Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as “the company”), I have strictly complied with the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the relevant provisions and requirements of the articles of association and the working system of independent directors, From the perspective of safeguarding the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, perform their duties independently and impartially and actively play the role of independent directors.
During the reporting period, I actively attended various meetings, expressed independent opinions on relevant proposals of the board of directors, paid special attention to the company’s business development and the promotion of major issues, and earnestly performed the duties of independent directors. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, I attended the board of directors and the general meeting of shareholders on time in a diligent and responsible manner, carefully considered all the proposals submitted to the board of directors, actively communicated with the company’s management, put forward reasonable suggestions, and exercised the voting right in a rigorous manner. I believe that the convening and holding of the board of directors and general meeting of shareholders of the company in 2021 comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. The relevant resolutions of the meeting are in line with the overall interests of the company, and have not damaged the legitimate rights and interests of all shareholders of the company, especially the minority shareholders.
In 2021, with a prudent attitude, I voted for all proposals submitted at each board meeting after deliberation, and there was no objection or waiver.
2、 Independent opinions
In 2021, I actively studied and analyzed all major issues of the company, gave full play to my professional advantages, paid attention to major issues of the company, actively put forward suggestions and paid attention to risk control. Strictly reviewed the scientificity, rationality and impact on the company of the decision-making procedures for major matters, and expressed independent opinions on major matters, as follows:
Announcement time no. of matters with independent opinions published in order announcement index
1 independent director’s opinion on the independent election of the chairman of the seventh board of directors on February 4, 2021
Discussion on the independence of relevant matters
See legislative opinion
Independent opinions on the appointment of the Secretary of the board of directors
Independent opinion on Directors’ remuneration
Independent opinion on independent director’s allowance
Independent opinion on supervisor’s allowance
Independent opinion on senior management compensation
Progress in solving issues related to media attention
Independent opinions of independent directors on the impact of Shenzhen Stock Exchange on the company’s operation and corporate governance; whether the board of directors and the general meeting of shareholders are unable to perform normally
Risk of post or meeting
About funds occupied by controlling shareholders and other related parties
Independent opinion of
On the company’s profit distribution plan for 2020
Opinions
Self evaluation of the company’s internal control in 2020
Independent opinion of the report
Independent directors’ independent opinions on the company’s seventh report on the company’s continued appointment of audit institutions in 2021
The second meeting of the 3rd board of directors made independent opinions on relevant matters in April 2021 and independent opinions on the deposit and daily use of the company’s raised funds in 2020
About the company’s application to the bank for comprehensive grant in 2021
Independent opinion on credit limit
On cash management using self owned idle funds
Independent opinion of
Independent opinions on providing guarantee for holding subsidiaries
see
Independent opinions of independent directors on matters related to the fourth meeting of the seventh board of directors and the fourth meeting of the 74th board of directors in 2021
Independent directors about the company’s third
5. Independent opinions of the fifth meeting of the seventh board of directors on the independent matters related to the relevant matters discussed at the fifth meeting of the seventh board of directors in July 2021. See you on May 15
Independent directors about the company’s third
6. Prior approval opinions of the fifth meeting of the seventh board of directors on the relevant matters discussed in the fifth meeting of the seventh board of directors in July 2021
Independent directors’ opinions on the proportion of funds of the company’s controlling shareholders and their related parties
7 independent opinions on the seventh meeting of the seventh board of directors and external guarantee independent opinions on relevant matters discussed in August 2021 independent opinions on the special report on the use and deposit of the company’s raised funds in the half year of 2021
Independent directors about the company’s third
8. Prior approval opinions of the 8th meeting of the 7th board of directors on relevant matters to be discussed in September 2021 at the 8th meeting of the 7th board of directors
Independent directors about the company’s third
9. Independent opinions of the 8th meeting of the 7th board of directors on the independent matters related to the matters discussed at the 8th meeting of the 7th board of directors in September 2021. See you on January 1
Independent director’s independent opinions on the ninth meeting of the seventh board of directors in October 2021 independent director’s independent opinions on the relevant matters of the ninth meeting of the seventh board of directors on October 29
see
Date of prior approval opinions of independent directors on relevant matters of the ninth meeting of the seventh board of directors of the company on November 29, 2021
Can comment
Independent opinions of independent directors on the seventh independent opinion of the company on the use of some idle self owned funds for cash management at the 10th meeting of the 12th board of directors in 2021
Independent opinion of
Independent opinions of independent directors on the Seventh Amendment to the articles of association of the company
Independent opinions of the 11th meeting of the 7th board of directors on the independent intention of adding non independent directors to the 13th meeting of the 7th board of directors in 2021. See the independent opinion day on the appointment of deputy general manager and chief financial officer on December 11
see
3、 Work of the professional committee of the board of directors of the company
As the chairman of the audit committee and the member of the nomination, remuneration and assessment committee of the seventh board of directors of the company, I fully exercise my legal rights and obligations according to the working system and other relevant regulations of various professional committees and the actual situation of the company. The main performance of my duties in 2021 is as follows:
1. As the chairman of the audit committee of the seventh board of directors, I convened members to attend each meeting, carefully considered the relevant matters of the meeting, studied the assessment standards of directors and senior managers, put forward reasonable suggestions, and fulfilled the responsibilities and obligations of the members of the audit committee in accordance with the provisions of the working system of independent directors, the working rules of the audit committee of the board of directors and other relevant systems.
2. As a member of the nomination, remuneration and assessment committee of the board of directors, I attended every meeting on time, carefully considered the relevant matters of the meeting, studied the assessment standards of directors and senior managers, put forward reasonable suggestions and fulfilled the nomination, remuneration and assessment responsibilities in accordance with the working system of independent directors, the working rules of the nomination, remuneration and assessment committee of the board of directors and other relevant systems Responsibilities and obligations of members of the remuneration and assessment committee.
4、 Work done in protecting the rights and interests of investors
As an independent director of the company, he has actively and effectively performed his duties as an independent director since taking office. For major matters that need to be resolved by the board of directors of the company, the company is required to provide relevant information in advance, adhere to prior review, and exercise the voting right independently, prudently and objectively, effectively safeguarding the legitimate rights and interests of the company and the public shareholders. In terms of safeguarding the interests of all shareholders, special attention was paid to protecting the legitimate rights and interests of minority shareholders, supervising the company’s fair performance of information disclosure and investor relations management activities, ensuring the majority of investors’ right to know and safeguarding the rights and interests of the company and minority shareholders. In the process of daily duty performance, we have combined self-conscious learning with training, mastered the latest laws and regulations and various rules and regulations issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, continuously improved our ability to perform our duties, and formed the ideological consciousness of consciously protecting the interests of the company and the interests of shareholders of the public.
5、 Other working conditions
1. There is no proposal to hold a meeting of the board of directors
2. There is no request to the board of directors to convene an extraordinary general meeting of shareholders
3. No public solicitation of voting rights from shareholders before the general meeting of shareholders
6、 Summary
In 2021, I actively, professionally and efficiently performed the duties of independent directors, made independent judgments and decisions on major matters of the company, and made modest contributions to optimizing the corporate governance structure and operation and management of the company.
During my tenure as Boya Bio-Pharmaceutical Group Co.Ltd(300294) independent director, I can faithfully and diligently perform the duties of independent director, pay attention to corporate governance and production and operation, participate more in the management of the company, give full play to the functions of independent director, promote more standardized management and stable operation of the company, and realize the rapid and healthy development of the company. At the same time, we hope that the company will strive to establish an image of a listed company with integrity, standardization and self-discipline, promote the development and growth of the company as soon as possible, and repay the majority of investors with excellent performance. I would like to express my heartfelt thanks to the board of directors and the management for their active and effective cooperation and support in our performance of the duties of independent director!
It is hereby reported.
Boya Bio-Pharmaceutical Group Co.Ltd(300294) independent director: Zhang Weidong
March 22, 2021
