Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of the first board of directors of Tibet Duo Rui Pharmaceutical Co.Ltd(301075) (hereinafter referred to as “the company”), I, Liu Yingfei, worked honestly, diligently and in strict accordance with the company law, the Shenzhen Stock Exchange GEM Listing Rules, the rules for independent directors of listed companies and other relevant laws and regulations, the articles of association, the working system of independent directors and other relevant regulations and requirements of the company in 2021 Independently perform their duties, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on major matters of the company, give full play to the role of independent directors, safeguard the legitimate rights and interests of the company and public shareholders, and promote the standardized operation of the company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the general meeting of shareholders and the board of directors held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a cautious attitude, and played a positive role in the correct decision-making of the board of directors.
In 2021, the company held 5 board meetings and 3 general meetings of shareholders. My attendance at the meeting is as follows:
Should be entrusted to attend the meeting? Whether there are two consecutive meetings? Number of times of attendance: number of times of absence: number of times of not attending the meeting in person
Board of directors no
General meeting 3 0 0 no
In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant examination and approval procedures were performed for major matters. I carefully considered various proposals on the board of directors and believed that these proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders. Therefore, I voted in favour, no dissenting vote or abstention.
2、 Independent opinions
In 2021, I scrupulously performed my duties, understood the operation of the company in detail, and jointly expressed independent opinions on relevant matters with other independent directors of the company, as follows:
On February 8, 2021, at the sixth meeting of the first board of directors of the company, I expressed my agreed independent opinions on confirming the related party transactions of the company from January 1, 2018 to December 31, 2020 and confirming the remuneration of directors, supervisors and senior managers of the company in 2021.
On October 20, 2021, at the seventh meeting of the first board of directors of the company, I expressed my independent opinions on using the raised funds to increase the capital of the wholly-owned subsidiary, implement the raised investment project, and use some temporarily idle raised funds for cash management.
On December 10, 2021, at the 8th meeting of the first board of directors of the company, I expressed my independent opinions on using the idle self owned funds of the company for cash management, using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses, the expected amount of daily connected transactions in 2022, and the appointment of deputy general manager.
On December 24, 2021, at the 9th meeting of the first board of directors of the company, I expressed my independent opinions on using part of the over raised funds to permanently supplement the working capital, changing the implementation location and implementation method of some of the raised funds to invest in the project, the company and its subsidiaries applying for comprehensive credit from China Minsheng Banking Corp.Ltd(600016) and other banks, and the related parties providing guarantee and related party transactions.
3、 On site investigation of the company
In 2021, I made many on-site visits to the company, focusing on the company’s production and operation status, management, internal control and other system construction and implementation, and the implementation of the resolutions of the board of directors; And keep close contact with other directors, senior managers and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the company by the media and network, timely learn the progress of major matters of the company and master the operation dynamics of the company.
4、 Performance of duties in the company’s 2021 audit
According to the company’s working system for independent directors and other relevant regulations and requirements, I went to the company to conduct field research, carefully listened to the company’s management’s report on major matters such as the business situation in 2021 and the company’s financial director’s report on the company’s financial situation in 2021, fully communicated with the company’s 2021 audit certified public accountant, and listened to the certified public accountant’s introduction of the preliminary audit opinions, And fully communicated with certified public accountants and the company’s management on relevant issues, and faithfully performed the duties of independent directors.
5、 Work done in protecting the rights and interests of investors
1. Supervise and urge companies listed on the Shenzhen Stock Exchange to disclose information in a timely and accurate manner in accordance with the relevant laws and regulations of Shenzhen Stock Exchange on the fair and self-regulation of companies listed on the gem, and ensure that the information of listed companies is disclosed in a timely and complete manner in accordance with the relevant laws and regulations of Shenzhen Stock Exchange.
2. Perform the duties of independent directors in accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations; At the same time, I adhere to the principles of prudence, diligence and honesty, actively study relevant laws, regulations and rules, strengthen professional learning, improve professional level, strengthen communication with the company’s management, protect the legitimate rights and interests of investors and promote the stable development of the company.
6、 Work of the special committee of the board of directors
As the convener of the audit committee of the first board of directors of the company, I presided over the daily work of the audit committee and urged the internal audit department of the company to audit the regular reports and other major matters in strict accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies on Shenzhen stock exchange No. 2 – standardized operation of GEM listed companies, the articles of association, and the working rules of the audit committee of the board of directors, It is suggested that the company improve the internal control system in time. Carefully reviewed the company’s financial and operating conditions, focusing on the use of the company’s raised funds. Evaluate the audit services provided by Tianjian Certified Public Accountants (special general partnership) to the company in 2021, and provide suggestions for the board of directors to hire an accounting firm.
As a member of the remuneration and assessment committee of the first board of directors of the company, I actively perform my duties in strict accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, and the working rules of the remuneration and assessment committee of the board of directors. During the reporting period, the remuneration and allowances of directors of the first board of directors and the remuneration of senior managers of the company during the first board of directors were reviewed and discussed, the work performance of directors and senior managers of the company was evaluated and assessed, the remuneration of directors and senior managers was reviewed, and the duties of independent directors were effectively performed.
As a member of the nomination committee of the first board of directors of the company, I pay close attention to the selection criteria and procedures of the company’s directors, supervisors and senior managers in strict accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and the working rules of the nomination committee of the board of directors The supervisors and senior managers communicated with each other, safeguarded the rights and interests of the company and shareholders, and earnestly fulfilled the responsibilities and obligations of the members of the nomination committee.
As a member of the strategy committee of the first board of directors of the company, I studied and put forward suggestions on the long-term development strategic plan of the company in strict accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, and the working rules of the strategy committee of the board of directors, Studied and made suggestions on major investment and financing plans that must be approved by the board of directors as stipulated in the articles of association, and earnestly fulfilled the responsibilities and obligations of the members of the strategy committee.
7、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, actively participated in the relevant training organized by the company in various ways, and continuously improved my ability to perform my duties, It provides better opinions and suggestions for the company’s scientific decision-making and risk prevention, and effectively strengthens the ability to protect the legitimate rights and interests of the company and investors.
8、 Other work
1. There is no proposal to convene the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions;
3. No independent director proposed to hire or dismiss an accounting firm. The above is the report on my performance of duties in 2021.
Independent director: Liu Yingfei March 23, 2022
