Securities code: Fujian Cosunter Pharmaceutical Co.Ltd(300436) securities abbreviation: Fujian Cosunter Pharmaceutical Co.Ltd(300436) Announcement No.: 2022040 Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Announcement on the resolutions of the 12th meeting of the 4th 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
Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”) the 12th meeting of the 4th board of supervisors was notified by email on April 11, 2022 and held in the conference room on the third floor of the company, block B, building 10, software park, No. 89, software Avenue, Gulou District, Fuzhou, Fujian Province on April 21, 2022. The meeting was presided over by the chairman of the board of supervisors. Three supervisors should be present at the meeting, three actually present, and all three supervisors participated in the voting. The meeting was held in accordance with the provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
The company’s 2021 work report of the board of supervisors will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. Deliberated and adopted the proposal on the annual report of 2021 and its summary
After review, the board of supervisors believes that the procedures of the 2021 annual report and summary prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
The annual report of 2021 and the summary of the annual report of 2021 will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Annual audit report 2021
Dahua Certified Public Accountants (special general partnership) issued the company’s 2021 annual audit report (dhsz [2022] No. 0010676) on April 21, 2022, which is a standard unqualified audit report.
The 2021 annual audit report will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
After review, the board of supervisors believes that the company operates in accordance with the accounting standards for business enterprises and other relevant laws, regulations and normative documents, and the report truly reflects the financial status and operation of the company.
The proposal was considered and adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
After review, the board of supervisors believes that: according to its actual situation, the company has established a sound internal control system covering all links of the company, formed a relatively systematic corporate governance framework, ensured the orderly and effective development of the company’s business activities, protected the safety and integrity of the company’s assets and safeguarded the interests of the company and shareholders. The company’s internal control organization is complete, and the implementation and supervision of key internal control activities are fully and effectively. The self evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the construction and operation of the company’s internal control system.
The 20201 internal control self-evaluation report will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. Deliberated and passed the proposal on the renewal of the company’s accounting firm in 2022
After review, the board of supervisors believes that Dahua Certified Public Accountants (special general partnership) has the business qualification related to securities and futures, has the experience and ability to provide financial report audit and various special audit services for listed companies, and can meet the requirements of the company’s financial report audit and various special audits; This appointment complies with the relevant provisions of relevant laws and regulations and does not damage the interests of the company and minority shareholders. Therefore, it is agreed that the company will continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution in 2022.
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the proposed renewal of accounting firm (Announcement No.: 2022041)
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on 2021 profit distribution plan was deliberated and adopted
After review, the board of supervisors believes that the plan for no profit distribution in 2021 proposed by the board of directors of the company comprehensively considers the company’s future development strategy and capital arrangement, meets the needs of the company’s long-term development, conforms to the interests of all shareholders of the company, does not harm the interests of investors, and the decision-making procedure complies with relevant laws and regulations and the articles of association, which is legitimate, compliant and reasonable.
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on special explanation of profit distribution plan in 2021 (Announcement No.: 2022042).
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. The proposal on bank loan limit and guarantee in 2022 was deliberated and adopted
After verification, the board of supervisors believes that the application for loan limit and guarantee from the bank this time will help to meet the capital needs of the company and its subsidiaries for operation and development, improve the operation efficiency of the company, and there is no situation damaging the interests of the company and shareholders. The bank loan limit and guarantee matters need to be submitted to the general meeting of shareholders for deliberation.
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on bank loan limit and guarantee matters in 2022 (Announcement No.: 2022043).
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on canceling some stock options of 2020 stock option incentive plan was reviewed and passed. After verification, the board of supervisors held that the review procedures of the board of directors on canceling some stock options were in line with relevant regulations, legal and effective.
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on cancellation of some stock options of 2020 stock option incentive plan (Announcement No.: 2022044).
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
10. The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved. After verification, the board of supervisors believed that the special report on the deposit and use of raised funds in 2021 truthfully reflected the actual situation of the deposit and use of raised funds in 2021, The deposit and use of the company’s raised funds comply with the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem, listed company regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and there are no violations in the deposit and use of raised funds, Nor does it change the investment direction of the raised funds in a disguised form and damage the interests of the company’s shareholders, especially the interests of small and medium-sized shareholders.
The special report on the deposit and use of raised funds in 2021 will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
11. Deliberated and passed the proposal on Amending the articles of Association
All supervisors unanimously agreed that the company would revise the relevant provisions in the articles of association according to the latest regulatory rules and the actual situation of the company.
The articles of association and its amendment checklist will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
12. Deliberated and passed the proposal on the first quarter report of 2022
After verification, the board of supervisors believes that the procedures for the preparation of the report for the first quarter of 2022 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.
The first quarter report of 2022 will be disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
The proposal was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
13. The proposal on signing technology development (cooperation) contracts and related party transactions was deliberated and adopted
After verification, the board of supervisors believes that: this related party transaction is generated by the company’s subsidiaries and partners based on the actual research and development needs. Both parties to the transaction follow the market fair pricing principle, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders; When the board of directors considered the related party transaction, the related directors had avoided voting, and the relevant decision-making procedures were legal and compliant, in line with the Shenzhen Stock Exchange gem stock listing rules, the company’s related party transaction rules and other relevant provisions. The board of supervisors agreed to the above related party transactions.
For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on signing technology development (cooperation) contracts and related party transactions (Announcement No.: 2022048).
The proposal was considered and adopted by 2 votes in favor, 0 against and 0 abstention. Guo Xiaoyang, a related supervisor, avoided voting.
3、 Documents for future reference
1. Resolutions of the 12th meeting of the 4th board of supervisors;
2. Other documents required by SZSE.
It is hereby announced.
Fujian Cosunter Pharmaceutical Co.Ltd(300436) board of supervisors
April 21, 2022
