Guangzhou Improve Medical Instruments Co.Ltd(300030) Technology Co., Ltd
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company, in strict accordance with the provisions of the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem, the articles of association, the rules of procedure of the board of supervisors and other relevant laws, regulations and rules, and in the spirit of being responsible to all shareholders, scrupulously performed their duties, conscientiously performed their functions and obligations, and fully exercised their supervisory functions over the directors and senior managers of the company, It has played a positive role in the standardized operation and development of enterprises. The main work report of the board of supervisors in 2021 is as follows: I. work of the board of supervisors
The board of supervisors of the company held 7 meetings in 2021, and the convening, convening and voting procedures of the meeting 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:
(I) on January 18, 2021, the company held the sixth meeting of the Fifth Board of supervisors, which reviewed and approved:
1. Proposal on joint investment and related party transactions with related parties
(II) on April 20, 2021, the company held the 7th Meeting of the 5th board of supervisors, which deliberated and approved:
1. Work report of the board of supervisors in 2020
2. 2020 annual report and summary
3. The company’s 2020 financial statement report
4. Proposal on the company’s 2020 profit distribution plan
5. Self evaluation report on internal control in 2020
6. Proposal on restructuring of subsidiaries and related party transactions
7. Proposal on applying for credit line from the bank and requesting the general meeting of shareholders to give corresponding authorization to the chairman 8 First quarter report of 2021
9. Proposal on formulating the shareholder return plan for the next three years (20212023)
10. Proposal on reappointment of audit institutions in 2021
11. Proposal on the prediction of daily connected transactions in 2021
12. Proposal on Amending the articles of Association
13. Proposal on Amending the rules of procedure of the board of supervisors
(III) on June 14, 2021, the company held the 8th meeting of the 5th board of supervisors, which reviewed and approved:
1. Proposal on signing the Management Committee of Zhuhai Hengqin New Area (Hengqin pilot Free Trade Zone) and Guangzhou Improve Medical Instruments Co.Ltd(300030) strategic cooperation agreement
2. Proposal on the proposed change of the company’s registered address, company name and amendment of the articles of Association
3. Proposal on Authorizing the board of directors to handle the change / application procedures of qualification and certification related to the company’s products and businesses
4. Proposal on capital increase of Guangzhou Yangpu Instrument Co., Ltd., a wholly-owned subsidiary
5. Proposal on termination of PPP cooperation and equity transfer of subsidiaries in the overall relocation project of Yizhang County traditional Chinese medicine hospital
6. Proposal on by election of non employee representative supervisors of the 5th board of supervisors of the company
(IV) on August 6, 2021, the company held the 9th meeting of the 5th board of supervisors, which reviewed and approved:
1. 2021 semi annual report and summary
2. Proposal on Authorizing the management of the company to use idle funds to invest in fixed income, guaranteed principal and structured deposit products
(V) on October 12, 2021, the company held the 10th meeting of the 5th board of supervisors, which deliberated and adopted:
1. Proposal on absorption and merger between wholly owned subsidiaries
2. Proposal on Authorizing the management to fully handle the change / application procedures for the merger of subsidiaries (VI) on October 27, 2021, the company held the 11th meeting of the 5th board of supervisors, which was deliberated and adopted:
1. Report of the third quarter of 2021
2. Announcement on the addition of daily related estimated amount in 2021
(VII) on November 22, 2021, the company held the 12th meeting of the 5th board of supervisors, which reviewed and approved:
1. Proposal on the achievement of vesting conditions in the first vesting period of the company’s 2020 restricted stock incentive plan
2. Proposal on Canceling Part of the granted but not yet vested class II restricted shares
2、 Independent opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, the members of the board of supervisors of the company attended the board of directors and the general meeting of shareholders in accordance with the regulations, supervised and inspected the proposals considered by the board of directors and the general meeting of shareholders, standardized management of internal control and other important matters, and expressed their opinions on the following matters:
（1） Legal operation of the company
In 2021, the board of supervisors of the company actively participated in the general meeting of shareholders and attended the meetings of the board of directors as nonvoting delegates 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, and strictly supervised the decision-making procedures, the establishment and implementation of the internal control system and the performance of the directors and senior managers of the company. On this basis, the board of supervisors believes that the company’s decision-making procedures strictly comply with the company law, securities law and other laws and regulations, as well as the relevant provisions of the articles of association, and have established a perfect internal control system. The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company in the process of performing their duties.
（2） Check the company’s financial situation
The board of supervisors carefully supervised, inspected and reviewed the company’s financial status and financial management in 2021. The board of supervisors believes that the company has sound financial system, perfect internal control system, standardized financial operation and good financial condition. The financial report truly, objectively and fairly reflects the financial situation and operating results of the company in 2021. The standard unqualified audit report issued by Lixin Certified Public Accountants (special general partnership) on the company’s financial report is fair, objective and legal.
（3） Evaluation of the company’s internal control in 2021
According to the identification of major defects in the company’s internal control over financial reporting, there were no major defects in the company’s internal control over financial reporting in 2021. The board of supervisors considered that the company had maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports in 2021.
（4） Inspection of related party transactions of the company
During the reporting period, the board of supervisors checked the related party transactions of the company. The board of supervisors believed that the related party transactions of the company in 2021 were fair and impartial, and there was no obvious unfairness, no manipulation of the company’s profits through related party transactions, and no damage to the interests of the company and other shareholders.
（5） Special inspection on the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantees
As of the end of the reporting period, the company had no abnormal occupation of the company’s funds by controlling shareholders and other related parties, no illegal external guarantees, and no damage to the legitimate rights and interests of the company and shareholders.
（6） Supervise the information disclosure management of the company
The company was able to do a good job in information disclosure, internal information management and insider registration in strict accordance with the requirements of information disclosure management system, insider registration system and internal reporting system of major information. No major errors in information disclosure and insider trading by relevant personnel were found.
（7） The board of supervisors issued verification opinions on the company’s 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 2021 annual report prepared and reviewed by the board of directors of the company complied with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflected the actual operation of the company in 2021, without any false records, misleading statements or major omissions.
3、 2022 annual work plan
The board of supervisors of the company will resolutely implement the established strategic policies of the company, strictly abide by the responsibilities entrusted to the board of supervisors by national laws and regulations, the articles of association and the rules of procedure of the board of supervisors, strictly abide by their duties, supervise and urge the standardized operation of the company and improve the corporate governance structure of the company. The main work plans for 2022 include:
1. Strengthen the study and training of supervisors. The company’s supervisors will further study the laws and regulations promulgated by the state, actively participate in the training organized by regulatory agencies and industry associations, improve their supervision awareness and ability, and continue to promote the self construction of the board of supervisors. Play a professional role of supervision and inspection in corporate governance.
2. Pay more attention to the company’s investment, property disposal, mergers and acquisitions, 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. Therefore, the board of supervisors of the company will strengthen the supervision of the above major matters to ensure that the company implements effective internal control measures to prevent contingent risks.
3. The board of supervisors will further strengthen the contact with shareholders, strengthen the supervision of the company’s financial situation, major events and the legality and compliance of the company’s directors, managers and other senior managers in performing their duties, and safeguard the rights and interests of the company, its shareholders and employees.
To sum up, in 2021, the board of supervisors fully fulfilled its supervision obligations in accordance with the responsibilities and rights conferred by laws and regulations, and played a role in the standardized operation of the company. In 2022, the board of supervisors will further expand its work ideas, focus on faithfully safeguarding the interests of the company and all shareholders, strive to do a good job in various work and give full play to various supervision functions. Each member of the board of supervisors will earnestly perform the supervision duties, supervise and urge the standardized operation of the company, successfully complete the company’s business objectives and maximize the interests of the company’s shareholders through the joint efforts of all members of the company.
Guangzhou Improve Medical Instruments Co.Ltd(300030) Technology Co., Ltd. board of supervisors April 21, 2022
