Report on the work of independent directors in 2021
As an independent director of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as the “company”), we worked in 2021 in strict accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the governance standards of listed companies, and the Listing Rules of the stock exchange where the company’s shares are listed, Pay full attention to the company’s development strategy, take the initiative to understand and master the company’s operating conditions, actively participate in the company’s general meeting of shareholders, the board of directors and the meetings of various special committees, carefully consider various proposals, give independent opinions on the company’s major issues (including related party transactions, external guarantees and other issues), earnestly perform various duties and obligations of independent directors, and prudently exercise the rights conferred by the company and shareholders, Safeguarding the legitimate interests of all shareholders and giving full play to the role of independent directors. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
As of December 31, 2021, the second board of directors of the company consists of 12 directors, including 5 independent directors: Mr. Jiangnan Cai, Ms. Liu Yan, Mr. Lou Hetong, Mr. Zhang Xiaotong and Mr. Feng Dai, accounting for more than one-third of the number of directors. The above-mentioned five independent directors have high professional level and rich practical experience in industry, enterprise management, law and finance. There is no situation affecting their independence and meet the requirements of relevant laws and regulations. See the resumes disclosed in Wuxi Apptec Co.Ltd(603259) 2021 annual report for their basic information.
2、 Performance of independent directors in 2021
(I) attendance at the general meeting of shareholders
In 2021, the company held two shareholders’ meetings, one A-share shareholders’ meeting and one H-share shareholders’ meeting. The convening of the general meeting of shareholders meets the legal requirements. We all actively attended the above general meeting of shareholders and listened to the opinions of shareholders.
(II) attendance at the board of directors
In 2021, the company held 12 meetings of the board of directors, covering a number of proposals related to the company’s financial management and corporate governance, such as periodic reports, equity incentives, profit distribution, related party transactions, company systems and so on. We all attended the board meeting on time and earnestly performed the duties of independent directors. Before each meeting, we carefully review the proposal, comprehensively consult relevant materials, and actively ask and obtain the required information and materials; During the meeting, we listened to the report of the company’s management in detail, fully communicated and actively participated in the discussion of various proposals. The details are as follows:
Name of independent director: whether he / she should attend the board of directors meeting in person or not; number of seats; number of seats; number of times of attending the meeting in person
Jiangnan Ca (I) Cai Jiang 12 12 0 0 no
(South)
Liu Yan 12 0 no
Louhe series 1200 no
Zhang Xiaotong 12 0 0 no
Feng Dai 12 0 0 no
In 2021, we voted in favour of the relevant proposals considered at each board meeting without raising any objection. The deliberation procedures of the board meeting of the company 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.
(III) attendance at special committees under the board of directors
1. In 2021, the audit committee held 8 meetings, which mainly discussed proposals on regular reports, profit distribution plan, renewal of domestic and foreign accounting firms, internal control report, write off of assets, related party transactions, changes in accounting policies, use of raised funds and so on. The following is the attendance of members (independent directors) at the meeting in 2021 (hereinafter referred to as the “reporting period”):
Name of independent director attendance actual attendance
Liu Yan 2 100.00%
Louhe series 8 100.00%
Zhang Xiaotong 8 100.00%
Jiangnan Cai 6 100.00%
Note: on March 30, 2021, the company held the 13th meeting of the second board of directors and the annual meeting of the board of directors in 2020, deliberated and adopted the proposal on replacing the members of the audit committee of the board of directors, and agreed that Liu Yan would no longer serve as a member of the audit committee, and Jiangnan CAI (CAI Jiangnan) would serve as a member of the audit committee of the second board of directors. The term of office of the members was from the date when the proposal was considered and adopted by the board of directors, Until the expiration of the term of office of the second board of directors.
2. In 2021, the remuneration and assessment committee held 8 meetings, mainly discussing the proposals related to the company’s equity incentive plan, such as the lifting of the ban on restricted shares, repurchase, option exercise, allowance for independent directors, remuneration scheme for senior managers, H-share incentive trust plan and so on. The following is the attendance of members (independent directors) at the meeting during the reporting period:
Name of independent director attendance actual attendance
Liu Yan 8 100.00%
Louhe series 8 100.00%
Feng Dai 6 100.00%
Note: on March 30, 2021, the company held the 13th meeting of the second board of directors and the 2020 annual board of directors meeting, deliberated and approved the proposal on replacing the members of the remuneration and assessment committee of the board of directors, and agreed that Ning Zhao (Zhao Ning) would no longer serve as the member of the remuneration and assessment committee, and Feng Dai would serve as the member of the remuneration and assessment committee of the second board of directors, The term of office of the members starts from the date when the proposal is deliberated and approved by the current board of directors and ends on the date when the term of office of the second board of directors expires.
3. In 2021, the strategy committee held three meetings, which mainly discussed the financial final accounts report, the deposit and use of raised funds, the extension of raised investment projects and the change of the purpose of raised funds, external guarantee, the development of foreign exchange hedging business, entrusted wealth management business, the establishment of joint venture with related parties and other proposals. The following is the attendance of members (independent directors) at the meeting during the reporting period:
Name of independent director attendance actual attendance
Jiangnan Cai 3 100.00%
4. In 2021, the nomination committee held two meetings, mainly discussing the proposal to hire senior managers of the company. The following is the attendance of members (independent directors) at the meeting during the reporting period:
Name of independent director attendance actual attendance
Jiangnan Cai 2 100.00%
Liu Yan 2 100.00%
In the above-mentioned special committees of the board of directors, we can perform our duties as independent directors according to law. During the reporting period, the special committees under the board of directors expressed their support for the proposals under consideration when performing their duties.
(IV) performance of daily duties
In 2021, we regularly paid attention to and understood the improvement and implementation of the company’s rules and regulations such as operation and management and internal control, the implementation of the resolutions of the board of directors, financial management, business development and supervision of the implementation of investment projects; We attach importance to strengthening communication with internal directors, supervisors, senior managers, the company’s internal audit department and auditors, deeply understand the company’s operation and financial status, and timely learn about the progress of major matters of the company, such as the implementation of H-share incentive trust plan and shareholder interest consistency incentive plan. We always pay attention to the impact of external environment and market changes on the company, and timely feed back opinions and suggestions on the company’s development strategy and operation management to the board of directors and senior managers.
(V) cooperation of listed companies with independent directors
The president (CEO), vice chairman, CO CEO, Secretary of the board of directors and other senior managers of the company have maintained regular communication with us, so that we can timely understand the operation status of the company and obtain information that can make independent judgment in time; Before the meeting, relevant meeting materials can be delivered timely and accurately, which effectively cooperates with the work of independent directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, we reviewed and expressed independent opinions on the company’s participation in the establishment of fund management company and fund general partner, the establishment of joint venture with related parties, the subscription of fund units of Suzhou Yaoming Huiying phase I industrial investment fund partnership (hereinafter referred to as “Yaoming Huiying fund”) and the termination of investment in Yaoming Huiying fund. We believe that the above transaction pricing follows the principles of openness, fairness and The principle of fair and market-oriented pricing will not adversely affect the daily operation of the company, nor infringe the interests of the company and shareholders. At the same time, it is in line with the strategic development of the company and helps to expand the main business of the company. Relevant related directors have avoided voting, and the voting procedures comply with relevant regulations.
As for the estimated amount of the company’s continuous related party transactions in 2021, we believe that the estimated amount of the company’s continuous related party transactions in 2021 complies with the principles of fairness, impartiality and openness to ensure that the related party transactions will not harm the interests of the company and all shareholders. While the company is constantly committed to reducing related party transactions, the related party transactions with related parties will continue to follow the principles of fairness and rationality, and the transaction behaviors of both parties will be agreed by contract. The price of the company’s related party transactions is fair and does not harm the interests of the company and non related shareholders. Related party transactions will not have any adverse impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such transactions. The termination of the related party transaction agreement is a business decision reached by all parties through consultation. It is carried out in accordance with the principle of “fairness, voluntariness and mutual benefit”, follows the principle of objectivity, fairness and impartiality, and does not harm the interests of the company and shareholders.
(II) external guarantee
During the reporting period, we carefully reviewed the proposal on the company’s external guarantee limit in 2021, and believed that the company’s guarantee for the subordinate subsidiaries within the scope of consolidated statements (hereinafter referred to as “subordinate subsidiaries”) is conducive to the subordinate subsidiaries’ application for comprehensive credit or loan from the bank to ensure the demand for working capital, and is conducive to improving the operating efficiency and profitability of the subordinate subsidiaries, which is in line with the law According to the regulations and the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “articles of association”), there is no act that damages the interests of the company and shareholders.
(III) use of raised funds and self owned funds
During the reporting period, we paid attention to the use of the company’s idle raised funds and self owned funds, reviewed the proposal on cash management using idle raised funds and the proposal on cash management using idle self owned funds, and considered that the company’s use of idle raised funds and self owned funds for cash management complies with the provisions of relevant laws, regulations and normative documents, and the actual situation and needs of the company, It is conducive to taking into account the construction of investment projects with raised funds and investment projects with self owned funds, as well as the improvement of the company’s idle raising and the use efficiency of self owned funds, so as to obtain good capital return, which is in line with the overall and long-term interests of shareholders.
In view of the implementation of the raised investment projects, we have reviewed the proposal on the extension of the raised investment projects of some A-share non-public development banks, the proposal on the extension of the raised investment projects of some A-share initial public offerings, and the proposal on changing the purpose of the raised funds of some A-share initial public offerings, It is believed that the decision-making procedures of the above matters comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the management of raised funds of listed companies. There is no situation that damages the interests of the company’s shareholders, which is in line with the objective situation and the needs of the company’s long-term development.
(IV) profit distribution
During the reporting period, we reviewed the company’s profit distribution plan and believed that the profit distribution and capital reserve conversion to share capital plan of the company comprehensively considered the company’s operation and financial status, operating performance, development prospect and future growth potential, balanced the company’s long-term operation and development and shared the interests of the company’s operating results with shareholders, and complied with the provisions of laws, regulations, normative documents and the actual situation of the company, It conforms to the overall and long-term interests of shareholders and is conducive to the sustainable, stable and healthy development of the company.
(V) performance forecast and performance express
During the reporting period, the company issued the announcement of 2020 annual performance advance, the announcement of 2020 annual performance express and the announcement of 2021 semi annual performance advance. We believe that the above announcement disclosure procedures comply with relevant regulations, and the financial data and indicators involved are different from those on a regular basis
