Jiangsu Kanion Pharmaceutical Co.Ltd(600557)
Report on the work of independent directors in 2021
As independent directors of Jiangsu Kanion Pharmaceutical Co.Ltd(600557) (hereinafter referred to as “the company”), we have been diligent, dutiful and faithful in our work in 2021 in strict accordance with the company law, the rules for independent directors of listed companies, the articles of association and the working system of independent directors, attended relevant meetings on time and carefully considered various proposals, Express independent opinions on relevant matters of the company and earnestly safeguard the legitimate rights and interests of all shareholders, especially the majority of minority shareholders. The report on our performance of the duties of independent directors in 2021 is as follows:
1、 Basic information of independent directors
As independent directors of the company, we all have professional qualifications and capabilities and have accumulated rich experience in our professional fields. Our personal work experience, professional background and part-time work are as follows:
Mr. Chen Kaixian, born in August 1945, is an academician, doctor of science, professor and researcher of the Chinese Academy of Sciences. He is currently a researcher and doctoral supervisor of Shanghai Institute of pharmacy, Chinese Academy of Sciences, Professor, doctoral supervisor and director of Academic Committee of Shanghai University of traditional Chinese medicine. Served as deputy chief technical engineer of major national science and technology special projects of major new drug creation, vice chairman of the national pharmacopoeia committee, member of the academic departments of the Chinese Academy of Medical Sciences and the Chinese Academy of traditional Chinese medicine, and consultant to the chairman of the technical committee of traditional Chinese medicine standards of the international organization for Standardization (ISO).
Mr. Dong Qiang, born in January 1964, is a CPC member, chief physician, professor and doctoral supervisor. Currently, he is the director of the Department of Neurology of Huashan Hospital Affiliated to Fudan University, the leading talent in Shanghai, the top ten public health workers in Shanghai, the deputy director of the national neurological disease medical center (Huashan), the vice chairman of the neurology branch of the Chinese Medical Association, the vice chairman of the Chinese Stroke Society, and the chairman of the special committee of Neurology of the Shanghai Medical Association, President of neurologist branch of Shanghai Medical Association, director of Shanghai Clinical Medical Center for neurological diseases, director of Shanghai neurology quality control center, and executive vice president of Shanghai stroke society.
Mr. Xu Min, born in January 1964, is a doctor, a member of the Communist Party of China, a third-class Professor, a master’s supervisor and a postdoctoral in Business Administration of Peking University. He is currently the director of the “collaborative innovation and Industrial Development Research Center” and the director of the “Institute of corporate finance and technological innovation” of Nanjing University of technology. He has served as the vice president of the branch of Higher Engineering Colleges of China Accounting Society, the executive director of Jiangsu accounting society, the director of Jiangsu Educational Accounting Society, the expert for the centralized evaluation of the qualification of Jiangsu Zheng senior accountant, the “management accounting consulting expert” of Jiangsu Provincial Department of finance, and the member of the Editorial Committee of the Journal of Nanjing University of industry (SOCIAL SCIENCE EDITION).
As independent directors of the company, we have no employment relationship, transaction relationship, kinship relationship with the company, and there is no situation affecting the independence of independent directors.
2、 Annual performance of independent directors
(I) deliberation and decision-making by the board of directors and the general meeting of shareholders
In 2021, the company held 6 board meetings and 2 general meetings of shareholders. We attended the relevant meetings of the general meeting of shareholders, the board of directors and the special committee we served on time. When attending the board meeting, we carefully considered all proposals, fully expressed our opinions and suggestions, and voted in favour of all proposals without objection or abstention.
In 2021, we took the opportunity of attending the board of directors and shareholders’ meeting to understand the company’s production, operation and financial situation, and listened to the company’s management’s reports on the company’s operation and standardized operation for many times. (II) participation in the meetings of the board of directors and the general meeting of shareholders
Participation in the board of directors and shareholders’ meeting
Name the number of times of attendance at the board of directors of the general meeting of shareholders in person and entrusted by communication in this year
Chen Kaixian 6 600
Dong Qiang 6 6 5 0 01
Xu Min 3 0 0 1
Yang Zheng 3 0 0 1
(resigned)
Note: Mr. Yang Zheng, the former independent director, left his post during the reporting period (his term of office has reached six years). Mr. Xu Min has been an independent director of the company since the 7th board of directors in 2021.
(III) participation in meetings of professional committees
As the chairman and members of the company’s special committees, we participated in the special meetings of the special committees on major issues such as the formulation of the company’s strategic planning, foreign investment, periodic reports and executive compensation in accordance with the working rules of the special committees of the board of directors. We carefully reviewed the relevant matters and put forward the opinions of the special committee to the board of directors after deliberation, Ensure the scientificity of decision-making.
(IV) the company’s cooperation with independent directors
The chairman, vice chairman, deputy general manager, Secretary of the board of directors and other senior managers of the company have maintained regular communication with us, so that we can timely understand the production and operation dynamics of the company and obtain a large amount of information for making independent judgment. At the same time, before the board of directors and relevant meetings, the company carefully organized and prepared the meeting materials and delivered them timely and accurately, which provided convenient conditions for our work and actively and effectively cooperated with our work. 3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
As an independent director of Jiangsu Kanion Pharmaceutical Co.Ltd(600557) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the rules for independent directors of listed companies, the company law, the securities law, the articles of association and other laws, regulations and normative documents, we carefully reviewed the company’s connected transactions during the reporting period and issued one prior approval opinion and one independent opinion respectively, as follows:
1. Review the relevant materials of the proposal on daily connected transactions expected in 2021 in advance, and express the following opinions:
The above proposals are related party transactions, and the company shall perform the approval procedures and information disclosure obligations of the board of directors and the general meeting of shareholders in accordance with relevant provisions. We have communicated with relevant personnel of the company on the above proposal, consulted relevant materials and had a more detailed understanding of the above proposal. The above transactions have followed the principles of fairness, impartiality and fairness, have not harmed the interests of the company and minority shareholders, and comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. We agree to submit the above proposal to the eighth meeting of the seventh board of directors of the company for deliberation.
2. Independent opinions on daily connected transactions in 2021
The expected events of the company’s daily related party transactions in 2021 comply with the principle of seeking truth from facts. The related party transactions between the company and related parties comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The prices involved in the related party transactions are fair and just, which is conducive to the business development of the company, There is no act that damages the interests of other shareholders of the company, especially the minority shareholders. We unanimously agree to the proposal and agree to submit it to the 2020 annual general meeting of shareholders of the company for deliberation.
(II) external guarantee and fund occupation
After verification, the company has not provided any external guarantee in 2020, and there is no external guarantee that occurred in previous years and accumulated to December 31, 2020.
(III) nomination and remuneration of directors and senior managers
In 2021, we carefully reviewed the nomination of candidates for independent directors, the election of non independent directors, the appointment of senior managers and the election of the chairman of the nomination committee. We believe that the qualifications, professional background and performance experience of the nominees, electors and appointees meet the requirements of the company law and the articles of association The election and appointment procedures are legal and compliant.
The company has established a whole staff performance evaluation mechanism in line with modern enterprise management. The annual target responsibility assessment shall be carried out for senior managers, and the annual remuneration of senior managers shall be determined according to the completion of the company’s annual business objectives and in combination with the results of annual personal assessment and evaluation.
(IV) performance forecast and performance express
In 2021, the company did not need to disclose performance forecast and performance express.
(V) appointment or replacement of accounting firms
As members of the audit committee of the seventh session of the board of directors, Chen Kaixian and Yang Zheng (who have left office) suggest that the board of directors of the company continue to appoint Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and negotiate and determine the specific remuneration according to their workload. The above proposal is submitted to the 2020 annual general meeting of shareholders of the company for deliberation and approval after being deliberated by the board of directors of the company.
(VI) cash dividends and other investor returns
In the case of share repurchase in 2021, in order to ensure the expenditure of repurchase funds and the normal production and operation of the company, the decision of the board of directors not to distribute profits in 2020 is in line with the actual situation of the company, the provisions of relevant laws and regulations and the articles of Association, and the business development needs and long-term development plan of the company, There is no intentional damage to the interests of investors. We unanimously agree to the plan and agree to submit it to the 2020 annual general meeting of shareholders of the company for deliberation.
(VII) performance of commitments of the company and shareholders
During the reporting period, the company and its controlling shareholders did not violate their commitments.
(VIII) implementation of information disclosure
During the reporting period, the company’s information disclosure followed the principle of “openness, fairness and impartiality”, and the relevant information disclosure personnel of the company were able to do a good job of information disclosure in accordance with the requirements of laws and regulations. We have supervised the company’s information disclosure in 2021. We believe that the company’s information disclosure work complies with the provisions of the articles of association and the company’s information disclosure management system, and has fulfilled the necessary approval and submission procedures. The information disclosure is true, accurate, complete and timely, and there are no false records, misleading statements or major omissions.
(IX) implementation of internal control
Based on the understanding and investigation of the company’s internal control and careful review of the Jiangsu Kanion Pharmaceutical Co.Ltd(600557) 2020 annual internal control evaluation report, we believe that:
According to the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, the company has evaluated the effectiveness of internal control as of December 31, 2020 (the benchmark date of internal control evaluation report), prepared the company’s 2020 internal control evaluation report, and we reviewed the company’s 2020 internal control evaluation report, Consider that the internal control evaluation system of the company meets the relevant requirements and the actual situation of the company; The internal control systems established by the company are actively implemented; The internal control evaluation report of the company in 2020 objectively reflects the real situation of the company’s internal control, and the summary of the company’s internal control is relatively comprehensive.
(x) operation of the board of directors and its subordinate special committees
As the main members of the audit committee, remuneration and assessment committee and Nomination Committee under the board of directors of the company, we review the matters considered by the previous board of directors of the company in strict accordance with the rules and regulations. According to the actual situation of the company, faithfully perform their respective duties with a serious, responsible, diligent and honest attitude.
4、 Overall evaluation and recommendations
As an independent director of the company, we actively and effectively performed our duties as an independent director in 2021, and continued to pay attention to the implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, related party transactions, business development and the progress of investment projects. The company is required to provide relevant information in advance for major matters decided by the board of directors, adhere to careful examination in advance, and exercise the voting rights independently, prudently and objectively, so as to effectively safeguard the legitimate rights and interests of the company and public shareholders. In terms of safeguarding the interests of all shareholders, special attention was paid to protecting the legitimate rights and interests of minority shareholders, supervising the company’s fair performance of information disclosure and investor relations management activities, ensuring the right to know of the majority of investors and safeguarding the rights and interests of the company and minority shareholders.
In 2022, we will continue to earnestly study laws, regulations and relevant provisions in the spirit of integrity and diligence, combine our professional advantages, faithfully perform the obligations of independent directors and promote the standardized operation of the company. Strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, give full play to the role of independent directors, use professional knowledge and experience to provide more constructive suggestions for the development of the company, enhance the decision-making ability and leadership level of the company’s board of directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent directors: Chen Kaixian, Dong Qiang, Xu Min March 2, 2022
