Work report of the board of supervisors in 2021
Berry Genomics Co.Ltd(000710) (hereinafter referred to as “the company”) the board of supervisors conscientiously performed the functions and powers of the board of supervisors in accordance with the provisions of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations, exercised effective supervision over the company’s legal operation, financial management, major decisions, related transactions, the convening procedures of the general meeting of shareholders and the performance of duties of directors and senior managers, and actively safeguarded the company The legitimate rights and interests of shareholders and employees and promote the standardized operation of the company. The main work report of the board of supervisors in 2021 is as follows:
1、 Daily work of the board of supervisors
During the reporting period, the board of supervisors earnestly performed its duties and actively safeguarded the interests of the company, shareholders and employees in accordance with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and relevant systems of the company. By supervising and guiding the construction and operation of the company’s internal control system, the board of supervisors attended the company’s board of supervisors as nonvoting delegates, attended the general meeting of shareholders, reviewed the company’s financial reports, legal texts of major business activities and other materials, analyzed and evaluated the company’s strategic implementation, asset operation, implementation of major investment decisions, and the operation of the company’s internal control systems such as standardized operation and financial control, as well as the directors The senior management has continuously supervised the legality and compliance of their duties.
2、 Meetings of the board of supervisors
During the reporting period, the board of supervisors held 6 meetings and considered and approved 15 proposals. The specific meetings and deliberations are as follows:
Meeting session date disclosure date meeting resolution
The fifth meeting of the ninth board of supervisors on the termination of the non-public development of A-Shares on February 25 and 27, 2021 and the withdrawal of application documents
The sixth session of the ninth board of supervisors, March 2021, March 2021, the proposal on Amending the 15th, 16th and summary of the first session of the employee stock ownership plan (Draft), and the proposal on Amending the management measures for the first phase of the employee stock ownership plan
The seventh session of the ninth board of supervisors held on March 22, 2021 on the proposal on nominating candidates for non employee representative supervisors on March 20, 2021
The eighth session of the ninth board of supervisors, April 2021, 2020 annual report full text and summary, April 2021, 2021
The full text and text of the first quarter report on the 28th and 29th of the meeting, the final financial statement report of 2020 and the financial budget report of 2021, the work report of the board of supervisors of 2020, the self-evaluation report of internal control of 2020 Proposal on hiring an audit institution in 2021, plan for profit distribution in 2020, proposal on electing the chairman of the board of supervisors of the company, proposal on changes in accounting policies
August 2021 of the 9th board of supervisors – full text and summary of 2021 semi annual report
27th meeting
October 2021 of the 10th Session of the ninth board of supervisors – Report of the third quarter of 2021
29th meeting
3、 Review opinions of the board of supervisors on relevant matters of the company in 2021
In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, the board of supervisors of the company has earnestly performed the duties of the board of supervisors, comprehensively reviewed and supervised the company’s legal operation, financial status, related party transactions, insider information, internal control and other aspects. After careful deliberation, the board of supervisors has issued the following opinions:
(I) legal operation of the company
The board of supervisors believes that the convening and convening procedures of the board of directors and the general meeting of shareholders and the deliberation procedures of proposals comply with relevant regulations; The directors and senior managers of the company are able to perform their duties diligently without violating the articles of association and other laws and regulations; No illegal external guarantee and equity and asset replacement; No damage to the company’s interests and shareholders’ rights and interests or loss of the company’s assets; During the reporting period, the company further improved its corporate governance structure and internal management system, and all decision-making procedures were legal.
(II) financial status of the company
During the reporting period, the board of supervisors carefully performed the duty of inspecting the company’s financial situation, supervised and reviewed the company’s financial situation and financial management, and considered that the preparation and deliberation procedures of the company’s financial report were in line with laws, administrative regulations and the provisions of the CSRC; The financial system is sound, the financial operation is standardized, the financial internal control mechanism is perfect, and the financial situation is good. There is no violation of the accounting law, the accounting standards for business enterprises and other laws and regulations, and no major missing amount, false records and other situations are found; The consolidated financial statements of the company are prepared in accordance with the accounting standards for business enterprises in all major aspects. The financial report of the company can truly and accurately reflect the financial status and operating results of the company. It is considered that the standard audit report without qualified opinion issued by Shanghai accounting firm (special general partnership) truly and accurately reflects the financial status of the company.
(III) review of related party transactions of the company
During the reporting period, the board of supervisors checked and supervised the related party transactions of the company, and believed that the related party transactions involved in the company were carried out on the basis of fairness and mutual benefit, performed the relevant deliberation and decision-making procedures, the voting procedures were legal, met the actual needs of the production and operation of both parties to the related party transactions, and the pricing principle was fair. There was no damage to the interests of the company and non related shareholders, and did not affect the independence of the company. During the deliberation of related party transactions, the related directors avoided voting, and the independent directors expressed independent opinions on related party transactions. During the deliberation of related party transactions, the board of directors fulfilled the obligations of good faith and diligence, and did not violate laws, regulations and the articles of association.
(IV) implementation of insider information management system of the company
During the reporting period, the board of supervisors reviewed the company’s implementation of the insider information management system and believed that the company had established a relatively perfect insider information and insider management system. The company has established insider files and formulated strict submission procedures in accordance with the provisions of the CSRC on the establishment of insider registration and management system for listed companies and the provisions of the company’s insider information and insider management system. During the reporting period, the insider management system was strictly implemented, and there was no case that the insider used the insider information to buy and sell the company’s shares before the disclosure of major sensitive information affecting the company’s share price, and was investigated and required to be rectified by the regulatory authorities.
Through regular review of the above files, the board of supervisors believes that the files of insiders of the company are true, accurate and complete. The company controls and manages insider information properly, and the company’s insider information and insider management system is conducive to the company’s prevention of insider information disclosure and insider trading.
(V) self evaluation report on internal control of the company
Based on the current situation of the company’s operation and management, the board of supervisors of the company guides and supervises the construction and operation of the company’s internal control system in accordance with the relevant requirements of internal control. By reviewing the self-evaluation report on internal control in 2021 and the construction and operation of the company’s internal control system, the board of supervisors believes that the report fully reflects the actual situation of corporate governance and internal control, and the company has established a relatively perfect internal control system and can operate effectively. During the reporting period, the company did not violate the guidelines on internal control of listed companies and the company’s internal control system of Shenzhen Stock Exchange. In the future, the company will continue to formulate and implement effective systems and regulations that can comprehensively, truly and accurately reflect the actual situation of the company’s internal control.
4、 Future work plan
In the future reporting period, the board of supervisors of the company will continue to seriously exercise the functions and powers conferred by laws and regulations and the articles of association with the attitude of being responsible for the interests of the company, shareholders and employees, strengthen the supervision responsibilities and promote the healthy and standardized development of the company.
Berry Genomics Co.Ltd(000710) board of supervisors April 11, 2022
