Lanzhou Foci Pharmaceutical Co.Ltd(002644)
2021 annual report of independent directors
(Liu Zhijun)
Shareholders and shareholder representatives:
As an independent director of the seventh board of directors of Lanzhou Foci Pharmaceutical Co.Ltd(002644) (hereinafter referred to as “the company”), I was able to fulfill my duties and perform my duties diligently in 2021 in strict accordance with the company law, the securities law, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and other relevant laws and regulations, as well as the provisions and requirements of the articles of association and the detailed rules for the work of independent directors, Based on the principles of independence, objectivity and impartiality, give full play to their role as independent directors and safeguard the interests of the company and all shareholders of the company, especially minority shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting
1. In 2021, the board of directors of the company held five meetings. My attendance is as follows:
The board of directors was held this year. The number of directors who should attend the board of directors in person and the number of votes entrusted to attend the board of directors this year
Number of meetings (number of objections and waivers)
5 5 5 0 0
In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the major business decision-making and other major matters were subject to the relevant examination and approval procedures, which were legal and effective. I voted for all the proposals considered by the board of directors of the company, and there were no objections, reservations or inability to express opinions. 2. In 2021, the company held three general meetings of shareholders, namely, the 2020 general meeting, the first extraordinary general meeting of shareholders in 2021 and the second extraordinary general meeting of shareholders in 2021. My attendance at the meeting is as follows:
Number of shareholders’ meetings held this year number of shareholders’ meetings that should be attended this year actual attendance
3 3 3
2、 Independent opinions
In 2021, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors issued by the CSRC, I carefully checked the proposals requiring independent opinions, and based on my independent and objective judgment, I expressed independent opinions on the following matters:
Serial No. matters for which independent opinions are issued independent opinions issued independent opinions issued time opinion type
1. The profit distribution plan for 2020 was approved on April 14, 2021
2. The 2020 internal control evaluation report was approved on April 14, 2021
3. The company’s unqualified internal control with highlighted items was approved on April 14, 2021
Confirm the daily related party transactions in 2020 and the agreement on April 14, 2021
4. Daily connected transactions
The controlling shareholders and other related parties occupy the company’s capital in 2020, which was agreed on April 14, 2021
5. Fund and external guarantee of the company
6. Change of accounting policy agreed on April 14, 2021
7. The transfer of the original land and above ground buildings and related party transactions was agreed on April 29, 2021
For the half year of 2021, the controlling shareholders and other related parties agreed on August 18, 2021
Capital and external guarantee of division 8
9. The tenure system and contractual management measures of the management were agreed on October 15, 2021
10. The appointment of an accounting firm was agreed on October 15, 2021
11. Increase of daily connected transactions in 2021 is expected to be agreed on October 15, 2021
3、 Site office investigation
In 2021, I took advantage of my participation in the board of directors, shareholders’ meeting and other time to conduct on-site investigation of the company, conduct in-depth communication with the management, timely understand the major events, production and operation information and financial status of the company, and fully grasp the business dynamics of the company; Keep close contact with the company’s directors and senior managers by telephone and e-mail, pay close attention to the impact of external environment and market changes on the company, pay attention to the relevant news reports of the media and network on the company, and timely grasp the impact of major events and policy changes on the company’s operation; Make use of their own professional knowledge and practical experience to put forward their own opinions and suggestions for the sustainable and healthy development of the company.
4、 Performance of professional committees of the board of directors
As the chairman of the audit committee of the board of directors, I organized 8 meetings, led the audit committee to carefully consider the company’s periodic reports, daily and special audits of the internal audit department, appointment of accounting firms and other matters, understood the company’s financial status and operation in detail, strictly reviewed the implementation of the company’s internal control system, and played an effective guiding and supervisory role; Fully communicate with accountants and management on annual report audit, and actively urge accounting firms to earnestly perform their duties.
As a member of the remuneration and assessment committee of the board of directors, I attended the meeting twice on time to review the company’s annual remuneration for directors and senior executives and relevant management systems.
5、 Work done in protecting the rights and interests of investors
1. Pay attention to the company’s information disclosure. Continue to pay attention to the company’s information disclosure, urge the company to perform its information disclosure obligations in strict accordance with the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations, as well as the measures for the administration of information disclosure, so as to ensure that investors have fair and timely access to relevant information.
2. Pay attention to the operation and management of the company.
Actively communicate with the company’s management and other relevant personnel, pay close attention to the company’s production and operation and financial situation, and pay special attention to the company’s production and operation, financial management, internal control system construction, use of raised funds, related party transactions and other implementation; Carefully review the proposals submitted to the board of directors for deliberation, fully express opinions on relevant matters, exercise voting rights independently, objectively and prudently, promote the scientific and objective decision-making of the board of directors, and earnestly safeguard the interests of the company and all shareholders.
3. Strengthen learning and improve the ability to perform duties. Conscientiously study relevant laws and regulations, constantly deepen the understanding of relevant laws and regulations of listed companies, especially laws and regulations on regulating the corporate governance structure and protecting the legitimate rights and interests of public shareholders, effectively enhance the awareness of standardized operation and responsibility risk, further improve their own performance level, and provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, Effectively strengthen the ability to protect the interests of the company and investors.
6、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
7、 Contact information
mail box: liuzhj2007163.com.
In 2022, based on the principles of prudence, diligence and loyalty, I will continue to strengthen the study of relevant legal rules and systems, continuously improve my ability to perform my duties, deeply understand the production, operation and operation of the company, strengthen communication and communication with directors, supervisors and management, urge the standardized operation of the board of directors of the company, and provide reasonable suggestions for the decision-making of the board of directors, Earnestly safeguard the legitimate rights and interests of the company and investors, especially minority shareholders.
Independent director: Liu Zhijun
March 15, 2022
