Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
2021 annual work report of independent directors of the 8th board of directors
In 2021, in strict accordance with the company law, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the rules for the listing of securities on the stock exchange of Hong Kong Limited, the standards for the governance of listed companies, the articles of association, the rules of procedure of the board of directors, the independent director system and the annual report working system of independent directors of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (“the company” or “the company”) He diligently performed the duties of independent directors, exercised the functions and powers of independent directors prudently, seriously and properly, actively and seriously attended the meetings of special committees, the meetings of the board of directors and the general meeting of shareholders, gave full play to our experience and expertise, did a lot of work in improving the governance and major decisions of the company, expressed pertinent and objective opinions on relevant matters, and effectively safeguarded the interests of the majority of shareholders of the company.
The performance of our duties in 2021 is reported as follows:
1、 Basic information
Mr. Huang Xianrong, aged 59, holds an Executive MBA from the Chinese University of Hong Kong. He is a senior member of the Hong Kong Institute of certified public accountants, the Institute of Chartered Accountants in England and wells, the Institute of Chartered Certified Public Accountants, the Hong Kong Institute of directors and the British Institute of Chartered Secretaries and executives. He is also a member of the American Institute of accountants and a chartered member of the Chartered Institute of securities and investment. Mr. Huang was awarded the medal of honor by the government of the Hong Kong Special Administrative Region in 2021. He is now China Railway Construction Corporation Limited(601186) high tech equipment Co., Ltd. (a public company listed on the Hong Kong Stock Exchange), Inner Mongolia Yitai Coal Co., Ltd. (a company listed on the Shanghai Stock Exchange and H shares listed on the stock exchange), Weiyang Wine International Holding Co., Ltd. (a company listed on the Hong Kong Stock Exchange) Independent non-executive directors of Bank of Jiangxi Co., Ltd. (a company with H shares listed on the Hong Kong Stock Exchange) and Zhaoke ophthalmology Co., Ltd. (a public company listed on the Hong Kong Stock Exchange). He has also served as an independent non-executive director of Dongjiang Environmental Company Limited(002672) (a company listed on the SME Board of Shenzhen Stock Exchange and the main board of HKEx) and AEON Credit Finance (Asia) Co., Ltd. (a company listed on the main board of HKEx) in the past three years. He is a member of the Anhui Provincial Committee of the Chinese people’s Political Consultative Conference, a member of the securities and Futures Appeals Tribunal, a member of the panel of auditors of public interest entities, a member of the Construction Industry Council, and a member of the gambling and lotteries Committee. He is the managing partner and licensed principal of a licensed corporation registered under the securities and Futures Ordinance and Xuan capital Hong Kong Limited. Before taking this important position, he worked in an International Auditor bank for 4 years and later served as the chief financial officer of a listed company for 7 years. Later, he co founded Silk Road International Capital Co., Ltd. (a licensed corporation, formerly known as anlijun Investment Co., Ltd.) and served as the executive director and licensed person in charge of the company for 23 years. Mr. Huang has been an independent non-executive director of the company since June 23, 2017. He has 38 years of rich experience in enterprise management and governance, investment management and consulting, accounting and finance.
Ms. Wang Weihong, 59, holds a master’s degree in management, a professor of management, a counselor of the Counselor’s office of the Guangdong Provincial People’s government, a member of the ninth, tenth and eleventh sessions of the Guangdong Provincial CPPCC and a member of the 12th Advisory Committee. Ms. Wang graduated from Hunan University of Finance and Economics (now Hunan University) and began to work in July 1986. She has successively served as a lecturer and director of the Department of trade and economics of Hunan University of Finance and economics, and an associate professor of the Department of marketing of the school of Business Administration of Hunan University. Since 1999, he has been the director and professor of the market and enterprise research center of the Business School of Guangdong University of foreign studies. In recent years, he has served as a member of the Teaching Steering Committee of Guangdong Provincial Administration for Industry and commerce, an evaluation expert of Guangdong Federation of Social Sciences, and an evaluation expert of the science and technology progress award of Guangdong Provincial Department of science and technology. Ms. Wang has always been the executive director of China Marketing Society, the Deputy Secretary General of China University Business Management Research Association and the executive director of China University Marketing Research Association. Ms. Wang has been an independent non-executive director of the company since June 23, 2017. Ms. Wang has rich experience in strategic management, science and technology innovation management, marketing management, brand planning and operation.
Mr. Chen Yajin, aged 59, holds a doctorate degree, and holds the title of professor and chief physician. Mr. Chen is the vice chairman of the special committee of biliary surgery of the National Health Commission’s capacity-building and relay Education Committee, the chairman of the professional committee of hepatobiliary and pancreatic eras of the Chinese branch of the international hepatobiliary and pancreatic Association, the chairman of the branch of hepatobiliary surgery of the Guangdong Medical Association, the member of the Standing Committee of the professional committee of biliary tract of the surgical branch of the Chinese Medical Association, the vice chairman of the digestive oncology branch of the Chinese Research Hospital Association Member of the biliary surgery group of the surgical branch of the Chinese Medical Association, member of the Asia Pacific laparoscopic liver surgery Promotion Committee and vice chairman of the Chinese branch, vice chairman of the biliary tumor Professional Committee of the Chinese branch of the international hepatobiliary pancreatic Association, and member of the Standing Committee of the international laparoscopic liver Surgery Association (ills). Mr. Chen started work in July 1986. He has successively served as the director of hepatobiliary surgery of Sun Yat Sen Memorial Hospital of Sun Yat sen University and the deputy director of the Management Committee of the south hospital. He has served as an independent non-executive director of the company since June 29, 2020 and is now the director of hepatobiliary surgery of Sun Yat Sen Memorial Hospital of Sun Yat sen University. Mr. Chen has rich experience in scientific research and development and technical research.
Mr. Huang Min, aged 58, has a postgraduate degree, a doctorate in pharmacology and a second level professor. Mr. Huang is a member of the national pharmacopoeia, honorary chairman of the professional committee of clinical pharmacology of the Chinese Pharmacological Society, vice chairman of the professional committee of drug metabolism, member of the Standing Committee of Guangdong science and Technology Association and President of Guangdong evaluation and Certification Technology Association. Mr. Huang started work in June 1983. He has successively served as lecturer and associate professor of the Department of clinical pharmacology of Sun Yat Sen Medical University, executive vice president and President of the school of pharmacy of Sun Yat sen University. Mr. Huang has been an independent non-executive director of the company since June 29, 2020. He is now a professor and director of the Institute of clinical pharmacology of Sun Yat sen University. Mr. Huang has rich experience in teaching, scientific research and scientific and Technological Development in the field of pharmacy.
2、 Description of independence
As an independent director, we have provided the company with independent confirmation letters respectively, confirming that there is no employment relationship, transaction relationship, kinship relationship with the company, and there are no other circumstances affecting our identity and independence in performing our duties. 3、 Annual performance overview
(I) attendance at the meeting
In 2021, we personally attended the meetings of the board of directors, the special committees under the board of directors and the general meeting of shareholders, participated in the discussion and deliberation of the proposals of the board of directors, the special committees under the board of directors and the general meeting of shareholders and related matters, and raised no objection to the proposals of the board of directors and the general meeting of shareholders and other deliberation matters.
During the reporting period, our attendance at the meetings of the board of directors and the general meeting of shareholders is as follows:
Whether to attend the meeting of the board of directors alone? Attendance at the general meeting of shareholders? The name of the director is not the holder. Should he attend the meeting in person by means of communication entrustment this year? Should he attend the meeting in person for two consecutive years? The number of times of attending the meeting by means of directors and board of directors? The number of times of not attending the general meeting of shareholders in person plus the number of times of meeting Number of parliaments
Huang Xianrong yes 9 0 0 No 2 2
Wang Weihong is 9 9 6 0 0 No 2 2
Chen Yajin is 9 9 6 0 0 No 2 2
Huang Min is 9 9 6 0 0 No 2 2
Note: participation by means of communication is deemed to be in person
(II) daily work
In 2021, we earnestly performed the duties of independent directors and attended the meetings of the board of directors, the special committees under the board of directors and the general meeting of shareholders with a prudent, responsible and positive attitude.
For the major issues decided by the board of directors, we carefully reviewed the relevant materials, listened to the introduction and explanation of the company’s management on the relevant situation, and put forward opinions or suggestions. Issued pertinent and objective opinions and independent opinions on the daily continuous related party transactions, related party transactions and major related party transactions of the company.
4、 Key issues of annual performance
(I) related party transactions
In 2021, the related party transactions of the company include:
1. Proposal on the estimated number of daily connected transactions between the company and Guangzhou Hutchison Whampoa traditional Chinese Medicine Co., Ltd. in 2021;
2. Proposal on extending the exercise period of selling shares and related party transactions;
3. Proposal on the estimated number of daily connected transactions with Guangzhou Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Hutchison Whampoa traditional Chinese Medicine Co., Ltd. and Guangzhou Baite Qiaoguang Medical Products Co., Ltd. in 2022;
4. Proposal on the signing of daily related party transaction agreement between the company and Guangzhou Pharmaceutical Group Co., Ltd. and the transactions under it.
For the above connected transactions submitted to the board of directors for consideration, based on the relevant materials provided by the company’s management and the evaluation results and opinions of intermediaries on relevant matters, we have issued independent opinions as independent directors. We believe that the above connected transactions of the company have followed the commercial principles of fairness, impartiality and fairness. These related party transactions are beneficial to both parties and meet the long-term development needs of the company and the interests of all shareholders.
(II) external guarantee and fund occupation
During the reporting period, the review and implementation of the group’s external guarantee complied with the provisions of laws, regulations, normative documents and the articles of Association; As of December 31, 2021, the company had no external guarantee or non operating occupation of funds by the controlling shareholders and their related parties during the reporting period.
(III) use of raised funds
During the reporting period, the use of the funds raised by the company’s non-public offering of shares (A shares) in 2021 was consistent with the disclosed contents.
(IV) appointment of audit institutions in 2021
After the deliberation and approval of the 11th meeting of the 8th board of directors and the 2020 annual general meeting of shareholders, the company appointed Lixin Certified Public Accountants (special general partnership) as the annual financial audit institution in 2021 and the internal control audit institution in 2021. We have expressed independent opinions on the above matters and believe that Lixin has the professional qualification and competence to provide audit services for listed companies. The project members do not violate the independence requirements of the code of professional ethics for Chinese certified public accountants. Lixin has sufficient independence, integrity and investor protection ability to meet the requirements of the company’s annual financial audit in 2021. It is agreed to appoint Lixin Certified Public Accountants (special general partnership) as the annual financial audit institution in 2021 and the internal control audit institution in 2021. (V) operation of the board of directors and its subordinate special committees
The board of directors of the company has four special committees: Audit Committee, strategic development and Investment Committee, nomination and Remuneration Committee and Budget Committee. During the reporting period, the special committees reviewed the matters in their respective fields and operated in a standardized manner.
(VI) implementation of information disclosure
In accordance with the relevant requirements of the Shanghai Stock Exchange and the stock exchange of Hong Kong Limited on the disclosure of periodic reports and other temporary announcements, as independent directors and members of the audit committee, we carefully review the authenticity, completeness and accuracy of the meeting materials, as well as the legality and compliance of information disclosure and the consistency of domestic and foreign disclosure. We actively cooperated with and supervised the preparation of the company’s first quarter report of 2021, the semi annual report of 2021, the third quarter report of 2021 and the annual report of 2020, learned from the company’s management about the production and operation of subordinate enterprises and the progress of major issues, and reviewed the company’s regular reports and relevant materials; It also communicated with the company’s management and financial audit institutions on the review of the 2021 semi annual report and expressed opinions. In addition, we also supervise the temporary announcement disclosed by the company to ensure that the company can truthfully, accurately, completely and timely disclose relevant information, and do a good job in confidentiality before disclosure.
(VII) remuneration of senior managers
During the reporting period, we reviewed the company’s 2021 senior management and other salary cashing proposals, and believed that the company’s 2021 senior management and other salary cashing proposals were formulated based on the actual operation of the company and the salary level of the company’s industry, in line with the provisions of relevant laws, regulations, articles of association and relevant systems of the company, and there was no damage to the interests of the company and shareholders, Expressed an independent opinion of agreement.
(VIII) profit distribution
During the reporting period, we reviewed the company’s profit distribution plan for 2020 by comprehensively considering the company’s operation and development, reasonable return of shareholders and other factors. We believe that the cash dividend plan balances the company’s current capital demand and future development investment, short-term cash dividend return of shareholders and medium and long-term return, reflects the company’s reasonable return to investors, and takes into account the reasonable needs of the company’s operation and development, There is no situation that damages the interests of the company and small and medium-sized investors.
(IX) performance of commitments of the company and shareholders
During the reporting period, in accordance with the relevant provisions of laws and regulations such as the guiding opinions on the establishment of independent director system in listed companies and the guidelines for the governance of listed companies, as an independent director of the company, after carefully reviewing the relevant materials of the proposal on delaying the performance commitment of controlling shareholders and signing supplementary agreement deliberated at the 15th meeting of the eighth board of directors of the company and the discussion and analysis of all independent directors, Based on the position of independent judgment, we believe that this extension complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies, and the articles of association. This extension is in line with the objective and actual situation, and there is no situation that damages the interests of the company, shareholders, especially minority shareholders. When the board of directors of the company voted on the proposal, the related directors have avoided voting, and the board of directors called
