China National Medicines Corporation Ltd(600511)
Report on the work of independent directors in 2021
As an independent director of China National Medicines Corporation Ltd(600511) (hereinafter referred to as ” China National Medicines Corporation Ltd(600511) ” or “the company”), in 2021, we strictly followed the company law, the securities law, the guidance on the establishment of independent director system by listed companies, the articles of association, the working system of independent directors of the company The relevant provisions of the annual report working system of independent directors of the company and the relevant requirements of the securities regulatory authorities have faithfully, diligently and conscientiously performed their duties, ensured the fairness and effectiveness of the decision-making of the board of directors, safeguarded the overall interests of the company, especially the interests of minority shareholders, promoted the standardized operation of the company and played the due role of independent directors, The report on the work of 2021 is as follows:
1、 Basic information of independent directors
The independent directors of the seventh board of directors of the company are Mr. Zhang Lianqi, Mr. Ren Peng, Mr. Sheng leiming and Ms. Liu Fengzhen.
(I) personal work experience, professional background and employment
Mr. Zhang Lianqi: born in November 1963, doctor, senior accountant, senior certified public accountant, certified asset appraiser, certified tax agent, member of the 12th National Committee of the Chinese people’s Political Consultative Conference, member of the proposal Committee, and national accounting leader of the Ministry of finance. From 1979 to 1987, he served as the Accounting Director of Beijing commercial network construction company; From 1987 to 1996, he served as the financial director of economic daily; From 1996 to 2001, he served as the deputy general manager of Yuehua certified public accountants; From 2001 to October 2020, he served as the managing partner of Ruihua certified public accountants; He has worked in Beijing Guofu certified public accountants since November 2020. From January 2015 to now, he has served as China National Medicines Corporation Ltd(600511) independent director.
Mr. Ren Peng, born in May 1966, is a member of the Communist Party of China and a doctor of accounting. From September 1989 to July 1994, he served as the director of the teaching and Research Office of Liaoning University of petrochemical technology; From July 1997 to March 2001
Serve as the president of Industrial Bank Co.Ltd(601166) Xiamen Branch; From March 2001 to June 2014, served as assistant director of Shanghai Stock Exchange; From March 2001 to February 2003, he was engaged in issuance review in the issuance department of China Securities Regulatory Commission and served as the head of Beijing group of Shanghai Stock Exchange; From August 2011 to August 2013, he served as a member of the gem development and Examination Committee of the CSRC; From July 2014 to now, he has served as assistant to Sinolink Securities Co.Ltd(600109) president. From January 2015 to now, he has served as China National Medicines Corporation Ltd(600511) independent director.
Mr. Sheng leiming, born in March 1970, is a member of the Communist Party of China and a doctor of law. From July 1993 to October 1995, he served as a lawyer assistant and lawyer in Shanghai foreign trade law firm; From October 1995 to December 2008, he served as a civil and commercial law teacher (part-time lawyer) of East China University of political science and law; From December 2008 to December 2016, he served as senior partner and chief lawyer of Shanghai Zhongmao law firm; From December 2016 to now, he has served as the chairman of the partner meeting of Beijing Guantao Zhongmao law firm and the partner lawyer of Beijing Guantao Zhongmao (Shanghai) law firm. He also served as the vice president of the all China Lawyers Association. He once served as the president of the 9th Shanghai Lawyers Association and Deputy Secretary of the Party committee. From January 2015 to now, he has served as China National Medicines Corporation Ltd(600511) independent director. Ms. Liu Fengzhen, born in October 1948, is a CPC member, senior engineer and licensed pharmacist. From June 1999 to October 2000, he served as the chief section member of Jiangsu food and drug administration; From October 2000 to November 2008, concurrently served as the Secretary General of Jiangsu Pharmaceutical Quality Management Association; From July 2003 to January 2009, he served as the deputy director of the drug certification and evaluation center of Jiangsu food and Drug Administration (national GMP inspector); Retired in January 2009. From January 2015 to now, he has served as China National Medicines Corporation Ltd(600511) independent director.
As an independent director of China National Medicines Corporation Ltd(600511) , we have not held any position in the company other than an independent director, and there are no other circumstances affecting our independence.
2、 Annual performance of independent directors
1. Participation in the board of directors and shareholders’ meeting
(1) Participation in the board of directors and voting results
Independent directors should attend in 2021. Directors should attend in person and entrust to attend in absentia
Name number of meetings (Times) (Times) (Times)
Zhang Lianqi 11 0
11 peng0
Sheng leiming 11 0
Liu Fengzhen 11 0 0
In 2021, the company held 11 meetings of the board of directors, and we all actively attended the meeting without being absent.
Before each meeting, we carefully review the proposals considered by the board of directors in various ways, and exercise the voting rights independently, prudently and objectively on this basis. In 2021, we voted in favour of all the proposals of the 11th board of directors, and there was no objection or abstention.
(2) Participation of special committees of the board of directors
The board of directors of the company has four special committees: strategy, nomination, salary and assessment and audit. In accordance with the relevant requirements of the standards for the governance of listed companies, and in accordance with the relevant provisions of the detailed rules for the implementation of the strategy committee of the China National Medicines Corporation Ltd(600511) board of directors, the detailed rules for the implementation of the nomination committee of the China National Medicines Corporation Ltd(600511) board of directors, the detailed rules for the implementation of the audit committee of the China National Medicines Corporation Ltd(600511) board of directors and the detailed rules for the implementation of the remuneration and assessment committee of the China National Medicines Corporation Ltd(600511) board of directors, We have been appointed to all professional committees. According to the professional expertise of each independent director, Ren Peng is the chairman of the remuneration and assessment committee, Zhang Lianqi is the chairman of the audit committee, and Sheng leiming is the chairman of the nomination committee. During the reporting period, the meetings of the board of directors were held in accordance with the provisions of the company law and the articles of association. The special committees reviewed the matters in their respective fields, and the operation of the board of directors was standardized and effective.
According to the implementation rules of the special committee of the board of directors of the company and the relevant requirements of the securities regulatory authorities, during the preparation of the 2021 annual report, the audit committee of the board of directors carefully performed its duties and fully and carefully communicated with the accounting firm on the relevant situation of the company before the approval of the annual report.
For the change of the board of directors and the appointment of senior executives during the reporting period, the nomination committee of the board of directors carefully reviewed the recommendation procedures of the controlling shareholders and the qualifications of directors and senior executives, earnestly performed the nomination responsibilities, and ensured the compliance of the appointment of new directors and senior executives. In 2021, we reviewed and approved the proposal of appointing Mr. Wei Pingxiao as the chief financial officer and the proposal of appointing Mr. Tian Guotao as the company’s deputy general manager (presiding over the operation).
(3) On site investigation of the company
In 2021, the cumulative number of days we spent on-site investigation and understanding of the company and its subsidiaries was 15 days, specifically understanding the production, operation and financial status, and paying attention to the work related to restructuring. At the same time, we also maintain close communication with other directors, senior managers and relevant staff of the company through telephone and e-mail, 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 can timely understand and master the progress of major matters of the company.
(4) The company’s cooperation with independent directors
Before each meeting of the board of directors and related meetings, the Secretary of the board of directors and the office of the board of directors can timely and accurately transmit the meeting materials, provide convenience for the performance of duties of independent directors, and actively and effectively cooperate with the work of independent directors.
The chairman, general manager, chief financial officer, Secretary of the board of directors and other senior managers of the company maintain a regular communication mechanism with independent directors, so that independent directors can timely understand the business dynamics of the company.
(5) Attendance at the general meeting of shareholders
In 2021, we all personally attended the 2020 general meeting of shareholders of the company and reported to the general meeting on the performance of independent directors in 2020. The company held an extraordinary general meeting in 2021, and we also attended an extraordinary general meeting.
3、 Key matters concerned in the annual performance of independent directors
1. Related party transactions
At the 26th meeting of China National Medicines Corporation Ltd(600511) the 7th board of directors held on March 17, 2021, we carefully reviewed the actual daily related party transactions in 2020 and the expected daily related party transactions in 2021, and believed that the daily related party transactions of the company were caused by the business model, and the transaction amount was reasonably estimated based on the transactions of previous years, The transaction price is determined according to the market-oriented principle on the basis of the government’s price policy, which is basically consistent with the transaction price of the company and other non affiliated enterprises, reflects fairness and protects the interests of all shareholders. The voting procedure of the 26th meeting of the seventh board of directors on related party transactions was legal, and the related directors of the company avoided voting on related party matters, which was in line with the provisions of relevant laws, regulations and the articles of association.
At the 26th meeting of the 7th board of directors of China National Medicines Corporation Ltd(600511) held on March 17, 2021, it is proposed to apply for Entrusted loan and related party transaction from the holding subsidiary Sinopharm group Guorui Pharmaceutical Co., Ltd. The total amount is RMB 300 million, the annual interest rate of the loan is the benchmark interest rate of the people’s Bank of China for the same period, and the term of the entrusted loan is one year. This entrusted loan and related party transaction is to meet the capital needs of the company’s business development, and the loan interest rate is equal to the bank’s benchmark loan interest rate in the same period, which is conducive to saving financial costs, reducing financial expenses and not damaging the interests of non related shareholders. The voting procedure of the 26th meeting of the seventh board of directors on related party transactions was legal, and the related directors of the company avoided voting on related party matters, which was in line with the provisions of relevant laws, regulations and the articles of association.
At the 26th meeting of the 7th board of directors of China National Medicines Corporation Ltd(600511) held on March 17, 2021, we expressed independent opinions on the proposal on Issuing internal loans and related party transactions for the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. We believe that the issuance of internal loans and related party transactions is conducive to saving financial costs, Reduce financial expenses in line with the principles of openness, fairness and impartiality; When the board of directors of the company deliberates relevant proposals, the related directors withdraw from voting, which complies with the provisions of relevant laws and regulations and the articles of Association; The implementation of this matter is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
At the 26th meeting of the 7th board of directors of China National Medicines Corporation Ltd(600511) held on March 17, 2021, we expressed independent opinions on the company’s proposal on Issuing internal loans and related party transactions for the holding subsidiary Sinopharm Beijing Medical Technology Co., Ltd. in 2021. We believe that the issuance of internal loans and related party transactions is conducive to saving financial costs and reducing financial expenses, Comply with the principles of openness, fairness and impartiality; When the board of directors of the company deliberates relevant proposals, the related directors withdraw from voting, which complies with the provisions of relevant laws and regulations and the articles of Association; The implementation of this matter is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
At the 26th meeting of China National Medicines Corporation Ltd(600511) the 7th board of directors held on March 17, 2021, we expressed independent opinions on the company’s proposal on the related party transaction of Sinopharm Parkson commercial factoring Co., Ltd. providing financial services for the company in 2021. We believe that this financial service and related party transaction is conducive to saving financial costs and reducing financial expenses, which is in line with openness, fairness The principle of justice; When the board of directors of the company deliberates relevant proposals, the related directors withdraw from voting, which complies with the provisions of relevant laws and regulations and the articles of Association; The implementation of this matter is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
At the 30th meeting of the 7th board of directors of China National Medicines Corporation Ltd(600511) held on July 16, 2021, we expressed independent opinions on the company’s proposal on China National Medicines Corporation Ltd(600511) investment and subscription of Sinopharm CICC medical industry innovation investment fund and related party transactions. We believe that this investment and subscription of Industrial Fund and related party transactions is conducive to the long-term development of the company and conforms to the principles of openness, fairness and impartiality; The audit committee also issued a written audit opinion on the connected transaction; When the board of directors of the company deliberates relevant proposals, the related directors withdraw from voting, which complies with the provisions of relevant laws and regulations and the articles of Association; The implementation of this matter is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
2. External guarantee and fund occupation
At the 26th meeting of the seventh board of directors of China National Medicines Corporation Ltd(600511) held on March 17, 2021, we expressed independent opinions on the guarantee of the company. The meeting passed the proposal of the company on providing comprehensive credit guarantee for the wholly-owned subsidiary Sinopharm Airport (Beijing) International Trade Co., Ltd. in 2021. This guarantee is based on the production and operation needs of the wholly-owned subsidiary and holding subsidiary of the company by the board of directors according to the company’s financial status and existing guarantee The cash flow and investment need to be determined on the basis of reasonable prediction, which is in line with the overall interests of the company, and the guarantee risk is within the controllable range of the company. All proposals involved in the guarantee are in accordance with the relevant laws and regulations, so the voting procedures are consistent with the relevant laws and regulations. In addition to the above guarantees, the company and its holding subsidiaries have no other external guarantees, and there is no violation of relevant laws and regulations.
3. Use of raised funds
At the 7th Meeting of the China National Medicines Corporation Ltd(600511) 7th board of directors held on March 17, 2021
