Bloomage Biotechnology Corporation Limited(688363)
Report on the work of independent directors in 2021
As an independent director of Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the company law, the articles of association and the working system of independent directors, with the attitude of being responsible to the company and all shareholders and the purpose of paying attention to and safeguarding the interests of all shareholders, especially small and medium-sized shareholders, we performed the duties of independent directors in good faith and diligently in 2021, Actively participate in the company’s decision-making and play a positive role in the improvement and standardized operation of the company’s governance structure. The specific work is reported as follows:
1、 Basic information of independent directors
The first board of directors of the company has 5 independent directors, including Ms. Wang Yingqian, Ms. Xiao Xing, Mr. Zang Hengchang, Mr. Cao Fuguo and Mr. Li Junqing. The basic information of independent directors is as follows:
1. Personal work experience, professional background and part-time work
Ms. Wang Yingqian
Wang Yingqian, born in March 1964, Chinese nationality, without permanent residency abroad, graduated from Renmin University of China with a bachelor’s degree in finance. From August 1985 to February 2004, he served as loan officer, deputy section chief and section chief of equipment credit department, technological transformation credit department, medium and long term loan department and project credit department of Industrial And Commercial Bank Of China Limited(601398) Beijing Branch of China; From February 2004 to May 2006, he served as senior customer manager and deputy general manager of corporate business department and corporate business department I of Industrial And Commercial Bank Of China Limited(601398) Beijing Branch of China; From June 2006 to July 2008, served as deputy senior manager and general manager of corporate business department and group key customer department of Bank Of Communications Co.Ltd(601328) Beijing Branch; From July 2008 to April 2013, served as assistant president and vice president of Bank Of Communications Co.Ltd(601328) Beijing Branch; He is currently the chairman of the board of directors of Guohua Group Holdings Co., Ltd., the independent director of Agricultural Bank of China Life Insurance Co., Ltd. and the independent director of the company. Ms. Xiao Xing
Born in March 1971, Chinese nationality, without overseas permanent residency, graduated from Tsinghua University, majoring in enterprise management (Accounting), with a doctor’s degree, member of the Accounting Teaching Steering Committee of the Ministry of education, and member of the National Accounting Master’s Education Steering Committee. He has successively studied and served as a senior visiting scholar at Harvard University, Sloan School of management of Massachusetts Institute of technology, University of Wisconsin business school and Soochow University in Taiwan, and was elected Fulbright Scholar of 2011. From April 1997 to July 1999, he served as a teaching assistant in the school of economics and management of Tsinghua University; From July 1999 to December 2004, he was a lecturer in the school of economics and management of Tsinghua University; From December 2004 to December 2014, he served as an associate professor of the school of economics and management of Tsinghua University; From December 2014 to now, he has served as Professor, doctoral supervisor and director of accounting department of School of economics and management of Tsinghua University, and executive vice president of Global Private Equity Research Institute of Tsinghua University. At present, he is an independent non-executive director of ideal automobile, Mango Excellent Media Co.Ltd(300413) independent director, independent director of love life Co., Ltd. and independent director of the company.
Mr. Zang Hengchang
Zang Hengchang, born in March 1964, Chinese nationality, without permanent residency abroad, graduated from the school of pharmacy of Shandong University, majoring in Microbiology and biochemical pharmacy, with a doctorate. From July 1985 to September 1987, he served as a teaching assistant in the Department of health chemistry of Shandong Medical University; From July 1990 to April 1991, he served as a teaching assistant in the laboratory of experimental animals of Shandong Medical University; From May 1991 to July 2000, he served as the factory director, engineer and senior engineer of the experimental pharmaceutical factory of Shandong Medical University; From July 2000 to April 2007, he served as general manager, senior engineer and researcher of Dongshan Da Kangnuo Pharmaceutical Co., Ltd; He has been a researcher in the school of pharmacy of Shandong University since April 2007. Currently, he is Bluestar Adisseo Company(600299) independent director, independent director of Shandong Luhua Longxin Biotechnology Co., Ltd. and independent director of the company.
Mr. Cao Fuguo
Born in December 1966, Chinese nationality, without permanent residency abroad, graduated from Tsinghua University, majoring in civil and commercial law, with a doctor’s degree. From August 1989 to September 2006, he served as associate professor and director of the research center of the school of grammar and law of Beijing University of science and technology; From April 2006 to September 2009, he served as a postdoctoral researcher in the school of government management of Peking University; From February 2000 to January 2001, he was a visiting scholar at the Law School of the University of Nottingham, UK; From August 2012 to June 2013, he served as a Sino American Fulbright visiting scholar at the Law School of George Washington University in the United States; From September 2006 to now, he has served as professor of Law School of Central University of Finance and economics and President of PPP Governance Research Institute. He is currently an independent director of the company.
Mr. Li Junqing
Li Junqing, born in December 1972, Chinese nationality, without permanent residency abroad, graduated from Tianjin University with a doctorate in management science. From September 1994 to July 1997, served as the mechanical maintenance management position of wire rod plant of Tangshan Iron and Steel Group Company; From September 2003 to October 2005, he served as a postdoctoral researcher in the school of economics of Nankai University; He has taught in the school of economics of Nankai University since December 2005. At present, he is a professor of economics, doctoral supervisor and vice president. He is currently an independent director of the company.
2. Independence statement
As the current independent director of the company, we have the qualifications and independence required by the rules for independent directors of listed companies and the company law of the people’s Republic of China, can ensure objective and independent professional judgment, and there is no situation affecting our independence.
2、 Annual performance of independent directors
1. Attendance at the board of directors and shareholders’ meeting this year
In 2021, the company held a total of 10 meetings of the board of directors, of which 6 were held by on-site communication, 3 by communication and 1 by written signature; Four general meetings of shareholders were held. Please refer to the table below for the specific attendance of the meeting:
Participation in the board of directors and shareholders’ meeting
This year should be personally entrusted by communication. Is it continuous
Name attending the board of directors attending ways attending attending absent two times not attending the meeting in person the number of times plus the number of times from the number of times attending the meeting
Several discussions
Wang Yingqian 10 108 00 No 4
Xiao Xing 10 8 8 2 0 No 4
Zang Hengchang 10 9 9 1 0 No 4
Cao Fuguo 10 9 9 1 0 No 3
Li Junqing 10 9 9 1 0 No 4
2. Convening and attendance of special committees
In 2021, the audit committee held four meetings, the nomination committee held three meetings, the remuneration and assessment committee held two meetings, and the strategy committee held one meeting. Members of each committee attended the meeting on time.
3. Voting at meetings and cooperation of listed companies with independent directors
The general manager, the Secretary of the board of directors and other senior managers of the company actively maintained daily communication with independent directors, and established an effective contact mechanism for timely communication of major matters, creating convenient conditions for the daily work of independent directors. As independent directors, we carefully reviewed the proposals submitted to the board of directors or various special committees, and inquired with the company when necessary. In this process, the company can actively cooperate and reply in time, and can accept and fully communicate the opinions and suggestions put forward by independent directors, which provides convenient conditions and strong support for us to perform our duties. According to the content of the proposal provided by the company, based on our professional judgment and from the perspective of safeguarding the interests of all shareholders, especially minority shareholders, we voted in favour of all proposals submitted to the board of directors and special committees.
3、 Key matters concerned in the annual performance of independent directors
1. Restricted stock incentive plan
The 19th meeting of the first board of directors of the company deliberated and approved the proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary and related proposals. The independent directors paid attention to the performance evaluation benchmark and evaluation method, the drafting process of equity incentive plan, the granting principle of incentive objects for R & D personnel, the pricing principle of grant price and other related matters, In view of the long-term incentive effect of equity incentive, it is suggested to favor the core R & D personnel who have a long-term impact on the company.
2. Related party transactions
The 22nd Meeting of the first board of directors of the company deliberated and approved the proposal on the estimated daily related party transactions of the company in 2021. The estimated daily related party transactions in 2021 mainly include selling products, receiving labor services and renting real estate, which is in line with the actual situation of the company’s daily production and operation, the transaction is commercially reasonable, and the transaction pricing follows the principles of fairness, impartiality and fairness The fair marketization principle does not affect the independence of the company and does not damage the interests of the company and shareholders, especially the interests of minority shareholders.
3. External guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
4. Use of raised funds
The 22nd and 24th meetings of the first board of directors of the company deliberated and approved the proposal on the deposit and actual use of raised funds in 2020 and the proposal on the deposit and actual use of raised funds in the half year of 2021 respectively, We believe that the deposit and actual use of the raised funds of the company comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the measures for the management of the raised funds of listed companies of Shanghai Stock Exchange (revised in 2013). The company has carried out special account storage and special use of the raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case that the use of the raised funds violates relevant laws and regulations.
The 24th Meeting of the first board of directors of the company deliberated and approved the proposal on adjusting the construction planning of Tianjin raised investment project. After comprehensively considering the release rhythm of existing and reserve capacity, product market demand and other factors, the company will not build the secondary throwing stock solution of hyaluronic acid in Huaxi Tianjin sodium hyaluronate and related projects (hereinafter referred to as “Tianjin project”) Production line of end products such as hyaluronic acid pickling eye solution. We believe that the adjustment of part of the construction planning of Tianjin project is made by the company after careful demonstration according to the capacity of other production bases and the latest planning of its own terminal product layout. It has been deliberated and approved by the board of directors of the company, and the voting procedure is legal and effective, which is in line with the requirements of China Securities Regulatory Commission Relevant laws and regulations of Shanghai Stock Exchange on the use of raised funds of listed companies and relevant provisions of the articles of association. We agree with the proposal on adjusting the construction planning of Tianjin raised investment projects. The 24th and 28th meetings of the first board of directors of the company considered and approved the proposal on adjusting the implementation progress of Tianjin raised investment projects and the proposal on adjusting the implementation progress of some raised investment projects respectively. Due to the slight extension of equipment commissioning cycle and the adjustment and upgrading of some design and construction of production lines in Tianjin project in accordance with the latest national standards, It is expected that the adjustment and upgrading will be completed and officially put into production before April 2022. We believe that the adjustment of the implementation progress of Tianjin project is made by the company after careful demonstration according to the actual implementation progress of the project, which has been deliberated and approved by the board of directors of the company, and the voting procedure is legal and effective, It complies with the relevant provisions of 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 guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, does not involve changes in raised investment projects, does not change the purpose of raised funds in a disguised manner and damage the interests of shareholders Especially the interests of minority shareholders. We agree to adjust the implementation progress of some raised investment projects.
The 28th meeting of the first board of directors of the company deliberated and approved the proposal on continuing to use idle raised funds for cash management, and agreed that the company would not affect the construction of investment projects and the use arrangement of raised funds, and effectively control risks, Within 12 months from the date of deliberation and approval by the board of directors, the temporarily idle raised funds up to RMB 700 million shall be subject to cash management, and the principal guaranteed investment products sold by financial institutions with high safety, good liquidity and legal business qualification shall be purchased. The amount of RMB 700 million can be recycled and rolled. We believe that the company’s use of some temporarily idle raised funds for cash management is carried out on the premise of not affecting the construction of investment projects and the use arrangement of raised funds, and effectively controlling risks, which helps to improve the efficiency of fund use and increase the company’s investment income, which is in line with the interests of the company and all shareholders. There is no disguised change in the use of the raised funds and damage to the interests of shareholders, The relevant contents and procedures comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), and the guidelines for the application of the self regulatory rules of the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation Relevant provisions of the company’s management system for raised funds and the articles of association.
5. Merger and reorganization
On June 5, 2020, the company held the 15th meeting of the first board of directors, deliberated and passed the proposal on acquiring 100% equity of Dongying Fossett Bioengineering Co., Ltd., and approved the company to acquire Dongying Fossett Bioengineering Co., Ltd. for bankruptcy reorganization with RMB 290 million (in words: RMB 290 million only)
