Yifan Pharmaceutical Co.Ltd(002019)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company conscientiously performed its duties, exercised its functions and powers in accordance with the provisions and requirements of the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations as well as the company's rules and regulations, and supervised the company's regular reports, production and operation activities, financial status and the performance of the company's directors and senior managers, It has promoted the standardized operation and healthy development of the company. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors of the company
In 2021, the board of supervisors of the company held eight meetings, including three on-site plus communication voting and five communication voting. The details are as follows:
1. On January 4, 2021, the company held the 13th (Interim) meeting of the seventh board of supervisors by means of communication voting. The meeting deliberated and approved the proposal on the achievement of the first lifting of the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2019 and the proposal on the repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The announcement of the resolution of this meeting was published in the securities times, Securities Daily, Shanghai Securities News and cninfo on January 5, 2021.
2. On February 25, 2021, the company held the 14th (Interim) meeting of the seventh board of supervisors by means of communication voting. The meeting deliberated and adopted the proposal on continuing to use some idle raised funds to temporarily supplement working capital. The resolution announcement of this meeting was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on February 26, 2021.
3. On March 29, 2021, the company held the 15th meeting of the 7th board of supervisors by means of on-site and communication voting. The meeting deliberated and adopted the work report of the company's board of supervisors in 2020, the company's 2020 annual report and its summary, the proposal on the company's 2020 profit distribution plan, the company's 2020 internal control evaluation report The proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2021, the special report on the storage and use of raised funds in 2020, the proposal on terminating some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital, the proposal on continuing to use some idle raised funds for cash management The proposal on changing accounting policies and the proposal on repurchasing and canceling some restricted stocks in the 2019 restricted stock incentive plan were published in the securities times, Securities Daily, Shanghai Securities News and Juchao information network on March 31, 2021.
4. On April 27, 2021, the company held the 16th meeting of the 7th board of supervisors by means of on-site and communication voting. The meeting deliberated and adopted the report of the first quarter of 2021. The announcement of the resolution of this meeting was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 29, 2021.
5. On June 24, 2021, the company held the 17th (Interim) meeting of the seventh board of supervisors by means of communication voting, which deliberated and approved the proposal on the achievement of lifting the restrictions in the second lifting period of the first grant of the restricted stock incentive plan in 2019 and the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The announcement of the resolution of this meeting was published in the securities times, Securities Daily, Shanghai Securities News and cninfo on June 25, 2021.
6. On August 26, 2021, the company held the 18th meeting of the 7th board of supervisors by means of on-site and communication voting. The meeting deliberated and adopted the company's 2021 semi annual report and its summary, the special report on the deposit and use of raised funds in 2021 semi annual, the proposal on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan The proposal on the implementation of equity incentive plan by holding subsidiaries was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on August 30, 2021.
7. On October 28, 2021, the company held the 19th meeting of the 7th board of supervisors by means of communication voting. The meeting deliberated and adopted the report of the company for the third quarter of 2021. The announcement of the resolution of this meeting was published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on October 30, 2021.
8. On November 18, 2021, the company held the 20th (Interim) meeting of the seventh board of supervisors by means of communication voting. The meeting deliberated and adopted the proposal on continuing to use some idle raised funds to temporarily supplement working capital and the proposal on repurchasing and canceling some restricted shares in the 2019 restricted stock incentive plan. The announcement of the resolution of this meeting was published in the securities times on November 19, 2021 Securities Daily, Shanghai Securities News and cninfo.
2、 Special opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, in accordance with the requirements of the company law, the securities law, the articles of association and other relevant provisions, the board of supervisors earnestly performed the functions of the board of supervisors in an attitude of being responsible to shareholders, supervised and inspected the company's financial status, internal control construction, related party transactions, equity incentives and other important matters, and expressed opinions on the following matters:
1. Legal operation of the company
In 2021, the company's decision-making procedures were legal and effective, the resolutions of the general meeting of shareholders and the board of directors could be well implemented, the internal control system was sound and perfect, and a relatively perfect check and balance mechanism among business institutions, decision-making institutions and supervision institutions was formed. In their work in 2021, the directors, general manager and other senior managers of the company are honest, diligent, devoted to their duties, strictly abide by relevant national laws and regulations and various rules and regulations of the company, and strive to fulfill their duties for the development of the company; In this year, no director, manager or senior management was found to have violated laws and regulations, the articles of association or harmed the interests of the company when performing their duties.
2. Check the company's financial situation
In 2021, the board of supervisors carefully supervised and inspected the company's financial system, internal control system and financial status, and believed that the company's financial system was sound, the financial management was standardized, the accounting was free of false records and major omissions, and the financial report truly and objectively reflected the company's financial status and operating results. The company's 2020 financial report truly reflects the company's financial situation and operating results, and agrees with the standard unqualified audit report issued by Lixin Certified Public Accountants (special general partnership).
The board of supervisors issued a written review opinion on the periodic report and considered that the procedures of the annual report, semi annual report and quarterly report of the company prepared and reviewed by the board of directors comply with laws, administrative 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.
3. External guarantee of the company
The total amount of approved external guarantees of the company in 2021 is 350 million yuan. During the reporting period, the amount of external guarantees is 1742310200 yuan, which are guarantees between the company and wholly-owned subsidiaries or wholly-owned subsidiaries. As of December 31, 2021, the actual external guarantee balance of the company was RMB 29 Sichuan Dowell Science And Technology Inc(300535) 00.
The board of supervisors of the company believes that the external guarantee matters of the company have been deliberated and approved by the board of directors and the general meeting of shareholders, the decision-making procedures of the guarantee comply with the relevant provisions of laws and regulations, and the actual guarantee has implemented the resolutions deliberated by the board of directors and the general meeting of shareholders.
4. Related party transactions of the company
In 2021, the company and its controlling shareholders and their affiliated enterprises did not meet the disclosure standards of related raw material procurement, sales, current accounts, guarantees and other matters. Other related party transactions of the company include: Mr. Cheng Xianfeng, the controlling shareholder and actual controller of the company, provides a guarantee for the company's bank loans with a total amount of no more than RMB 1.6 billion with his personal credit or company shares, and the company does not need to pay any guarantee fees to the controlling shareholder and actual controller of the company, nor does it need to provide any form of counter guarantee. As of December 31, 2021, the guarantee balance provided by Mr. Cheng Xianfeng, the controlling shareholder and actual controller of the company, to the company was 930.9 million yuan. In 2021, the supervisor considered that it was necessary for the shareholders to carry out the related party transactions and other related party transactions that did not damage the interests of the company in 2021. 5. Opinions on changes in accounting policies
On December 7, 2018, the Ministry of Finance revised and issued the accounting standards for Business Enterprises No. 21 - leasing (CK [2018] No. 35) (hereinafter referred to as the "new leasing standards"). According to the requirements of the Ministry of finance, enterprises listed at home and abroad and enterprises listed abroad and preparing financial statements in accordance with the accounting standards for business enterprises shall be implemented as of January 1, 2019; Other enterprises that implement the accounting standards for business enterprises shall be implemented as of January 1, 2021. Due to the revision of the above accounting standards, the company needs to adjust the originally adopted leasing accounting policies accordingly.
The board of supervisors considered that: according to the relevant standards issued by the Ministry of finance, the change of accounting policy meets the basic requirements of relevant laws and regulations, will not have a significant impact on the company's financial statements, and there is no damage to the interests of the company and all shareholders, so it agreed to the change of accounting policy.
6. Comments on internal control evaluation report
The board of supervisors carefully read the evaluation report on the company's internal control in 2020 submitted by the audit committee of the board of directors, communicated with the company's management and relevant management departments, and consulted various management systems of the company. The board of supervisors of the company believes that the company can follow the basic principles of the basic norms of enterprise internal control, has established a relatively perfect internal control system and formulated an internal control system suitable for the requirements of enterprise management, Various internal control systems can be well implemented in the company. The internal control evaluation report of the company in 2020 issued by the audit committee of the board of directors truly and objectively reflects the actual situation of the company's internal control.
7. Establishment and implementation of insider information management system by the company
The board of supervisors checked the establishment and implementation of the insider management system of the company during the reporting period, and believed that the company had truthfully and completely recorded the list of all insiders and the specific information about insider information in the reporting, transmission, preparation, review, disclosure and other links of insider information before disclosure in accordance with the relevant rules and regulations on insider management of the China Securities Regulatory Commission and Shenzhen Stock Exchange, And remind insiders of inside information to keep it strictly confidential. During the reporting period, the company did not find any significant illegal trading of the company's shares by insiders, nor was it subject to regulatory measures or administrative penalties by the regulatory authorities for the above matters.
8. Opinions on the use of raised funds
(1) Opinions on using idle raised funds to temporarily supplement working capital and using idle raised funds for cash management
After review, the board of supervisors believes that the company's procedures for temporarily replenishing working capital with idle raised funds and cash management with idle raised funds are in compliance, which will not affect the effective implementation of raised investment projects, improve the efficiency of fund use and improve the company's operating efficiency, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders. The company uses idle raised funds to temporarily replenish working capital The use of idle raised funds for cash management has fulfilled the necessary procedures and complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the measures for the administration of raised funds of companies and so on.
(2) Opinions on terminating some investment projects with raised funds and permanently supplementing the surplus raised funds with working capital
The board of supervisors of the company believes that the termination of some investment projects with raised funds and the permanent supplement of working capital with the surplus raised funds are made by the company prudently according to the development and changes of the objective and actual situation, which is conducive to reducing financial expenses, reducing the comprehensive cost of production and operation, protecting the interests of shareholders of the company, and there is no damage to the interests of all shareholders, especially small and medium-sized shareholders, which is in line with the requirements of the CSRC The relevant provisions of Shenzhen Stock Exchange on the management of raised funds of listed companies are conducive to the company to focus more on and develop its main business. Therefore, the board of supervisors agreed to terminate some investment projects with raised funds and permanently supplement the surplus raised funds with working capital.
9. Opinions on relevant proposals of the company's restricted stock incentive plan
(1) Verification opinions on the list of incentive objects whose sales restrictions can be lifted in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2019
After examination, the board of supervisors of the company checked the list of incentive objects whose restrictions can be lifted in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2019 and considered that according to the measures for the administration of equity incentive of listed companies, the company's 2019 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2019 and other relevant provisions, The conditions for lifting the restrictions on sales in the first period of lifting the restrictions on sales reserved for granting part of the company's restricted stock incentive plan in 2019 have been achieved, and the qualifications for lifting the restrictions on sales of 59 incentive objects of the company are legal and effective. It is agreed that the company will reserve and grant 59 incentive objects for the restricted stock incentive plan in 2019, with a total of 2392000 restricted shares in the first lifting period to handle the lifting of the restrictions.
(2) Verification opinions on the list of incentive objects whose restrictions can be lifted in the second lifting period of the first part of the restricted stock incentive plan in 2019
After examination, the board of supervisors of the company verified the list of incentive objects whose restrictions can be lifted in the second lifting period of the first part of the restricted stock incentive plan in 2019 and concluded that according to the measures for the administration of equity incentive of listed companies, the company's restricted stock incentive plan in 2019 (Draft) and restricted stock incentive plan in 2019
