Securities code: Cisen Pharmaceutical Co.Ltd(603367) securities abbreviation: Cisen Pharmaceutical Co.Ltd(603367) Announcement No.: 2022030
Cisen Pharmaceutical Co.Ltd(603367)
Announcement of resolutions of the 11th meeting of the 4th board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of supervisors
Cisen Pharmaceutical Co.Ltd(603367) (hereinafter referred to as “the company”) the 11th meeting of the 4th board of supervisors was held in the conference room on the fifth floor of the company’s office building by on-site voting on April 26, 2022. The notice of the meeting of the board of supervisors was sent out by OA system, telephone and other communication methods on April 18, 2022. Three supervisors shall attend the meeting and three supervisors shall attend the meeting on site. The convening and convening procedures of this meeting comply with the company law and other relevant laws and regulations and the relevant provisions of the articles of association. The resolutions of the meeting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following proposals:
(I) deliberated and passed the proposal on the full text and summary of the company’s 2021 annual report
After deliberation, the board of supervisors believes that the preparation and deliberation procedures of the full text and summary of the company’s 2021 annual report comply with the relevant provisions of laws, regulations, the articles of association and the company’s internal management system; The content and format of the full text and abstract of the company’s 2021 annual report comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange. The information contained does not contain any false records, misleading statements or major omissions, and truly, accurately and completely reflects the company’s current operation and financial status. It is not found that the personnel involved in the preparation and review of the 2021 annual report have violated the confidentiality provisions or other provisions, and it is agreed that the company will disclose the full text and summary of the 2021 annual report on time.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the board of supervisors in 2021
After deliberation, the board of supervisors held that during the reporting period, the company’s supervisors were diligent and responsible. The board of supervisors held meetings in accordance with the regulations and had no objection to the supervision matters during the reporting period. In accordance with the company law, the articles of association and other relevant provisions, the board of supervisors supervised the convening of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders and the performance of the duties of the company’s senior managers, It is believed that the company has established and improved the corporate governance structure and continuously improved the construction of internal control.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the remuneration plan of the company’s supervisors in 2022
In order to fully mobilize the enthusiasm and creativity of the company’s supervisors and promote the steady and rapid development of the company, the remuneration and assessment committee of the board of directors has formulated the remuneration plan of the company’s supervisors in 2022. According to the relevant systems of the company, combined with the actual situation of the company’s business scale and with reference to the industrial remuneration level, the remuneration plan of the company’s supervisors in 2022 is formulated.
1. Applicable object
This plan is applicable to the supervisors of the company.
2. 2022 annual remuneration plan for supervisors of the company
(1) Supervisors who hold specific positions in the company shall not receive remuneration in the company as supervisors. According to his other specific positions in the company and after assessment according to the company’s assessment scheme, he will receive salary.
(2) Supervisors who do not hold other specific positions in the company shall not receive remuneration in the company.
Whether the total pre tax remuneration obtained from the company is paid by the position of the company’s affiliated name (10000 yuan)
Wu Hengke, chairman of the board of supervisors 16.00 no
Supervisor Zhao Enlong 15.00 no
Liu Yan employee representative supervisor 5.00 no
3. The applicable period of the salary scheme is from January 1, 2022 to December 31, 2022.
The company will adjust the salary paid before the scheme takes effect to ensure that the salary is implemented according to the scheme.
4. Other matters
(1) The remuneration standard of the company’s supervisors is the amount before tax, and the company will withhold and pay individual income tax, various social insurance, housing provident fund and other expenses in accordance with the relevant provisions of the state and the company;
(2) The remuneration of the company’s supervisors shall be paid on an average monthly basis according to the basic remuneration received by their other specific positions in the company, and the performance remuneration shall be paid after assessment according to the company’s assessment scheme. The specific payment amount is linked to the completion of the company’s annual business indicators and personal performance evaluation. Those who leave office due to the change of term, re-election, resignation within the term of office and other reasons shall be calculated and paid according to their actual term of office. There is no need to avoid voting on this proposal.
(3) The performance appraisal standard shall refer to the standard of 2022.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(IV) after deliberation, the board of supervisors held that the company’s 2021 financial statement report and 2022 financial budget report objectively, fully and truly reflected the company’s financial situation and operating results in 2021, and the 2022 financial budget met the requirements of the company’s development strategy.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the company’s annual profit distribution plan in 2021
After deliberation, the board of supervisors held that the profit distribution plan was put forward on the premise of ensuring the normal operation and long-term development of the company and comprehensively considering the operation and development of the company and the interests of the majority of investors; It complies with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, strictly implements the relevant decision-making procedures, meets the actual operation situation and future business development needs of the company, and is conducive to the healthy, stable and sustainable development of the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) the proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
After deliberation, the board of supervisors believes that the company has established a relatively complete internal control system, and all business activities and major decision-making behaviors of the company are effectively carried out in strict accordance with the provisions of relevant laws, administrative regulations and departmental rules, so as to achieve effective internal control, and there are no major defects in internal control over financial reporting and non-financial reporting.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the special report on the deposit and use of the company’s raised funds in 2021
After deliberation, the board of supervisors considered that the management and use of the company’s raised funds had fulfilled the relevant approval procedures and met the requirements of relevant laws and regulations.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
After deliberation, the board of supervisors held that the daily related party transactions between the company and related parties were carried out due to the needs of the company’s normal business development and in line with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations. The related directors have avoided voting when considering the above matters. The price of related party transactions is determined through consultation with reference to the market price, and the transaction price is fair and reasonable, There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) deliberated and passed the proposal on the company’s report for the first quarter of 2022
After deliberation, the board of supervisors held that the preparation and deliberation procedures of the company’s report for the first quarter of 2022 comply with the provisions of laws, administrative regulations, the articles of association and the company’s internal management system, the company operates in strict accordance with the accounting standards for business enterprises and the accounting system for business enterprises, and the content of the company’s report for the first quarter of 2022 truly reflects the company’s financial status, operating results and other matters, No personnel involved in the preparation and review of the first quarter report were found to have violated the confidentiality provisions.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Cisen Pharmaceutical Co.Ltd(603367) board of supervisors April 26, 2022
