Guangdong Jiaying Pharmaceutical Co.Ltd(002198)
Report on work of independent director Guo Huaping in 2021
As an Guangdong Jiaying Pharmaceutical Co.Ltd(002198) independent director, in good faith and diligence to the company and all shareholders
With the aim of paying attention to and safeguarding the interests of all shareholders, especially small and medium-sized shareholders, and scrupulously perform their duties and work hard
He was diligent, understood the operation of the company in detail, faithfully performed the duties of independent directors, and earnestly and responsibly
Participate in the general meeting of shareholders and the board of directors of the company, put forward positive suggestions on the business development and operation of the company, and
Conduct independent judgment and objective and fair evaluation in related party transactions, external guarantees and other business activities
The standardized, stable and healthy development of the company has played a positive role. The work during the reporting period will now be reviewed
The report is as follows:
1、 Attendance at the board of directors and shareholders’ meetings during the reporting period
In 2021, the 5th board of directors of the company held 6 meetings and the 6th board of directors of the company held 6 meetings
Seven meetings have been held. My attendance at the board meeting is as follows:
Whether the shareholder’s name and position are attended twice in a row in person, the number of attendance and the number of absences
Number of seats number of seats number of non attendance
independent
Guo Huaping 9 0 1
director
This year I have carefully and carefully reviewed all the proposals submitted to the board of directors, and I give up
The right and negative votes are as follows:
Waiver:
1. Proposal on dismissing Xu Shengli as secretary of the board of directors and Deputy General Manager
Reasons for abstention: the reasons for dismissal provided in the proposal need to be supplemented and improved.
2. Proposal on director Huang Xiaoliang acting as secretary of the board of directors
Reasons for abstention: this proposal is related to the proposal on dismissing Xu Shengli as secretary of the board of directors and deputy general manager
Joint motion.
3. Proposal on the estimation of the company’s daily connected transaction quota in 2022
Reasons for abstention: the meeting materials provided by the board of directors are not comprehensive and complete enough and need to be further supplemented and improved
The case data shall be resubmitted to the board of directors for review.
2、 Independent opinions
In accordance with the articles of association and relevant provisions of other laws and regulations, I have expressed independent opinions on the following relevant matters of the company, as follows:
Type of opinion on time matters
1、 Independent opinions on the company meeting the conditions for non-public offering of a shares
see
2、 On the company’s non-public offering of A-Shares to specific objects
separate opinion
3、 On the company’s plan for non-public offering of A-Shares in 2021
separate opinion
4、 Feasibility analysis report on the use of funds raised by non-public offering of shares
Independent opinion of the report
5、 On diluting the immediate return after non-public offering of shares and taking filling measures
2021.6.17 independent opinions on measures and related commitments
It is agreed that the 16th meeting of the 5th board of directors VI. on the issuance of shares to specific objects this time, there is no need to prepare the previous offer
Independent opinions on the report on the use of funds
7、 Proposal to the general meeting of shareholders for approval of Guangdong New South Medical Investment
Independent opinion on Exemption of Development Co., Ltd. from issuing takeover offer
8、 Independent opinions on related party transactions involved in this non-public offering of shares
see
9、 On non-public development with conditional effect signed by the company and specific objects
Independent opinion on the share subscription agreement of the bank
10、 About requesting the general meeting of shareholders to authorize the board of directors to handle this non-public meeting with full power
Independent opinions on matters related to the issuance of a shares
1、 Independent opinions on the general election of the board of directors of the company
2021.7.15
2、 The independent opinions on Amending the articles of association agree with the 17th meeting of the 5th board of directors
3、 Independent opinions on the renewal of accounting firm
2021.8.2 independent decision on election of chairman, vice chairman and appointment of senior managers
Agree with the opinions of the first meeting of the sixth board of directors
Type of opinion on time matters
Special instructions and suggestions on capital transactions and external guarantees of related parties
separate opinion
2021.8.12
1. The special explanation and independent opinions on the occupation of funds by related parties agree with the second meeting of the sixth board of directors
2. Special instructions and suggestions on the company’s accumulated and current external guarantees
separate opinion
202110.14 independent opinions on reply to the letter of concern of Shenzhen Stock Exchange
1、 On adjusting the allowance standard for independent directors and allowance for non independent directors of the company
Agree to maintain the independent opinion of sticking standards
2、 On the dismissal of Xu Shengli as secretary of the board of directors and Deputy General Manager
202110.15 reservations
The second interim meeting of the sixth board of directors
3、 On applying to the bank for a comprehensive credit line of no more than 500 million yuan
Agree with the legislative opinion
4、 The independent opinion on the appointment of Mr. Feng Jie as the chief financial officer of the company is agreed
1、 On the estimated amount of daily connected transactions of the company in 2022
Reserved opinions on December 1, 2021
The fifth interim meeting of the sixth board of directors II. On the nomination of candidates for non independent directors by the board of directors and independent directors by shareholders
Agree with the independent opinions of the candidates for legislative director
3、 On site investigation of the company
In 2021, in addition to attending the meeting of the board of directors, I conducted on-site investigation and understanding on the improvement and implementation of the company’s operating conditions, management and internal control systems, the implementation of the resolutions of the board of directors, financial management and connected transactions, and supervised and verified the performance of directors and senior executives and information disclosure, Actively and effectively performed the duties of independent directors and effectively safeguarded the interests of the company and the majority of public shareholders.
(I) I keep in close contact with other directors, senior executives and relevant staff of the company through telephone and email, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media on the company, and timely grasp the operation status of the company.
(II) before making resolutions on major projects to be decided by the company, I will conduct on-site investigation, carefully check the feasibility of the project, and form prudent voting opinions through professional judgment.
(III) carefully reviewed the company’s production and operation, financial management, related transactions and external guarantees, timely understood the company’s daily business status and possible business risks by using on-site investigation and other communication methods, gave corresponding guidance, expressed opinions and exercised functions and powers at the board of directors, and actively and effectively performed the duties of independent directors. 4、 Work done in protecting the rights and interests of investors
1. During the reporting period, I continuously supervised the company’s information disclosure, and urged the company to strictly implement the relevant provisions of information disclosure in accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the guidelines for the standardized operation of listed companies, the measures for the administration of information disclosure of listed companies and the articles of association, so as to ensure the authenticity, accuracy, timeliness and accuracy of the company’s information disclosure Integrity and safeguard the legitimate rights and interests of shareholders and investors of the company.
2. In accordance with the provisions of relevant laws and regulations, the articles of association and the working system of independent directors of the company, I am diligent and responsible, participate in the board of directors of the company on time, carefully review every proposal to be submitted to the board of directors for deliberation, ask relevant departments and personnel of the company if necessary, and make use of my professional knowledge to be independent, impartial Objectively express their own opinions and opinions, and express independent opinions to give full play to their independence in work.
3. During the reporting period, we carefully studied relevant laws, regulations and various rules and regulations, deepened our understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of public shareholders, continuously improved our ability to perform our duties, and formed an ideological awareness of consciously protecting the legitimate rights and interests of minority shareholders, Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention in the professional field. 5、 Other matters
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to employ or dismiss an accounting firm;
(III) there are no independent external audit institutions and consulting institutions.
Guangdong Jiaying Pharmaceutical Co.Ltd(002198) independent director: Guo Huaping
March 11, 2022
Guangdong Jiaying Pharmaceutical Co.Ltd(002198)
