Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2021 annual work report of the board of supervisors
April 2022
In 2021, the board of supervisors of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”) issued the
Judicature, securities law, other laws, regulations, rules, articles of association and proceedings of the board of supervisors
In accordance with the provisions of the rules, in the spirit of being responsible to all shareholders, earnestly perform the duties entrusted by relevant laws and regulations
Right, actively and effectively carry out work, and fulfill the legal operation of the company and the performance of the directors and senior managers of the company
Supervise the responsibilities and safeguard the legitimate rights and interests of the company and shareholders. Now the main work in 2021 will be described separately
As follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 8 meetings, as follows:
Meeting time and proposal name
Proposal on electing Ms. Li Yuanli as the chairman of the Fourth Board of supervisors of the company
One meeting 2021.1.6
Proposal on the work report of the board of supervisors in 2020
Proposal on 2020 annual report and its summary
Proposal on 2020 annual audit report
Proposal on the financial statement report of 2020
Proposal on financial budget report for 2021
Proposal on the “2020 internal control self evaluation report” of the 4th board of supervisors
Proposal on re employment of the company’s audit institution in 2021 on March 30, 2021
Proposal on 2020 profit distribution plan
Proposal on bank loan limit and guarantee in 2021
Proposal on cancellation of some stock options in 2018 stock option incentive plan
Proposal on extending the validity of the resolution of the general meeting of shareholders on issuing A-Shares to specific objects
Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to the issuance of A-Shares to specific objects
Proposal on the report of the first quarter of 2021 of the Fourth Board of supervisors
Three meetings 2021.4.12
Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds issued at the 4th session of the board of supervisors
Proposal on using raised funds to increase capital to subsidiaries to implement raised investment projects on July 5, 2021 of the fourth meeting
Proposal on using raised funds to replace self raised funds invested in projects with raised funds at the 4th session of the 4th board of supervisors
Proposal on changing registered capital and amending the articles of association on August 6, 2021 of the 5th meeting
Proposal on by election of Mr. Guo Xiaoyang as a candidate for non employee representative supervisor of the Fourth Board of supervisors of the company
Proposal on the 2021 semi annual report and its summary of the fourth session of the board of supervisors
Proposal on the special report on the deposit and use of raised funds in the half year of 2021 on August 25, 2021
Proposal on the third quarter report of 2021 of the Fourth Board of supervisors
Proposal on rental housing and related party transactions on October 26, 2021 at the 7th Meeting
Proposal on investment and establishment of innovative drug subsidiaries and related party transactions No. 202110.27 of the Fourth Board of supervisors
Eighth meeting
2、 Opinions of the board of supervisors on relevant matters of the company during the reporting period
In 2021, with the strong support of all shareholders of the company and the active cooperation of the board of directors and the management, the board of supervisors attended the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, conducted necessary supervision and review on the company’s decision-making procedures and the performance of the duties of the company’s directors and senior managers, and comprehensively supervised the company’s legal operation, financial status, related party transactions, internal control, etc, The role of internal supervision and balance of the board of supervisors has been brought into better play. According to the inspection results, the following opinions are expressed on the relevant situation of the company during the reporting period:
(I) legal operation
During the reporting period, the board of supervisors of the company strictly supervised the company’s decision-making procedures, internal control and the performance of directors and senior managers in strict accordance with the requirements of the company law, securities law, other laws, regulations, normative documents and the articles of association, and believed that the company had established a relatively perfect internal control system; When performing their duties, the directors and senior managers of the company comply with the provisions of national laws and regulations, the articles of association and the internal control system, and there is no violation of laws, regulations and the articles of association, nor any behavior damaging the interests of the company and shareholders.
(II) check the company’s financial situation
During the reporting period, the board of supervisors carefully supervised and verified the company’s regular reports, financial reports, financial status, financial management and operating results, and believed that the company’s regular reports truly reflected the company’s financial status and operating results. The audit reports issued by the accounting firm were objective and fair, and there were no false records, misleading statements or major omissions.
(III) acquisition and sale of assets
During the reporting period, the company did not acquire or sell assets.
(IV) related party transactions
1. Renting houses from related parties
During the reporting period, the company will lease the 7th floor and 18th floor of building 16, phase II, wulongjiang middle Avenue 7 Innovation Park, Fuzhou high tech Zone, Fujian Province to the company’s related parties ajian (Fuzhou) gene medical laboratory Co., Ltd. and Fuzhou ji’ang medical laboratory Co., Ltd.
The lease term is from October 1, 2021 to February 28, 2027, of which 202110.1-2022.2.28 are rent free periods, and the rent will be calculated from March 1, 2022. The total rent is 3705600 yuan and 2438400 yuan respectively.
The board of supervisors believes that: This connected transaction is the normal business needs of the company. Both parties to the transaction have followed the principles of objectivity, openness and impartiality. The pricing of connected transactions follows the principle of fair market pricing, 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.
2. Jointly invest with related parties to establish a subsidiary of innovative pharmaceutical holding
During the reporting period, the company jointly initiated the establishment of Fujian Guangsheng Zhonglin Biotechnology Co., Ltd., a subsidiary of innovative drugs, with Fuzhou Aotai phase V investment partnership (limited partnership) (hereinafter referred to as “Aotai phase V”) and Fuzhou Aotai phase VI investment partnership (limited partnership) (hereinafter referred to as “Aotai phase VI”). The company subscribed a total of 315 million yuan of Guangsheng Ganlin’s registered capital with the assets and monetary funds of five innovative drug R & D projects, accounting for 90% of the total registered capital; Aotai phase V invested 17.5 million yuan in monetary capital, accounting for 5% of the total registered capital; Aotai phase VI invested 17.5 million yuan in monetary capital, accounting for 5% of the total registered capital.
The board of supervisors believes that this foreign investment to establish a holding subsidiary to focus on the research and development of innovative drugs is conducive to the separate management of innovative drugs and generic drugs, and give better play to the advantages of professional management; It is helpful for investors to better understand and understand the value of the company and realize the value discovery of innovative drugs; It is conducive to improving the incentive mechanism, attracting excellent professionals, accelerating the process of project development and listing of innovative drugs, which is in line with the interests of the company and all shareholders. This foreign investment follows the principles of objectivity, fairness and rationality, and will not affect the normal operation of the company, and will not have a significant impact on the financial status of the company’s consolidated statements and production and operation.
(V) external guarantee
During the reporting period, except for one case where the company provided guarantee for the 500000 bank loan of the wholly-owned subsidiary Fujian Fujian Cosunter Pharmaceutical Co.Ltd(300436) Jintang Pharmaceutical Co., Ltd., the rest were provided by the company or subsidiaries with their own assets, and there was no guarantee provided to a third party other than the wholly-owned subsidiary and holding subsidiary.
(VI) establishment and implementation of insider information management system
During the reporting period, the board of supervisors considered that the company strictly implemented relevant systems and did a good job in insider information management and insider registration in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange. During the reporting period, the company did not use insider information for illegal stock trading.
(VII) internal control
During the reporting period, the board of supervisors supervised and reviewed the construction and operation of the company’s internal control system. The board of supervisors believed that the company had established a relatively perfect internal control system and could be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflected the construction and operation of the company’s internal control system, and the board of supervisors had no objection to the self-evaluation report of internal control.
(VIII) equity incentive plan
1. 2018 stock option incentive plan
(1) In view of the fact that 19 original incentive objects of the company resigned for personal reasons and did not meet the incentive conditions of the 2018 stock option incentive plan, the company cancelled a total of 134400 stock options granted to the above incentive objects that have not yet been exercised;
(2) The performance assessment objective of the third exercise period of the incentive plan is “based on the operating income of 2017, the growth rate of operating income in 2020 will not be less than 100%”. The growth rate of operating income in 2020 does not meet the performance assessment requirements of the third exercise period of the incentive plan. According to the relevant provisions of the incentive plan, 594300 stock options in the third exercise period will be cancelled.
The total number of the above stock options is 728700. After cancellation, the company’s 2018 stock option incentive plan has been granted 0 stock options. The cancellation of the above stock options was completed in May 2021. The procedures are legal and in line with the measures for the administration of equity incentive of listed companies and the company’s 2018 stock option incentive plan.
2. 2020 stock option incentive plan
On January 14, 2022, the 10th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of 2020 stock option incentive plan. It is considered that the exercise conditions in the first exercise period of 2020 stock option incentive plan have been achieved, It is agreed to handle the exercise procedures for 798000 stock options (accounting for 0.50% of the current total share capital of the company) of 22 incentive objects who meet the exercise conditions in the first exercise period.
On February 10, 2022, the exercise has been approved by Shenzhen Stock Exchange, and the company has completed the registration and declaration of independent exercise in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The number of incentive objects who meet the exercise conditions of the first exercise period of the 2020 stock option incentive plan is 22, and the number of stock options that can be exercised is 798000, accounting for 0.50% of the current total share capital of the company. The exercise price is 31.23 yuan / share, and the actual exercise period is February 15, 2022 to May 11, 2022 (no exercise during the sensitive period). As of the issuance date of this report, 482000 incentive objects have exercised their rights in total.
(IX) renewal of accounting firm
During the reporting period, the company continued to employ Dahua Certified Public Accountants (special general partnership) as the audit institution in 2021. The board of supervisors considered 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.
4、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the securities law and the articles of association, faithfully perform the duties of the board of supervisors, and supervise and inspect the business behavior of the board of directors and senior managers according to law. At the same time, the board of supervisors will continue to strengthen the implementation of the supervision function, take earnestly safeguarding and protecting the interests of the company and all shareholders as its own responsibility, and earnestly perform its duties. Attend the board of directors, the general meeting of shareholders and relevant working meetings according to law, timely grasp the legitimacy and compliance of the company’s major decision-making matters and various decision-making procedures, and further promote the standardized operation of the company. The work plan mainly includes the following aspects:
1. Supervise the construction and effective operation of the company’s internal control system according to law; 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;
4. Constantly strengthen their professional quality and strive to improve their professional ability and performance level.
hereby
