Guangdong Vtr Bio-Tech Co.Ltd(300381)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) conscientiously performed the functions of the board of supervisors in accordance with the requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, in the attitude of being responsible to all shareholders and in order to effectively safeguard the interests of the company and the rights and interests of minority shareholders, exercised its functions and powers independently according to law and actively carried out relevant work. All the supervisors attended all the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates. The board of supervisors supervised and inspected the implementation of the company’s finance, the resolutions of the general meeting of shareholders, the major decision-making procedures of the board of directors and the operation of the company according to law, and the performance of the duties of the directors and senior managers of the company. While safeguarding the interests of the company and the legitimate rights and interests of shareholders, it promoted the standardized operation, healthy and sustainable development of the company.
The board of supervisors believes that the members of the board of directors and senior managers of the company are loyal to their duties and have fully implemented all work. There are no illegal operations or acts detrimental to the interests of shareholders in the management and operation of 2021. The main work report of the board of supervisors in 2021 is as follows, which needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. 1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 11 meetings, which were in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. The details are as follows:
1. The 40th meeting of the 6th board of supervisors
The 40th meeting of the 6th board of supervisors of the company was held on site on January 22, 2021. The meeting deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
2. The 41st meeting of the 6th board of supervisors
The 41st meeting of the sixth board of supervisors of the company was held on January 28, 2021. The meeting deliberated and adopted the proposal on the company’s compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects (including 20 sub proposals), the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report of the company’s plan to issue convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report of the company’s use of funds raised by issuing convertible corporate bonds to unspecified objects, proposal on the report on the use of funds raised by the company in the previous time Proposal on the company issuing convertible corporate bonds to unspecified objects, diluting the immediate return, taking filling measures and commitments of relevant subjects, proposal on the rules of the meeting of holders of convertible corporate bonds issued by the company to unspecified objects.
3. The 42nd meeting of the 6th board of supervisors
The 30th meeting of the sixth board of supervisors of the company was held on February 3, 2021. The meeting deliberated and adopted the proposal on the election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the seventh board of supervisors, the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 and proposal on borrowing from controlling shareholders and related party transactions.
4. The first meeting of the 7th board of supervisors
The first meeting of the seventh board of supervisors of the company was held on site on February 22, 2021. The meeting deliberated and adopted the proposal on the election of the chairman of the seventh board of supervisors.
5. The second meeting of the 7th board of supervisors
The second meeting of the seventh board of supervisors of the company was held on March 16, 2021. The meeting deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan, the proposal on granting restricted stocks for the first time in 2021 to incentive objects Proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (grant date).
6. The third meeting of the seventh board of supervisors
The third meeting of the seventh board of supervisors of the company was held on site on March 23, 2021. The meeting deliberated and adopted the proposal on providing guarantee amount for subsidiaries in 2021.
7. The 4th meeting of the 7th board of supervisors
The fourth meeting of the seventh board of supervisors of the company was held on April 23, 2021. The meeting deliberated and adopted the proposal on the company’s 2020 annual report and its summary, the proposal on the work report of the company’s 2020 annual board of supervisors, the proposal on the company’s 2020 financial final account report, the proposal on the company’s 2020 profit distribution plan The proposal on the deposit and actual of the company’s raised funds in 2020, the proposal on the special report on the occupation of the company’s non operating funds and other related capital transactions, the proposal on the realization of the performance commitment of Shiwei technology, the proposal on the reappointment of the audit institution in 2021, and the proposal on the subsidy scheme of the company’s supervisors in 2021.
8. The 5th meeting of the 7th board of supervisors
The fifth meeting of the seventh board of supervisors of the company was held on April 27, 2021. The meeting deliberated and adopted the proposal on the company’s first quarter report in 2021, the proposal on the acquisition of minority equity of Shiwei technology, a holding subsidiary, and the proposal on capital increase and share expansion and related party transactions of wholly-owned subsidiaries. 9. The 6th meeting of the 7th board of supervisors
The sixth meeting of the seventh board of supervisors of the company was held on June 30, 2021 in an on-site manner. The meeting deliberated and adopted the proposal on the revision of the plan for the company to issue convertible corporate bonds to unspecified objects, the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects (Revised Draft) Proposal on the demonstration and analysis report (Revised Draft) of the company’s plan to issue convertible corporate bonds to unspecified objects, proposal on the feasibility analysis report (Revised Draft) of the company’s use of funds raised by issuing convertible corporate bonds to unspecified objects, proposal on the report on the use of funds raised by the company in the previous time Proposal on the company issuing convertible corporate bonds to unspecified objects, diluting the immediate return, taking filling measures and commitments of relevant subjects (Revised Draft), etc.
10. The 7th Meeting of the 7th board of supervisors
The seventh meeting of the seventh board of supervisors of the company was held on August 20, 2021. The meeting deliberated and adopted the proposal on the full text and summary of the company’s 2021 semi annual report and the proposal on the special report on the deposit and use of raised funds in the first half of 2021.
11. The 8th meeting of the 7th board of supervisors
The eighth meeting of the seventh board of supervisors of the company was held on site on October 26, 2021. The meeting deliberated and adopted the proposal on the third quarter report of the company in 2021.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company conscientiously performed the functions of the board of supervisors 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, and carefully supervised and inspected the company’s legal operation, financial situation, internal control and other matters. According to the inspection results, Relevant to the company during the reporting period
1. Legal operation of the company
During the reporting period, the board of supervisors supervised the company’s decision-making procedures and the performance of the company’s directors and senior managers in accordance with the functions and powers conferred by the company law, the articles of association and the rules of procedure of the board of supervisors, attended all meetings of the board of directors and the general meeting of shareholders in accordance with the law, and had no objection to the contents of various reports and proposals submitted by the board of directors to the general meeting of shareholders for deliberation.
The board of supervisors believes that the company operates in strict accordance with various laws and regulations, and the internal control system is relatively perfect. The convening, convening and resolutions of the general meeting of shareholders and the meeting of the board of directors of the company comply with the provisions of relevant laws and regulations. The board of directors of the company operates in a standardized manner, with legal procedures and reasonable decisions. In 2021, the resolutions of the general meeting of shareholders were seriously implemented. The directors and senior managers of the company are diligent and responsible in performing their duties, and do not violate laws, regulations, the articles of association or damage the interests of the company and shareholders.
2. Check the company’s financial situation
All supervisors conducted careful supervision and inspection on the company’s financial status and financial management in 2021, and believed that the company’s financial system was sound and the financial operation was standardized during the reporting period, and no violation of rules and disciplines was found. After verification, the board of supervisors believes that the company’s 2021 financial statement complies with the relevant provisions of the accounting standards and truly, accurately, completely and fairly reflects the company’s financial situation and operating results in 2021. The related party transactions during the reporting period were conducted in accordance with the principles of fairness and voluntariness, which would not affect the business independence of the company and would not damage the interests of the company and other shareholders.
3. Equity incentive
The board of supervisors reviewed the company’s restricted stock incentive plan in 2021 and the list of incentive objects granted by the restricted stock incentive plan. The equity incentive plan complies with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association. The incentive objects have the required qualifications, The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
4. Related party transactions of the company
During the reporting period, the company did not have any major related party transactions. The decision-making procedures of related party transactions met the provisions of relevant laws, regulations and the articles of association. The pricing was fair and there was no behavior damaging the interests of the company and all shareholders.
5. External guarantee, equity and asset replacement of the company
During the reporting period, the company’s external guarantees were bank credit guarantees for the subordinate companies within the scope of the consolidated statements, in line with the provisions of relevant laws, regulations and the articles of association, and performed the necessary review procedures. There was no situation that harmed the interests of the company and all shareholders, especially the minority shareholders.
During the reporting period, the company did not have any debt restructuring, non monetary transactions, asset replacement and other matters, nor did it have any other circumstances that damaged the interests of the company’s shareholders or caused the loss of the company’s assets.
6. Establishment and implementation of insider information management system by the company
During the reporting period, the board of supervisors of the company supervised the establishment and implementation of the insider management system of the company. The board of supervisors believed that during the reporting period, the company had established the insider registration management system in accordance with the requirements of laws and regulations. During the reporting period, the company strictly implemented the relevant management system of insider information and strictly standardized the information transmission process. During the reporting period, no insider disclosed insider information, conducted insider trading or suggested others to use insider information for trading.
7. Opinions on the self-evaluation report of the company’s internal control
The board of supervisors reviewed the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and issued the following audit opinions:
The company has established a relatively perfect internal control system, which meets the requirements of national laws and regulations and the needs of the current actual operation of the company. It has protected and controlled the company’s assets in an orderly and effective manner, and played a key role in the company’s internal management process. The company’s internal control organization is complete, and the implementation and supervision of key internal control activities are fully and effectively. The company’s 2021 internal control self evaluation report comprehensively, truly and objectively reflects the construction, operation and supervision of the company’s internal control system. The rectification plan formulated has strong pertinence and operability, which is conducive to improving the internal control governance environment, enhancing the internal control governance ability and improving the internal control governance efficiency.
8. Opinions on the deposit and actual use of the company’s raised funds
The board of supervisors held that the company used the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and disclosed the use of the raised funds in a timely manner, and there were no violations in the use and management of the raised funds.
3、 Work plan for 2022
In 2022, the board of supervisors of the company will continue to implement the company’s strategic policy, strictly comply with the responsibilities entrusted to the board of supervisors by national laws and regulations and the articles of association, urge the company to standardize its operation, improve the corporate governance structure, and work hard to safeguard the interests of shareholders and the company and promote the sustainable development of the company. At the same time, the board of supervisors will strengthen the supervision of the company’s foreign investment, asset restructuring, related party transactions and other major matters. The above matters are related to the stability and sustainability of the company’s long-term operation and may have a significant impact on the company’s operation. The board of supervisors will strengthen the supervision of the above major matters to ensure that the company effectively implements internal control measures and prevents possible risks.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of supervisors
April 23, 2022
