3 Jiangsu Nhwa Pharmaceutical Co.Ltd(002262) 021 annual work report of the board of supervisors
Stock Code: 3 0 0 2 2 6
Stock abbreviation: Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226)
April, 2002
In 2021, in accordance with the provisions of the company law and the articles of association, the board of supervisors conscientiously performed the functions of the board of supervisors in an attitude of being responsible to all shareholders, actively carried out relevant work, supervised the legal operation of the company and the performance of duties by directors and senior managers, safeguarded the legitimate rights and interests of the company and shareholders, and promoted the standardized operation of the company. The main work of 2021 is reported as follows: I. work of the board of supervisors
In 2021, the board of supervisors held a total of 7 meetings, and the convening and convening procedures of the meetings were in accordance with the company’s regulations
The relevant provisions of the law, the articles of association and the rules of procedure of the board of supervisors are as follows:
No. date of the session meeting deliberation proposal
About the company’s 2021 restricted stock incentive plan (Draft)
Proposal on the 5th board of supervisors and its summary
The seventh meeting of the board of directors on the assessment of the implementation of the company’s restricted stock incentive plan in 2021 on February 3, 2021
Proposal on management measures
On verifying the company’s incentive plan for restricted shares in 2021 for the first time
Proposal on granting incentive object list
Proposal on adjusting the list and number of awards of the company’s restricted stock incentive plan in 2021 at the eighth meeting of the board of directors on February 26, 2021
Discussion on the proposal on granting restricted shares to incentive objects for the first time
Proposal on the work report of the board of supervisors in 2021
2020 audit report
Proposal on 2020 annual report and its summary
Proposal on 2020 financial final accounts report
2020 profit distribution plan of the company
Proposal on the special audit instructions for the occupation of non operating funds and other related capital transactions in 2020
Proposal on the company’s internal control self-evaluation report in 2020 and proposal on confirming the daily connected transactions in 2020 and the daily transaction forecast of the Fifth Board of supervisors in 2021
3. Proposal on the determination of the remuneration of the company’s supervisors in 2020 and the remuneration scheme in 2021 at the ninth meeting of the board of directors on March 30, 2021
Proposal on reappointment of audit institutions in 2021
Proposal on continued hedging business of steel bank e-commerce and its subsidiaries
Proposal on continued foreign exchange hedging business of steel bank e-commerce and its subsidiaries
Proposal on mutual loans and related party transactions between the company and its subsidiaries
Proposal on loan and related party transaction from gangyin e-commerce to Ganglian Internet of things, proposal on loan and related party transaction from Longzhi fund and proposal on loan and related party transaction from Zhiwei industry and trade by gangyin E-commerce
Proposal of the fifth session of the board of supervisors on the first quarter of 2021
4. The 10th meeting of the board of directors discussed the proposal on implementing the new leasing standards and changing relevant accounting policies on April 28, 2021
Proposal on the loan from the controlling shareholder of the holding subsidiary gangyin e-commerce and the 11th connected transaction of the 5th board of supervisors on May 7, 2021
meeting
Proposal on the “2021 semi annual report” and its summary of the 5th Supervisor
The 12th meeting of the 6th National People’s Congress on July 30, 2021
Proposal on borrowing from related parties by steel bank e-commerce at the meeting
Proposal on the report of the third quarter of 2021 issued by the 5th Supervisor
7. 13th meeting October 25, 2021
Proposal on Amending the rules of procedure of the board of supervisors
2、 Opinions of the board of supervisors on relevant matters of the company during the reporting period
In accordance with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the articles of association, the board of supervisors of the company has carefully supervised and inspected the legal operation, financial status, use of raised funds, related party transactions and internal control of the company, Express the following independent opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
During the reporting period, the supervisors of the company attended the board of directors and the general meeting of shareholders held by the company as nonvoting delegates, and supervised the convening procedures and decision-making procedures of the board of directors and the general meeting of shareholders, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the performance of duties of the directors and senior managers of the company and the internal control system of the company in accordance with relevant laws and regulations.
The board of supervisors believes that:
The decision-making procedures of the board of directors of the company strictly comply with the provisions of the company law, the securities law and other laws and regulations and the articles of association, earnestly implement the resolutions of the general meeting of shareholders, operate in a standardized and diligent manner; The internal control system of the company is relatively perfect; Timely and accurate information disclosure; When performing their duties, the directors and senior managers of the company have not violated laws, regulations, the articles of association or damaged the interests of the company.
(II) financial situation of the company
The board of supervisors carefully inspected and reviewed the company’s financial status, financial management and operating results during the reporting period. The board of supervisors of the company held that:
The company has sound financial system, sound internal control mechanism and good financial condition. The financial report of 2021 truly and objectively reflects the financial situation and operating results of the company. The standard unqualified audit report issued by Tianjian Certified Public Accountants (special general partnership) truly and accurately reflects the financial situation of the company.
(III) acquisition and sale of assets of the company
The board of supervisors checked the acquisition and sale of assets of the company during the reporting period and held that the acquisition and sale of assets of the company were in line with the strategic positioning and overall planning of the company; If the decision-making procedure complies with the provisions of relevant laws and regulations and the articles of association and is conducted under the principles of openness, fairness and impartiality, the transaction price is reasonable and fair, and there is no situation that damages the interests of the company and non affiliated shareholders.
(IV) related party transactions of the company
The board of supervisors checked the related party transactions of the company during the reporting period and held that the related party transactions of the company followed the principles of market pricing and mutually beneficial and win-win transactions, and met the actual needs and specific conditions of production and operation of both parties and the principles of voluntariness, fairness and rationality; The decision-making procedures of related party transactions of the company comply with the provisions of relevant laws and regulations and the articles of association. The price of related party transactions is fair and there is no situation that damages the interests of the company and non related shareholders; The company has no significant dependence on related parties, and related party transactions have no significant impact on the company’s financial status and operating results.
(V) external guarantee of the company
During the reporting period, the company and its holding subsidiaries did not provide guarantees for the controlling shareholders, actual controllers and other related parties, any unincorporated units or individuals. The guarantee matters occurred were the guarantees provided by the company for its holding subsidiaries. The guarantee behavior has fulfilled the necessary review procedures, complied with the provisions of relevant laws and regulations and the articles of association, and will not damage the interests of the company and the majority of investors.
(VI) verification opinions on the 2021 Annual Report
The board of supervisors carefully reviewed the company’s 2021 annual report and issued special verification opinions: after review, the board of supervisors believed that the procedures of the company’s 2021 annual report and its summary prepared and reviewed by the board of directors were in line with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflected the actual situation of the listed company, and there were no false records, misleading statements or major omissions.
(VII) opinions on the establishment and implementation of the insider registration management system of the company
During the reporting period, the company strictly implemented the registration and management system for insiders in accordance with the requirements of the CSRC and Shenzhen Stock Exchange, and registered the insiders before the company issued major event announcements, performance forecasts and regular reports. During the reporting period, the company did not use insider information for illegal stock trading.
(VIII) opinions on self-evaluation report of internal control
The board of supervisors of the company issued the following audit opinions on the 2021 internal control self-evaluation report of the board of directors: the company has established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations, and the corporate governance, production and operation, information disclosure and major events of the company are carried out in strict accordance with the provisions of various internal control systems of the company, The internal and external risks that may exist in each link are reasonably controlled. The company’s internal control system is standardized, legal and effective, which meets the development needs of the company’s operation and management at the present stage, plays a good role in risk prevention and control, ensures the healthy operation of the company’s businesses and protects the interests of the company and shareholders. Therefore, the company’s internal control is effective.
To sum up, the board of supervisors of the company believes that the 2021 internal control self-evaluation report of the board of directors of the company comprehensively, objectively and truly reflects the actual situation of the establishment and operation of the company’s internal control system. 3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors will continue to perform its duties faithfully and diligently, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, and establish a good integrity image of the company. The work plan of the board of supervisors in 2022 mainly includes the following aspects:
1. Supervise the operation of the company according to law, and actively urge the construction and effective operation of the internal control system. 2. Check the company’s financial situation, and supervise the company’s financial operation through regular understanding and review of financial reports.
3. Supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) board of supervisors
April 15, 2022
