2021 annual report of independent directors
As an independent director of Sino Biological Inc(301047) (hereinafter referred to as “the company”), In 2021, in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of shares on the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of Companies listed on the gem of Shenzhen Stock Exchange and other laws Regulations and normative documents, as well as the provisions and requirements of the articles of association and the working system of independent directors of the company, earnestly fulfilled the duties and obligations of independent directors in good faith and diligence, actively attended relevant meetings, carefully considered various proposals of the board of directors, participated in the discussion of the company’s operation and development, and expressed fair and objective independent opinions on relevant matters of the company, Give full play to the independent role of independent directors and effectively safeguard the standardized operation of the company and the overall interests of shareholders. The report on the work of 2021 is as follows:
1、 Basic information of independent directors
The proposal on election of directors of Sino Biological Inc(301047) the first board of directors was deliberated and approved at the founding meeting and the first general meeting of shareholders in 2020 held on March 26, 2020, and Mr. Yu Changyuan was elected as an independent director of the first board of directors of the company. Specific personal work experience, professional background and part-time work are as follows:
Yu Changyuan, male, born in 1962, doctor, professor and doctoral supervisor. He is currently an independent director of the company, and also serves as a member of the natural products branch of the Chinese society of traditional Chinese medicine, the Beijing Society of experimental animals and the independent director of baiaosaitu (Beijing) Pharmaceutical Technology Co., Ltd. He has long been engaged in scientific research and teaching in the field of life science and technology, and has rich professional knowledge and experience in the field of life science and technology.
2、 Annual performance of independent directors
(I) attendance at board meetings
In 2021, the company held six Board meetings. As an independent director, I attended the meeting of the board of directors in strict accordance with the provisions and requirements of the articles of association and the rules of procedure of the board of directors, attended the meeting of the board of directors in the form of on-site attendance or communication voting, earnestly performed the diligent duties of the independent director, and was not absent. Before the board meeting, with a rigorous and responsible attitude, I carefully studied the meeting materials, took the initiative to understand the relevant situation of the matters under consideration, and expressed prior approval opinions on related party transactions and other matters requiring prior approval of independent directors; During the meeting, they carefully reviewed various proposals, actively participated in the discussion, put forward reasonable suggestions in combination with their own professional knowledge and management experience, and expressed independent opinions on the company’s related party transactions, profit distribution plan, permanent replenishment of working capital with some raised funds, giving full play to the supervision and guidance role of independent directors, It has safeguarded the overall interests of the company and the interests of all shareholders, especially minority shareholders. This year, I carefully reviewed all the proposals submitted to the board of directors and voted in favour, without negative votes or abstention.
During the term of office of this year, the independent director shall attend the meeting in person by means of communication. Is there two consecutive meetings of the board of directors plus the number of times of the board of directors? The number of times of absence did not attend the meeting in person
6 6 0 6 0 0 0 no
(II) attendance at the general meeting of shareholders
Name of independent director number of shareholders’ meetings held and number of attendance in person during the term of office of the current year
Yu Changyuan 3
(III) on site investigation of the company
In 2021, I made a field visit to the company to regularly understand the production and operation status and financial status of the company; Through telephone and email, keep close contact with other directors, supervisors, senior managers and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, timely learn the progress of major matters of the company and master the operation of the company.
(IV) the company’s cooperation with independent directors
In 2021, the chairman of the board of directors, the Secretary of the board of directors, the person in charge of Finance and other senior managers of the company, as well as the staff of the securities department and other departments attached great importance to communication with me, timely transmitted relevant meeting documents to me and reported the progress of the company’s production and operation and major matters, fully guaranteed the independent directors’ right to know and enabled me to understand the internal management of the company in time The development of production and operation and other major matters has provided convenient conditions for my independent work.
3、 Key matters concerned in the annual performance of independent directors
(I) prior approval opinions and independent opinions issued
In 2021, as an independent director of the company, I, together with the other two independent directors, Mr. Yin Shizhou and Mr. Pan Weijiang, made a total of 11 prior approval opinions and independent opinions on relevant matters of the company, and all agreed. The details are as follows:
Time and type of independent opinions
On controlling shareholders and other related parties of the company in 2020
Party B’s occupation of the company’s funds and the company’s external guarantee
Independent opinions on the proposal of the first board of directors on June 10, 2021
Proposal on prediction of daily connected transactions in 2021 at the 8th meeting
Prior approval
Proposal on prediction of daily connected transactions in 2021
Independent opinion of
About Sino Biological Inc(301047)
Independent opinions on the proposal of 2020 profit distribution plan
On controlling shareholders and others of the company in the first half of 2021
The first board of directors on August 26, 2021
Consent on the occupation of the company’s funds by related parties and the company’s external guarantee
Tenth meeting
Independent opinion on the motion
On the use of some over raised funds to permanently supplement liquidity
Independent opinions on the proposal on funding
On using the raised funds to replace the raised funds that have been invested in advance
Project and self raised funds paid for issuance
Independent opinion of
On using some temporarily idle raised funds for cash
The first board of directors on September 13, 2021
The independent opinion of the proposal on financial management agreed
Eleventh meeting
Amendment on change of registered capital, company type and
The company’s articles of association and handle the industrial and commercial change registration and the articles of association
Independent opinions on the filed proposal
On the plan to sign with Taizhou pharmaceutical high tech Industrial Park
Entering into the park agreement and establishing a wholly-owned subsidiary in the park
Independent opinions on the motion
On October 26, 2021, the first session of the board of directors issued the decision on increasing the implementation subject and implementation of some raised investment projects
agree
Independent opinions on the proposal on the venue of the 12th meeting of the board of directors
(II) related party transactions
As an independent director of the company, I, together with the other two independent directors, Mr. Yin Shizhou and Mr. Pan Weijiang, made judgments on the necessity and objectivity of the company’s daily connected transactions in 2021, whether the pricing is fair and reasonable and whether it damages the interests of the company and shareholders, and reviewed them in accordance with relevant procedures, We believe that the related party transactions between the company and related parties are normal business transactions of the company.
The price of related party transactions refers to the market price of similar contracts of the company and is determined by both parties through negotiation. The pricing is fair and reasonable, in line with the provisions of relevant laws, regulations, normative documents and the articles of association, and does not affect the independence of the company or damage the interests of the company and shareholders.
(III) use of raised funds
During the reporting period, as an independent director of the company, I carefully supervised and inspected the actual use of the raised funds with the other two independent directors, Mr. Yin Shizhou and Mr. Pan Weijiang. We believe that the deposit and use of the raised funds fully comply with the institutional requirements of relevant laws and regulations, the fund use procedures are standardized, the actual investment projects are consistent with the promised investment projects, and no violations of the raised funds are found.
(IV) external guarantee and fund occupation
The company can strictly abide by the relevant provisions of relevant laws and regulations. During the reporting period, the company did not provide guarantee to any unit or individual, and there was no situation damaging the interests of the company and all shareholders. The capital transactions between the company and all related parties are normal production and operation capital transactions, and there is no case that the funds are directly or indirectly provided to the controlling shareholders and other related parties.
(V) operation of the board of directors and its subordinate special committees
I am the chairman of the nomination and Remuneration Committee of the first board of directors of the company. During the term of office, according to the rules of procedure and other relevant requirements of the professional committees of the board of directors and the actual situation of the company, he actively performed his corresponding duties as a member, deliberated on the major issues of the company, and put forward the opinions of the professional committees to the board of directors, so as to standardize the operation of the company and improve the internal control of the company.
(VI) work done in protecting investors’ rights and interests
Continue to pay attention to the company’s information disclosure. Supervise the company to complete the information disclosure in a true, accurate, timely, complete and fair manner in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system. In 2021, the information disclosed by the company was true, accurate and complete without any false records, misleading statements or major omissions. Relevant information disclosure personnel have done a good job of information disclosure in accordance with the requirements of laws and regulations, and all major matters have fulfilled the obligation of information disclosure in time.
(VII) other work performed in 2021
1. As the convener of the nomination and Remuneration Committee of the first board of directors of the company, I organized and held a working meeting during the reporting period, which issued professional opinions on the remuneration scheme of directors, supervisors and senior managers of the company in 2021.
2. I have actively studied relevant laws, regulations and rules and regulations, deepened my understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting the interests of shareholders of the public, continuously improved my ability to perform my duties, and objectively and fairly protected the legitimate rights and interests of a large number of investors, especially small and medium-sized shareholders, It plays a due role in promoting the steady operation of the company.
4、 Other matters
(I) there was no proposal to convene the board of directors or shareholders’ meeting during the reporting period.
(II) No appointment or dismissal of accounting firms was proposed during the reporting period.
(III) during the reporting period, no independent external audit institution or consulting institution was hired to audit and consult the specific matters of the company.
In 2021, in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association, the working system of independent directors and other regulations, I attended the board of directors and the general meeting of shareholders of the company, expressed independent opinions on major matters, faithfully, honestly and diligently performed my duties, and effectively safeguarded the legitimate rights and interests of the company and all shareholders. In 2022, I will continue to uphold the principles of prudence, diligence and independence, earnestly perform the duties of independent directors and further strengthen cooperation with other directors
