Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Report on the work of independent directors in 2021
Dear directors
As an independent director of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as “the company”), we diligently perform the duties and obligations of independent directors in strict accordance with the company law, the governance standards of listed companies, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association, the working system of independent directors and other relevant provisions, Prudently and seriously exercised the rights conferred by the company and shareholders, effectively played the role of independent directors, and effectively safeguarded the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows: I. Basic information of independent directors
The company has three independent directors, accounting for one third of the number of the board of directors, which meets the requirements of relevant laws and regulations on the proportion and professional allocation of independent directors of listed companies. The three independent directors are Mr. Hu Xuefeng, Mr. Shu Zhemin and Mr. He zhuangkun. The basic personal information of the three independent directors is as follows:
(I) personal work experience, professional background and part-time work
Hu Xuefeng: male, born in October 1970, Chinese nationality, without permanent residency abroad, graduated from China Pharmaceutical University with a doctorate degree. From July 1993 to November 2009, served as Nanjing Pharmaceutical Company Limited(600713) deputy general manager; From December 2009 to November 2011, he served as deputy general manager of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) group; From December 2011 to April 2014, served as the general manager of Sinopharm Nanjing Co., Ltd; From May 2014 to now, he has served as the managing partner of Shenzhen gaotejia Investment Group Co., Ltd; Now he is also the executive partner of Ningbo huirun Heming investment partnership (limited partnership) and the executive partner of Nanjing Herun Zhicheng Technology Partnership (limited partnership); From March 2020 to now, he has served as Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) independent director.
Shu Zhemin, male, born in October 1964, Chinese nationality, without overseas permanent residency, graduated from Beijing University of technology and industry, bachelor degree, certified public accountant and certified tax agent. From July 1986 to February 1991, general ledger accountant of Finance Department of Nanjing Dongfeng Automobile Co.Ltd(600006) manufacturing General Factory; From February 1991 to January 1997, served as the financial manager of the financial department of Japan star (Nanjing) computer system Co., Ltd; From February 1997 to June 2011, he served as the project manager and senior manager of the Audit Department of Nanjing Lixin Yonghua certified public accountants Co., Ltd; From July 2011 to 2012, he is now an independent director of Jiangsu Yunyi Electric Co.Ltd(300304) and a director of Hangzhou Zhongyi Industry Co., Ltd; From March 2020 to now, he has served as Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) independent director.
He zhuangkun, male, born in June 1972, Chinese nationality, without permanent residency abroad, graduated from the University of international business and economics with a master’s degree. From August 1995 to May 2003, he served as secretary of the Youth League Committee of Beijing Chemical School; From May 2003 to September 2015, he served as a partner of Beijing Liuhe Jinzheng law firm; From October 2015 to now, he has served as the chief risk control officer of the legal affairs and risk control center of Youke workshop (Beijing) Venture Capital Co., Ltd; Now he is also a director of ucommune Group Holdings Limited, a supervisor of Beijing Xiyu Information Technology Co., Ltd., a supervisor of Beijing Xingji Enterprise Management Consulting Co., Ltd., a supervisor of Beijing Daoyuan Yucai Human Resources Co., Ltd., a director of Beijing weituoyouke workshop creation Venture Capital Co., Ltd., a supervisor of Beijing Lufeng Enterprise Management Service Co., Ltd Director of Beijing Vivaldi Radiant Air Conditioning Technology Co., Ltd; Independent director since March, 2020.
(II) description of whether there is any situation affecting independence
As independent directors of the company, we are qualified to serve as independent directors and have not held any position in the company other than independent directors. We, our immediate family members and major social relations do not serve in the company and its subsidiaries, nor in shareholder units that directly or indirectly hold 5% or more of the issued shares of the company; We do not directly or indirectly hold the company’s shares, and there is no situation that affects our independent and objective judgment. The performance of duties shall not be affected by the actual controller of the company and other units or individuals with interest relationship with the company. 2、 Performance of independent directors in 2021
(I) attendance at the board of directors and shareholders’ meeting
In 2021, the company held 10 board meetings and 2 general meetings of shareholders. The attendance of independent directors is as follows:
Participation of shareholders in the board of directors
Independent board meeting
Name of the directors who should attend the meeting in person, whether they have been absent for two consecutive times, the number of seats is from the number of meetings
Hu Xuefeng 100000 No 1
Shu Zhemin 10 100 0 0 No 1
He zhuangkun No 1
Truly perform the duties of independent directors, exercise voting rights independently, objectively and prudently on this basis, vote in favour of all proposals considered by the board of directors, and express independent opinions with explicit consent on important matters requiring the opinions of independent directors. During the reporting period, the company performed relevant procedures for major business decisions and other major matters. In 2021, the convening and holding of the board of directors and general meeting of shareholders of the company comply with legal procedures, and the voting results and resolutions made at the meeting are legal and effective.
(II) work of the special committee
The board of directors of the company has an audit committee, a strategy committee, a nomination committee and a remuneration and assessment committee. During the reporting period, the company held 3 meetings of the audit committee, 0 meetings of the strategy committee, 0 meetings of the nomination committee and 1 meeting of the remuneration and assessment committee. During the reporting period, we convened and participated in the meetings of special committees, carefully examined relevant proposals, and earnestly fulfilled the responsibilities and obligations of independent directors.
After reaching opinions on the matters under consideration, the special committees put forward opinions and suggestions to the board of directors, which played a positive role in making scientific decisions for the board of directors of the company.
We believe that the convening and holding of the meetings of each committee comply with legal procedures, and the decisions on relevant matters have fulfilled the necessary approval procedures and disclosure obligations, in line with the provisions of laws, regulations and the articles of association.
(III) site investigation
In 2021, we actively took advantage of our participation in the board of directors, the general meeting of shareholders and other working hours to conduct field visits to the company, conducted on-site investigations on the company’s operation, management, the construction and implementation of internal control system and the implementation of resolutions of the board of directors, and maintained close contact with other directors and senior executives of the company through telephone, talks and other means, Learn about the company’s situation in time, listen to the management’s reports on the company’s business status, progress of major events, standardized operation, financial management and risk control, pay attention to the impact of external environment and market changes on the company at any time, and offer suggestions for the steady and long-term development of the company.
(IV) the company’s cooperation with independent directors
When we exercise our functions and powers, the relevant personnel of the listed company can actively cooperate, do not refuse, hinder or conceal, and do not interfere with the independent directors’ independent exercise of their functions and powers. The listed company provides necessary working conditions for independent directors and ensures that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, independent directors can be notified in advance according to the legal time and sufficient information can be provided at the same time. 3、 Key issues of independent directors’ performance in 2021
(I) related party transactions
During the reporting period, the sixth meeting of the first board of directors of the company considered the proposal on confirming the related party transactions of the company in 2020. The independent directors believed that there were related party transactions between the company and related parties in 2020, which belonged to the needs of normal business operation, did not damage the interests of the company and shareholders, and no transfer of interests through related party transactions was found. The sixth meeting of the first board of directors also considered related party transactions and fulfilled the proposal on the estimation of related party transactions of the company in 2021. The independent directors believed that the daily related party transactions with related parties planned by the company in 2021 were required for normal production and operation, followed the transaction principles of objectivity, openness, fairness and impartiality, and the pricing was fair, which would not affect the independence of the company, Comply with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and minority shareholders. (II) external guarantee and fund occupation
During the reporting period, the company did not occupy the company’s funds in violation of regulations by the actual controller and other related parties, nor provided guarantees to the actual controller and other related parties, any legal entity or individual, nor did it violate the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies.
(III) use of raised funds
On July 26, 2021, the 11th meeting of the first board of directors of the company deliberated and approved the proposal on using part of the temporarily idle raised funds for cash management. As independent directors, we reviewed the above proposal and issued independent opinions with explicit consent. During the reporting period, the company carried out special account storage and special use of the company’s raised funds in strict accordance with relevant laws, regulations and regulatory documents such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the administrative measures for the use of raised funds, The company uses the raised funds in a standardized and reasonable manner in accordance with relevant requirements, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, nor is there any case of illegal use of the raised funds.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
During the reporting period, there was no change in the senior management of the company. At the same time, we reviewed the remuneration of the company’s senior managers during the reporting period and believed that the remuneration scheme of the company’s senior managers in 2021 was scientific and reasonable, and the remuneration payment and deliberation procedures were in line with the relevant provisions of the articles of association and the company’s internal management system. (VI) performance forecast and performance express
During the reporting period, the company did not disclose the performance forecast and performance express.
(VII) appointment or replacement of accounting firms
During the reporting period, the sixth meeting of the first board of directors and the 2020 annual general meeting of shareholders considered and approved the proposal on the company’s renewal of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and agreed to renew Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 for one year. We have expressed our independent opinions on this matter. The review procedures of the accounting firm employed by the company are legal and effective, and comply with the provisions of the company law, the articles of association and other relevant laws and regulations. (VIII) cash dividends and other investor returns
During the reporting period, the company did not carry out cash dividends and other investor returns.
(IX) performance of commitments of the company and shareholders
During the reporting period, all commitments of the company and its shareholders were effectively fulfilled as agreed, and there was no violation of share restrictions, horizontal competition, related party transactions and other relevant commitments by the company and its shareholders.
(x) implementation of information disclosure
During the reporting period, the company conscientiously performed the obligation of information disclosure in strict accordance with the requirements of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the measures for the administration of information disclosure of listed companies, so as to ensure that the disclosed information is true, accurate and complete, without any false records, misleading statements or major omissions, and objectively and fairly reflect the current operation situation of the company. In 2021, we supervised the legitimate and accurate disclosure of the company’s information and maintained the company’s rights and interests in a timely manner.
（11） Implementation of internal control
During the reporting period, the company actively promoted the construction of enterprise internal control standard system and established a relatively complete internal control system in accordance with the requirements of normative documents such as the basic norms of enterprise internal control and the guidelines on internal control of listed companies, ensuring the standardized operation of the company’s general meeting of shareholders, the board of directors, the board of supervisors and other institutions and the effectiveness of the internal control system. Various internal control systems can be effectively implemented to ensure the standardized and effective operation of the company’s operation and management and various work.
（12） Operation of the board of directors and its subordinate special committees
During the reporting period, the company held the board of directors in strict accordance with the company law, the articles of association, the rules of procedure of the board of directors and other laws, regulations and normative documents. The directors of the company were able to attend the meeting on time and carefully consider various proposals. Four special committees under the board of directors earnestly carried out various work in 2021, faithfully performed their respective responsibilities, and played a positive role in the standardized operation of the company and the scientific decision-making of the board of directors.
（12） Other matters that the independent directors think the listed company needs to improve
We believe that during the reporting period, the company operated in a standardized manner, the corporate governance system was relatively perfect, and there were no matters that need to be improved. 4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we carefully reviewed the meeting proposals, financial reports and other documents submitted by the company in strict accordance with the requirements of various laws and regulations and the company’s system, based on the principles of objectivity, impartiality and independence, faithfully and diligently performed our duties, and earnestly safeguarded the rights and interests of all shareholders, especially small and medium-sized investors. In 2022, we will continue to be diligent and responsible in strict accordance with the provisions and requirements of relevant laws, regulations, rules and regulations and the principles of objectivity, impartiality and independence. On the one hand, strengthen the communication with the directors, supervisors and senior managers of the company, pay more attention to the corporate governance and production and operation of the company, and participate in the negotiation of major matters of the company
