Securities code: Beijing Scitop Bio-Tech Co.Ltd(300858) securities abbreviation: Beijing Scitop Bio-Tech Co.Ltd(300858) Announcement No.: 2022023 Beijing Scitop Bio-Tech Co.Ltd(300858)
Announcement of resolutions of the 14th meeting of the second board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings of the board of supervisors
Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”) the notice of the 14th meeting of the second board of supervisors was sent to all supervisors by email on April 13, 2022, and the meeting was held by means of communication voting at 13:00 p.m. on April 24, 2022. The meeting was convened and presided over by Mr. Chen Jie, chairman of the board of supervisors. Three supervisors should attend the meeting and three supervisors actually attended the meeting. The convening, convening and voting procedures of the 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 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、 Deliberation at the meeting of the board of supervisors
After careful deliberation by all the supervisors present at the meeting, a resolution is formed as follows:
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
In 2021, in strict accordance with the requirements of the company law, the securities law and other laws and regulations, the articles of association and other rules and regulations, the board of supervisors earnestly safeguarded the interests of the company and the rights and interests of all shareholders, diligently and faithfully performed various duties and obligations, gave full play to the supervisory responsibility of the board of supervisors on the corporate governance, supervised and reviewed the relevant matters of the company during the year, and promoted the standardized operation and healthy development of the company, Safeguarding the legitimate rights and interests of the company and all shareholders.
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 supervisors in 2021.
Voting results: 3 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.
(II) deliberated and passed the proposal on the financial final accounts report of 2021
The board of supervisors 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: 3 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) deliberating and adopting the proposal on the annual report of 2021 and its summary
After deliberation, the board of supervisors considered 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, and the contents of the report are true, accurate and complete, without any 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: 3 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 self-evaluation report on internal control in 2021
After deliberation, the board of supervisors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
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: 3 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the profit distribution plan for 2021
After deliberation, the board of supervisors believes that the profit distribution plan for 2021 complies with the relevant provisions of the company law and the articles of association, conforms to the current actual situation of the company, is conducive to the long-term development needs of the company, and does not harm the interests of shareholders.
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 profit distribution plan for 2021 (2022026) on. Voting results: 3 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.
(VI) deliberated and passed the proposal on re employment of audit institutions in 2022
After deliberation, the board of supervisors agreed to renew the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
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 (2022025). Voting results: 3 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 the special report on the deposit and use of raised funds in 2021
After deliberation, the board of supervisors considered that the special report on the deposit and use of raised funds in 2021 complied 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 reflected the actual situation of the deposit and use of raised funds 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 Special report on the deposit and use of raised funds in 2021 (2022022).
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) the proposal on the remuneration scheme of supervisors in 2022 was deliberated and adopted item by item
After deliberation, the board of supervisors held that the remuneration plan for supervisors is formulated according to the current operation and management status of the company, which is conducive to mobilizing the work enthusiasm of non employee representative supervisors and further improving work efficiency and business benefits 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).
8.1 proposal on the remuneration scheme of Mr. Chen Jie, the supervisor in 2022
Voting results: 2 in favor, 0 against and 0 abstention.
Mr. Chen Jie, the supervisor of the company, avoided voting as a related supervisor.
8.2 proposal on the remuneration scheme of Ms. Guo Xiao in 2022
Voting results: 2 in favor, 0 against and 0 abstention.
Ms. Guo Xiao, the supervisor of the company, avoided voting as a related supervisor,
8.3 proposal on the remuneration scheme of Ms. song Jihong, the supervisor in 2022
Voting results: 2 in favor, 0 against and 0 abstention.
Ms. song Jihong, the supervisor of the company, avoided voting as a related supervisor.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on using idle self owned funds for cash management
After deliberation, the board of supervisors believes that the company’s use of idle self owned funds for cash management does not affect the normal operation and capital safety of the company, and is carried out on the premise of effective risk control. At the same time, it can improve the efficiency of capital use, obtain certain investment income, further improve the performance level of the company and protect the interests of shareholders; The relevant deliberation and decision-making procedures performed by the company are legal and compliant. Therefore, the board of supervisors agreed that the company would use some idle self owned funds for cash management.
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: 3 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.
(x) the proposal on using idle raised funds for cash management was deliberated and adopted
After deliberation, the board of supervisors believes that the company’s use of idle raised funds for cash management is carried out on the premise of ensuring that it does not affect the normal construction of raised investment projects and effectively control risks. There is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, and it can effectively improve the use efficiency of raised funds and protect the interests of shareholders; The relevant deliberation and decision-making procedures performed by the company are legal and compliant. Therefore, the board of supervisors agreed that the company would use some idle raised funds for cash management.
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: 3 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.
（11） Deliberated and adopted the proposal on the report of the first quarter of 2022
After deliberation, the board of supervisors believes that the preparation and deliberation procedures of the company’s first quarter report of 2022 comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report can truly, accurately and completely reflect the actual situation of the company, 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 The first quarter report of 2022 (Announcement No.: 2022019) on. Voting results: 3 in favor, 0 against and 0 abstention.
（12） The proposal on the achievement of vesting conditions in the first vesting period of the first part of the restricted stock incentive plan in 2021 was deliberated and adopted
After deliberation, the board of supervisors considered that according to the relevant provisions of the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft), and the authorization of the first extraordinary general meeting of shareholders in 2021 held by the company on February 23, 2021, The company’s restricted stock incentive plan in 2021 granted some restricted stocks for the first time. The vesting conditions specified in the first vesting period have been met, and it is agreed to handle the vesting of restricted stocks for incentive objects who meet the vesting conditions.
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 achievement of vesting conditions in the first vesting period of part of the first vesting period granted by the restricted stock incentive plan in 2021. (Announcement No.: 2022031)
Voting results: 3 in favor, 0 against and 0 abstention.
（13） After deliberation, the board of supervisors considered that the cancellation of some restricted shares complies with relevant laws and regulations, the incentive plan for Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted shares (Draft) and other relevant provisions, and there is no harm to the interests of shareholders. Therefore, the board of supervisors agreed to cancel some restricted shares this time.
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 cancellation of some granted but not vested restricted shares (Announcement No.: 2022032).
Voting results: 3 in favor, 0 against and 0 abstention.
（14） Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects
According to the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “administrative measures”), after careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of supervisors of the company believes that the company meets the conditions for issuing RMB common shares (A shares) to specific objects.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders.
（15） The proposal on the company’s plan to issue shares to specific objects in 2022 was deliberated and adopted one by one
The company’s plan for issuing shares to specific objects in 2022 (hereinafter referred to as “this issuance”) is as follows: 1. Type and par value of shares issued
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
2. Issuing method and time
With the approval of the CSRC, the company will issue the securities to a specific target within the effective period after the approval of the CSRC. Voting results: 3 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
Issue pair of this issue
