Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Work report of the board of supervisors in 2021
Dear shareholders, directors and supervisors
In 2021, in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and the requirements of relevant laws and regulations, the board of supervisors of the company diligently performed its supervision duties, earnestly safeguarded the rights and interests of the company and all shareholders, and promoted the standardized operation of the company. The specific work is reported as follows:
1、 Main work of the board of supervisors in 2021
(I) during the reporting period, with the strong support of all shareholders of the company and the active cooperation of the board of directors and management, supervisors attended the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates, participated in the discussion of major decisions of the company, and supervised the proposals and meeting procedures of each general meeting of shareholders and the board of directors according to law.
In 2021, the members of the board of supervisors attended the annual general meeting of shareholders once, the extraordinary general meeting of shareholders once and the meeting of the board of directors seven times; The board of supervisors held 6 meetings and considered and passed 21 proposals. The convening and convening procedures of the meeting of the board of supervisors comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors, and the meeting procedures are legal and effective. All supervisors have no objection to the proposal submitted to the board of supervisors for deliberation.
(II) the specific deliberation proposals are as follows:
Time session consideration
2021 / 1 / 4 the 10th meeting of the third board of supervisors 1. Deliberated and adopted the proposal on share repurchase scheme
meeting
1. Deliberated and adopted the proposal on the 2020 annual report and the 2020 annual report summary
2. Deliberated and passed the proposal on the financial final report in 2020 3. Deliberated and passed the proposal on the financial budget report in 2021 4. Deliberated and passed the proposal on the company’s profit distribution plan in 2020
5. Deliberated and passed the proposal on the 2020 annual work report of the board of supervisors. 6. Deliberated and passed the proposal on the remuneration scheme of supervisors in 2021
7. The proposal on the company’s continuing appointment of Lixin Certified Public Accountants (the 11th general partnership of the third board of supervisors on April 9, 2021) as the company’s audit institution in 2021 was reviewed and approved
8. The meeting deliberated and adopted the proposal on changes in accounting policies
9. Deliberated and adopted the proposal on the self-evaluation report on internal control in 2020
10. The proposal on the self inspection form for the implementation of internal control rules in 2020 was considered and adopted
11. The proposal on the special report on the deposit and use of the company’s raised funds in 2020 was deliberated and adopted
12. The proposal on the prediction of the company’s daily connected transactions in 2021 was deliberated and adopted
On April 27, 2021, the 12th session of the third session of the board of supervisors deliberated and adopted the proposal on the full text of the company’s report for the first quarter of 2021 and the text of the report for the first quarter of 2021
1. Deliberated and passed the proposal on Revising the company’s plan for public issuance of convertible corporate bonds
2. The proposal on the company’s plan for public issuance of convertible corporate bonds (Revised Version) was deliberated and adopted
On July 23, 2021, the 13th session of the third session of the board of supervisors deliberated and adopted the proposal on the impact of the public issuance of convertible corporate bonds on the company’s main financial indicators and filling measures and the commitments of relevant subjects (Revised Draft)
4. Deliberated and adopted the proposal on the rules for the meeting of bondholders of convertible companies (Revised Version)
1. Deliberated and adopted the 14th proposal of the third session of the board of supervisors on August 20, 2021 on the company’s 2021 semi annual report and its summary
2. The meeting deliberated and adopted the proposal on the special report on the deposit and use of raised funds in the half year of 2021
On October 26, 2021, the 15th meeting of the third session of the board of supervisors deliberated and adopted the proposal on the company’s report for the third quarter of 2021
2、 Review opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, based on the principle of being responsible to the company and all shareholders, the board of supervisors performed its duties independently according to the law and in strict accordance with the relevant provisions of the company law and the articles of association, and earnestly performed the supervisory powers and duties entrusted by the law and shareholders.
In accordance with the rules of procedure of the board of supervisors, the board of supervisors standardized the daily supervision and rules of procedure of the board of supervisors, carefully supervised and inspected the company’s legal operation, financial situation, internal control, raised funds, related party transactions and other matters, and effectively played the supervisory role of the board of supervisors.
According to the inspection results, the board of supervisors expressed the following opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
In 2021, the members of the board of supervisors attended the general meeting of shareholders and the board of directors of the company as nonvoting delegates, and supervised and inspected the convening procedures, resolutions, implementation and performance of senior managers of the company. The board of supervisors believes that the company’s operation is standardized and the decision-making is reasonable, and the board of directors of the company can operate in strict accordance with the requirements of the company law, the articles of association and other relevant laws, regulations and systems; The company’s decision-making procedures have strictly followed the company law, securities law and other laws and regulations, as well as the provisions made by the CSRC and the articles of association, established an internal control system, and continued to improve in combination with relevant laws, regulations and the company’s development needs. Directors and senior managers have earnestly performed their duties and safeguarded the legitimate rights and interests of the company, shareholders, employees and other stakeholders. The training of directors, supervisors and senior members has been continuously strengthened. (II) financial inspection of the company
During the reporting period, the members of the board of supervisors effectively supervised and reviewed the company’s financial status, financial management and operating results in 2021 by listening to the special report of the company’s financial director, reviewing the company’s annual report and reviewing the audit report issued by the accounting firm. It is believed that the company’s financial accounting is accurate, the internal control mechanism is effective, the financial situation is good, the financial report truly reflects the company’s financial situation and operating results, and no false records or major omissions are found. Lixin Certified Public Accountants (special general partnership) issued an unqualified audit report. The preparation and audit procedures of the report comply with relevant regulations and truly, accurately and completely reflect the financial status and operating results of the company.
(III) deposit and use of the company’s raised funds
The board of supervisors has effectively supervised the deposit and use of the raised funds in 2021 and believes that the use of the raised funds of the company can be carried out in strict accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and there is no illegal use of the raised funds. In terms of the management of raised funds, it can be implemented in strict accordance with the provisions of the company’s raised funds management system, and there is no violation of the deposit and use of raised funds, no disguised change of the investment direction of raised funds and damage to the interests of shareholders.
(IV) external investment of the company
During the reporting period, the company made two new investments:
(1) Shaanxi Panlong Pharmaceutical Research Institute invested and established Shaanxi Qinmai medical preparation centralized preparation Co., Ltd., with a shareholding ratio of 60%;
(2) Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) plans to invest in the establishment of Shaanxi Qinlong Yaokang investment partnership (limited partnership), and plans to invest 40 million yuan.
The board of supervisors believes that the company’s foreign investment behavior complies with legal procedures and the decision-making results are legal and effective.
(V) inspection of related party transactions of the company
During the reporting period, the board of supervisors supervised the related party transactions of the company, and the related party transactions were as follows:
The company purchased natural gas from Zhashui Jiahua Natural Gas Co., Ltd. the decision-making procedures of related party transactions comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association. The price of related party transactions is fair, does not violate the principles of fairness, impartiality and openness, meets the actual needs of the company’s production and operation, and does not damage the interests of the company and shareholders.
(VI) external guarantee of the company
During the reporting period, the company did not provide guarantees for controlling shareholders and other related parties in violation of regulations, nor did it occupy funds by related parties, nor did it damage the interests of shareholders or cause the loss of assets of the company.
(VII) opinions on self-evaluation report of internal control
The board of supervisors reviewed the construction and operation of the company’s internal control system and the internal control evaluation report in 2021, and believed that the internal control system met the requirements of relevant national laws and regulations and the actual needs of the company, played a good role in risk prevention and control in the company’s operation and management, ensured the orderly and effective development of the company’s business activities and protected the safety and integrity of the company’s assets, Safeguarding the interests of the company and shareholders. The self-evaluation report on internal control in 2021 issued by the board of directors truly and objectively reflects the construction and operation of the company’s internal control.
(VIII) review opinions on the company’s 2021 Annual Report
The board of supervisors reviewed the company’s 2021 annual report and its abstract and the company’s 2021 annual report prepared by the board of directors, and considered that its procedures 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; No personnel involved in the preparation and review of the annual report were found to have violated the confidentiality provisions.
(IX) establishment of insider information management system by the company
During the reporting period, the company strictly implemented the confidentiality and registration management of insider information in accordance with the requirements of the insider registration system and relevant laws and regulations, and the directors, senior managers and other relevant insiders strictly complied with the insider management system. During the reporting period, there was no disclosure of insider information before public disclosure, nor was it found that relevant personnel used insider information to engage in insider trading.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors of the company continued to perform its supervisory duties diligently and promote the standardized operation of the company in accordance with the company law, securities law and other laws and regulations and the articles of association. The work plan of the board of supervisors for 2022 mainly includes the following aspects:
1. Supervise the legal operation of the company, actively urge the construction and effective operation of the internal control system, further promote the standardized operation of the company and safeguard the interests of the company and all shareholders;
2. Strengthen the implementation of supervision functions, participate in the general meeting of shareholders and the board of directors of the company according to law, and timely grasp the legitimacy and compliance of major decision-making matters and decision-making procedures of the company;
3. Check the company’s financial situation and supervise the company’s financial operation through regular understanding and review of financial reports; 4. Strengthen work communication with the board of directors and management, continue to supervise the performance of directors and senior managers of the company, and prevent acts damaging the interests and image of the company; 5. Strengthen the supervision of the company’s foreign investment, asset disposal, related party transactions and other major matters; 6. Continue to promote the self construction of the board of supervisors, improve its business level and ability to perform its duties, strengthen the study of laws and regulations, financial management, internal control construction, corporate governance and other relevant aspects, and give better play to the supervision function of the board of supervisors.
