized, the decision-making is reasonable and the procedure is legal, and earnestly implemented the resolutions of the general meeting of shareholders, and faithfully fulfilled the obligation of good faith; The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company when performing their duties, and the information disclosure is timely and accurate.
(II) check the company’s financial situation
The board of supervisors effectively supervised, inspected and reviewed the company’s financial status and financial management in 2021, and held that:
The company has sound financial system, perfect internal control system, standardized financial operation and good financial status. The financial report truly and objectively reflects the financial status and operating results of the company in 2021.
(III) related party transactions
After checking the related party transactions of the company, the board of supervisors believes that:
The related party transactions of the company in 2021 are fair and reasonable, and there is no damage to the interests of the company and shareholders.
(IV) external guarantee
After verification, the board of supervisors believes that:
During the reporting period, due to the need for the operation and development of the wholly-owned subsidiary to borrow from the bank, the company provided joint and several liability guarantee for part of the loan amount of the wholly-owned subsidiary, and the guarantee items fulfilled the obligations of examination and approval and information disclosure in accordance with the Shenzhen Stock Exchange gem stock listing rules, the articles of association and other normative documents.
(V) opinions on the self-evaluation report of internal control
After deliberation, the board of supervisors held 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.
(VI) opinions on the performance of directors and senior managers
During the reporting period, all directors and senior managers of the company earnestly implemented the resolutions of the general meeting of shareholders and the board of directors, worked diligently and achieved good business performance. When performing their duties, the directors and senior managers of the company did not violate laws, regulations, articles of association or damage the interests of the company and shareholders.
(VII) establishment and implementation of insider registration management system by the company
In 2021, the company actively did a good job in the confidentiality and management of insider information and the registration of insider information in strict accordance with the provisions on the establishment of the registration and management system for insider information by listed companies and the management system for insider information of the company, and truthfully and completely recorded the report, transmission, preparation, review and approval of insider information before public disclosure List of insiders of all insider information in all links such as disclosure. In the preparation and review of regular reports, temporary announcements and other matters involving the company’s inside information, we strengthened the registration management of insiders and the confidentiality management of inside information, ensured the fairness of information disclosure and effectively safeguarded the legitimate rights and interests of all shareholders.
3、 Work evaluation of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly abided by 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 relevant systems, faithfully and diligently performed its supervision duties and effectively safeguarded the rights and interests of investors.
Meanwhile, the board of supervisors of the company sincerely thanks the shareholders, directors and senior managers of the company for their support and cooperation in the work of the board of supervisors in 2021.
Sirio Pharma Co.Ltd(300791) board of supervisors April 12, 2002
