Securities code: Beijing Scitop Bio-Tech Co.Ltd(300858) securities abbreviation: Beijing Scitop Bio-Tech Co.Ltd(300858) Announcement No.: 2022021 Beijing Scitop Bio-Tech Co.Ltd(300858)
Announcement of resolutions of the 15th meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings of the board of directors
1. Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”) the notice of the 15th meeting of the second board of directors was sent to all directors by email on April 13, 2022, and the time, content and method of the meeting were listed.
2. The meeting was held in the company’s conference room at 10:00 a.m. on April 24, 2022, by means of on-site combined with communication voting.
3. There are 7 directors who should attend the meeting, and 7 actually attended the meeting.
4. The board of directors was convened and presided over by the chairman, Ms. sun Tiansong, and the supervisors and senior managers of the company attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws and regulations and the relevant provisions of Beijing Scitop Bio-Tech Co.Ltd(300858) articles of Association (hereinafter referred to as the “articles of association”), and the meeting is legal and effective. 2、 Deliberations of the board meeting
After careful deliberation by all directors present at the meeting, the resolution is as follows:
(I) deliberated and passed the proposal on the work report of the general manager in 2021
The board of directors of the company listened carefully to the general manager’s work report for 2021 made by Mr. Liu Xiaojun, the general manager, and believed that the report truly and objectively reflected the overall operation of the company in 2021. The management effectively implemented the resolutions of the general meeting of shareholders and the board of directors and completed all the work in 2021. The content of the report was objective, true, accurate and complete.
Voting results: 7 in favor, 0 against and 0 abstention.
(II) deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, all directors were responsible and diligent. The board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with laws, regulations and the articles of association, earnestly performed their duties and constantly standardized corporate governance.
Ms. Yao Su, the former independent director of the company, and Mr. Liu Hongyue, Ms. Jiang Ruibo and Ms. Liu Huiyu, the current independent directors, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Report on the work of the board of directors in 2021 and report on the work of independent directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
The board of Directors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Financial final accounts report of 2021 on.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the annual report of 2021 and its summary
The board of Directors believes that the annual report 2021 and the summary of the annual report 2021 of the company 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’s operation, and there are no false records, misleading statements or major omissions.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Annual report of 2021 (Announcement No.: 2022016) and summary of annual report of 2021 (Announcement No.: 2022017).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on self-evaluation report on internal control in 2021
The board of Directors considers that the company has maintained effective internal control in all aspects in accordance with the relevant provisions of the company’s internal control system.
The independent directors of the company expressed their independent opinions on the matter, the sponsor Credit Suisse Securities (China) Co., Ltd. issued verification opinions, and Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the internal control assurance report (Zhonghuan zhuanzi (2022) No. 0110070).
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Self evaluation report on internal control in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
(VI) deliberation and approval of the proposal on the profit distribution plan for 2021
The company’s profit distribution plan for 2021 is in line with the company’s future business development needs, the company law, the articles of association and other relevant systems and regulations, and has legitimacy, compliance and rationality.
The independent directors of the company expressed their independent opinions on the matter.
The specific information disclosed on the website of China Securities Regulatory Commission (www.info.cn. See details on the same day) Announcement on 2021 profit distribution plan (Announcement No.: 2022026).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
The board of Directors believes that Zhongshen Zhonghuan Certified Public Accountants (special general partnership) can follow the professional standards of independence, objectivity and impartiality in the audit work, and the report issued can objectively and truly reflect the company’s financial situation and operating results. Agree to renew the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Announcement on renewing the appointment of audit institutions in 2022 (Announcement No.: 2022025).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
The board of Directors believes that the special report on the deposit and use of raised funds in 2021 complies with relevant laws and regulations and the relevant provisions on the deposit and use of raised funds in the company’s measures for the administration of raised funds, and the content of the report truly, accurately and completely reflects the actual situation of the deposit and use of raised funds in 2021.
The independent directors of the company expressed their independent opinions on the matter, the sponsor Credit Suisse Securities (China) Co., Ltd. issued its verification opinions, and China audit Zhonghuan Certified Public Accountants (special general partnership) issued the assurance report on the annual deposit and actual use of Beijing Scitop Bio-Tech Co.Ltd(300858) raised funds (Zhonghuan zhuanzi (2022) No. 0110071).
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022022).
Voting results: 7 in favor, 0 against and 0 abstention.
(IX) deliberated and passed the proposal on the remuneration scheme of non independent directors in 2022
The board of Directors believes that the remuneration scheme for non independent directors is formulated according to the current operation and management status of the company, which is conducive to mobilizing the work enthusiasm of non independent directors and further improving work efficiency and operating efficiency of the company. For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 (Announcement No.: 2022029).
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 3 in favor, 0 against and 0 abstention.
Sun Tiansong, Liu Xiaojun, Qiao Qianxiang and Ma Jie, the company’s non independent directors, avoided voting as related directors, and other non related directors participated in the voting of this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the remuneration scheme of independent directors in 2022
The board of Directors believes that the remuneration scheme of independent directors is formulated according to the current operation and management status of the company, which is conducive to mobilizing the work enthusiasm of independent directors and further improving the work efficiency and operating efficiency of the company.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 (Announcement No.: 2022029).
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention.
Liu Hongyue, Jiang Ruibo and Liu Huiyu, the independent directors of the company, avoided voting as related directors, and other non related directors participated in the voting of this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） Deliberated and passed the proposal on the 2022 annual salary plan for senior managers
The board of Directors believes that the remuneration scheme for senior managers is formulated according to the current operation and management status of the company,
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 (Announcement No.: 2022029).
The independent directors of the company expressed their independent opinions on the matter.
Liu Xiaojun, the director of the company, served as the general manager of the company, and Qiao Xiangqian, the director, served as the deputy general manager of the company. As an affiliated director, he avoided voting, and other non affiliated directors participated in the voting of this proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
（12） The proposal on using idle self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of idle self owned funds, on the premise of ensuring that it does not affect the normal operation and capital safety of the company and effectively controlling risks, the company plans to use the temporarily idle self owned funds with a total amount of no more than RMB 300 million (including this amount) for cash management, so as to better maintain and increase the value of cash and protect the interests of shareholders of the company. The company intends to purchase investment and wealth management products with high security, good liquidity, low risk and a maximum term of no more than 12 months issued by commercial banks and other financial institutions, including but not limited to wealth management products, income certificates, structured deposits, call deposits, etc. issued by commercial banks, securities companies and other formal financial institutions.
The independent directors of the company expressed their independent opinions on the matter, and the sponsor Credit Suisse Securities (China) Co., Ltd. issued verification opinions.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Announcement on using idle self owned funds for cash management (Announcement No.: 2022027).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on using idle raised funds for cash management was deliberated and adopted
In order to improve the use efficiency of raised funds, the company plans to use a total amount of temporary benefits of no more than RMB 290 million (including this amount) on the premise of ensuring that the normal construction of raised investment projects is not affected and risks are effectively controlled. The company intends to purchase investment and wealth management products with high security, good liquidity, low risk and a maximum term of no more than 12 months issued by commercial banks and other financial institutions, including but not limited to wealth management products, income certificates, structured deposits, call deposits, etc. issued by commercial banks, securities companies and other formal financial institutions, which can be recycled and used within the above limit and term.
The independent directors of the company expressed their independent opinions on the matter, and the sponsor Credit Suisse Securities (China) Co., Ltd. issued verification opinions.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the same day by the company on the website designated by the CSRC for information disclosure Announcement on using idle raised funds for cash management (Announcement No.: 2022028).
Voting results: 7 in favor, 0 against and 0 abstention.
