Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
2021 annual report of independent non-executive directors
In accordance with the company law of the people’s Republic of China, the guiding opinions of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on the establishment of independent director system in listed companies and other relevant laws, regulations and normative documents, as well as the articles of association of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as the “articles of association”) According to the provisions of the independent non-executive director system of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd., during the reporting period, as an independent non-executive director of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as “the company” or “the company”), we earnestly performed our obligations of integrity and diligence to the company and all shareholders, and actively and seriously participated in the general meeting of shareholders of the company At the meetings of the board of directors and various special committees, they carefully considered various proposals, made great efforts to give full play to their professional expertise, gave advice for the development of the group (i.e. the company and its holding subsidiaries / units, the same below), continued to promote the continuous improvement of the company’s governance structure, and played a positive role in the scientific decision-making of the board of directors, standardized operation and the development of the group, And effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. The performance report of 2021 is as follows:
1、 Basic information of independent non-executive directors
(I) resume of independent non-executive director during the reporting period:
1. Ms. Li Ling was appointed as an independent non-executive director of the company on June 25, 2019. Ms. Li Ling is currently professor of economics and doctoral supervisor of National Development Research Institute of Peking University, director of China Health Development Research Center of Peking University, and independent non-executive director of Jingdong health Co., Ltd. (Stock Code: 06618), a company listed on the stock exchange of Hong Kong Limited (hereinafter referred to as “Stock Exchange”).
2. Mr. Tang Guliang was appointed as an independent non-executive director of the company on June 25, 2019. Mr. Tang Guliang is currently a professor in the Department of finance of the school of international business of the University of international business and economics, an independent director of Appotronics Corporation Limited(688007) (Stock Code: Appotronics Corporation Limited(688007) ) of a company listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), and an independent director of Jointown Pharmaceutical Group Co.Ltd(600998) (Stock Code: Jointown Pharmaceutical Group Co.Ltd(600998) ) of a company listed on Shanghai Stock Exchange.
3. Wang Quandi was appointed as an independent non-executive director of the company on June 11, 2021. Mr. Wang Quandi is currently an independent director of Shandong Bohui Paper Industry Co.Ltd(600966) (Stock Code: Shandong Bohui Paper Industry Co.Ltd(600966) ) of the company listed on Shanghai Stock Exchange.
4. Yu Zishan was appointed as an independent non-executive director of the company on June 11, 2021. Mr. Yu Zishan is currently the deputy managing director of HKU Keqiao Co., Ltd. and the deputy director of the technology transfer office of the University of Hong Kong. He has also served as the chief operating officer of HKU innovation Holdings Limited since April 2020. Mr. Yu is currently an independent non-executive director of China traditional Chinese medicine Holding Co., Ltd. (Stock Code: 00570), a company listed on the stock exchange, and an independent non-executive director of China tailing Pharmaceutical Group Co., Ltd. (Stock Code: 01011).
5. Mr. Jiang Xian was appointed as an independent non-executive director of the company on June 29, 2015 and retired on June 11, 2021.
6. Mr. Huang Tianyou was appointed as an independent non-executive director of the company on June 29, 2015 and retired on June 11, 2021.
(II) independence Description:
According to the Securities Listing Rules of the China Securities Regulatory Commission, the stock exchange of Hong Kong Limited and its corporate governance code, as well as the relevant provisions of the China Securities Regulatory Commission, we are not among the following persons who are not allowed to serve as independent non-executive directors of the company:
1. Personnel working in the company or its affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
2. Directly or indirectly holding more than 1% of the issued shares of the company or natural person shareholders among the top ten shareholders of the company and their immediate family members;
3. Persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
4. Having a material interest in any major business activities of the company, its holding parent company or their respective subsidiaries; Or involving major business transactions with the company, its holding parent company or their respective subsidiaries or with any core affiliated / connected person of the company;
5. Persons who have had the situations listed in the preceding four paragraphs in the most recent year;
6. Personnel who provide financial, legal, consulting, auditing and other services for the company or its subsidiaries, or who have provided such services for the company or its subsidiaries in the last two years.
In addition, we have not obtained additional undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Therefore, the assumption of non-executive director does not affect the independence of the company.
2、 Annual performance of independent non-executive directors
In 2021, the company held 6 general meetings of shareholders (including 1 annual general meeting, 3 extraordinary general meetings, 1 A-share shareholders’ meeting and 1 H-share shareholders’ meeting), 28 meetings of the board of directors (including 4 regular meetings and 24 extraordinary meetings), 1 meeting of the strategy committee of the board of directors, 16 meetings of the audit committee of the board of directors, 5 meetings of the nomination committee of the board of directors, 2 meetings of the remuneration and assessment committee of the board of directors The environmental, social and Governance Committee of the board of directors held 3 meetings.
As an independent non-executive director, before each meeting, we can carefully review the relevant meeting materials submitted by the company and make independent thinking and analysis; During the meeting, we listened carefully to the report of the management, actively participated in the discussion, made full use of our professional knowledge and expressed our own opinions and suggestions. During the reporting period, we deliberated carefully on the proposals of the board of directors and had no objection or objection to all the proposals.
During the reporting period, the participation of independent non-executive directors in the meetings of the board of directors and special committees is as follows:
Remuneration, environment, society and name board strategy committee audit committee Nomination Committee
And assessment committee and Governance Committee
Li Ling 28/28 1/1 4/4 5/5 Na 3/3
Tangguliang 28 / 28 Na 16 / 16 Na 2 / 2 Na
Wang Quandi note 1 18 / 18 Na 9 / 9 2 / 2 0 / 0 Na
Yu Zishan note 2 18 / 18 Na 0 / 0 2 / 2
Jiang Xianzhu 3 10 / 10 Na 7 / 7 3 / 3 2 / 2 Na
Huang Tianyou note 4 10 / 10 Na 2 / 2 1 / 1
Note 1: Mr. Wang Quandi was appointed as the independent non-executive director of the company, member of the audit committee of the board of directors, chairman of the Nomination Committee (convener) and member of the remuneration and Assessment Committee on June 11, 2021.
Note 2: Mr. Yu Zishan was appointed as the independent non-executive director of the company, the chairman of the remuneration and assessment committee of the board of directors (convener) and the chairman of the environmental, social and Governance Committee (convener) on June 11, 2021.
Note 3: Mr. Jiang Xian retired as an independent non-executive director of the company, a member of the audit committee of the board of directors, the chairman (convener) of the nomination committee and a member of the remuneration and Assessment Committee on June 11, 2021.
Note 3: Mr. Huang Tianyou retired on June 11, 2021 as the independent non-executive director of the company, the chairman of the remuneration and assessment committee of the board of directors (convener), and the chairman of the environmental, social and Governance Committee (convener).
3、 Key issues of annual performance of independent non-executive directors
(I) connected / connected transactions
During the reporting period, in accordance with the provisions of laws, regulations, normative documents such as the guidelines for the governance of listed companies “guidance on the establishment of independent director system in listed companies” and the articles of association of the CSRC, as the independent non-executive director of the company, we conducted pre audit on the related / connected transactions submitted to the board of directors for deliberation, participated in the deliberation of the board of directors and issued the opinions of independent non-executive directors. In 2021, the deliberation procedures of the company’s related / connected transactions comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; No related party / connected transaction is found to damage the legitimate rights and interests of the company and its shareholders, especially minority 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 has not been occupied by the funds of the controlling shareholders and their related parties.
(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 2010 was consistent with the disclosed contents.
(IV) nomination of directors and senior managers
During the reporting period, the company convened the board of directors to consider and pass the proposal on the addition of independent non-executive directors and the proposal on the new / re employment of senior managers of the company, and the independent non-executive directors have no objection to this.
(V) appointment or replacement of accounting firms
Ernst & Young (LLP), Ernst & Young (LLP) and Ernst & Young (LLP) are appointed as the general auditor of the company and the special auditor of the company respectively. The appointment procedure of the accounting firm complies with the provisions of laws, regulations, normative documents and the articles of association.
(VI) cash dividends and other investor returns
On June 11, 2021, the 2020 annual general meeting of shareholders held by the company reviewed and approved the 2020 profit distribution plan of the company, and agreed that the company would distribute cash dividends of RMB 4.30 (including tax) for every 10 shares to all shareholders registered on the equity registration date with undistributed profits. The scheme has been implemented in July 2021.
(VII) performance of the commitments of the controlling shareholders of the company
During the reporting period, the company disclosed the relevant commitments still being fulfilled by the controlling shareholder Shanghai Fosun high tech (Group) Co., Ltd. through regular reports. By the end of the reporting period, the relevant shareholders had not violated their commitments.
(VIII) implementation of information disclosure
During the reporting period, the company carried out the preparation and disclosure of the company’s regular reports and interim announcements in accordance with laws, regulations, normative documents, the articles of association and the information disclosure system.
(IX) implementation of internal control
By the end of the reporting period, the group had established a set of management closed loop from internal control construction to internal control self-assessment and then to internal control improvement, formed a relatively perfect internal control system and played a better role in preventing enterprise risks. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. On the benchmark date of the internal control evaluation report (i.e. December 31, 2021, the same below), no major defects in internal control over financial reporting or major defects in internal control over non-financial reporting have been found; No factors affecting the evaluation conclusion of internal control effectiveness were found between the benchmark date of internal control evaluation report and the issuance date of internal control evaluation report in 2021.
(x) operation of the board of directors and its subordinate special committees
During the reporting period, the board of directors of the company established five special committees, including audit committee, nomination committee, remuneration and assessment committee, strategy committee and environmental, social and Governance Committee. During the reporting period, the board of directors and each Special Committee deliberated on matters within their respective responsibilities.
4、 Overall evaluation and recommendations
In 2021, we continued to maintain independence. In the spirit of good faith and diligence, with the attitude of being responsible to all shareholders, especially the minority shareholders, and in accordance with the requirements of various laws and regulations, we performed the obligations of independent non-executive directors during the corresponding term of office, played the role of independent non-executive directors, and effectively safeguarded the legitimate rights and interests of the shareholders of the company, especially the minority shareholders.
In 2022, as an independent non-executive director of the company, we will continue to strictly comply with the requirements of relevant laws and regulations for independent non-executive directors, further strengthen communication with the board of directors, the board of supervisors and the management, pay attention to the corporate governance and operation, fulfill the duties of independent non-executive directors with due diligence and loyalty, actively give full play to the independent role of independent non-executive directors, and ensure the objectivity, impartiality and independence of the board of directors
