Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
2021 annual report of independent directors
Shareholders and shareholder representatives:
Qi Fei, 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 was honest, diligent and in strict accordance with the relevant provisions and requirements of the company law, Shenzhen Stock Exchange GEM Listing Rules, rules for independent directors of listed companies, other relevant laws and regulations, articles of association, working system for independent directors and other company regulations 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:
Whether two consecutive delegates are present
Number of meetings to be attended number of times of attendance number of times of absence number of times of not attending in person
Meeting
Board of directors no
General meeting 3 0 0 no
I attended the board of directors and the general meeting of shareholders on time without attending the meeting in person for two consecutive times. At the meeting of the board of directors, I carefully considered various proposals and issued opinions on relevant matters
Express independent opinions and play a positive role in making correct decisions for the board of directors of the company. 2021
The convening of the board of directors and the general meeting of shareholders of the company met the statutory requirements, and major matters were fulfilled
According to the relevant examination and approval procedures, I have carefully considered various proposals on the board of directors and believe that
These proposals did not harm the interests of all shareholders, especially minority shareholders, so they all voted in favour
There were no negative votes and abstentions.
2、 Independent opinions
(I) prior approval opinions and independent opinions issued
In 2021, as an independent director of the company, I was independent from other independent directors of the company according to regulations
The directors jointly expressed their prior approval opinions and independent opinions on relevant matters of the company before making decisions
See, as follows:
Type of opinion on time matters
Notice on confirmation of related party transactions of the company from January 1, 2018 to December 31, 2020
The independent opinion was agreed on February 8, 2021
The sixth meeting of the first board of directors
Independent opinions on confirming the remuneration of directors, supervisors and senior managers of the company in 2021
On October 20, 2021, the independent opinion on the use of raised funds to increase capital to wholly-owned subsidiaries and implement raised investment projects was agreed
The independent opinions of the seventh meeting of the first board of directors on the use of some temporarily idle raised funds for cash management were agreed
Independent opinions on using idle self owned funds of the company for cash management
On the use of raised funds to replace pre invested projects and paid issuance expenses
Agree to the independent opinion of raising funds on December 10, 2021
The eighth meeting of the first board of directors agreed on the prior approval of the estimated amount of daily connected transactions in 2022 and the independent opinions on the estimated amount of daily connected transactions in 2022
Independent opinions on the appointment of deputy general manager
The independent opinion on using part of the over raised funds to permanently supplement the working capital is agreed
The independent opinions on changing the implementation place and mode of some investment projects with raised funds were agreed on December 24, 2021
The company and its subsidiaries apply to China Minsheng Banking Corp.Ltd(600016) and other banks for comprehensive credit, which shall be provided by related parties
The 9th meeting of the 1st board of directors
Prior approval of guarantee and related party transactions, independent opinions on the company and its subsidiaries applying to China Minsheng Banking Corp.Ltd(600016) and other banks for comprehensive credit and the related parties providing guarantee and related party transactions
(II) related party transactions
As an independent director of the company, I have made a dialogue with Ms. Liu Yingfei, an independent director, in accordance with relevant regulations
The company made judgments on the necessity and objectivity of related party transactions in 2021, whether the pricing is fair and reasonable, and whether it damages the interests of the company and shareholders, and reviewed them in accordance with relevant procedures. We believe that the related party transactions between the company and related parties are normal business transactions of the company, follow the principles of openness, fairness, fair and reasonable price, and the transaction price is based on the market price, and the pricing is fair and reasonable, There is no situation that damages the interests of the company and other shareholders, complies with the provisions of relevant laws, regulations, normative documents and the articles of association, does not affect the independence of the company, and there is no behavior that damages the interests of the company and shareholders.
(III) use of raised funds
As an independent director of the company, I carefully supervised and inspected the actual use of the raised funds. The company adopts the special account storage system for the raised funds in strict accordance with the raised funds management system, and implements the special fund for special purpose. The company uses 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, uses the temporarily idle raised funds for cash management, uses some over raised funds to permanently supplement the working capital, and changes the implementation location of some raised funds investment projects The independent opinions on the implementation mode and other matters have fulfilled the necessary deliberation procedures, and the raised funds are not used in accordance with the regulations and the relevant information is not disclosed in accordance with the regulations.
(IV) external guarantee and fund occupation
In 2021, the company did not provide any guarantee to any unit or individual (except for Hubei Duorui Pharmaceutical Co., Ltd., a holding subsidiary). There was no damage to the interests of the company and all shareholders, and the company was able to strictly abide by the relevant provisions of relevant laws and regulations. The capital transactions between the company and all related parties are normal production and operation capital transactions, and there is no case that the funds are directly or indirectly provided to the controlling shareholders and other related parties.
3、 On site investigation of the company
In 2021, I made many on-site visits to the company's operation and production sites, focusing on the company's production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors. At the same time, it also keeps close contact with other directors, senior managers and relevant staff of the company, always pays attention to the impact of external environment and market changes on the company, pays attention to the relevant reports of the company by the media and network, timely learns the progress of major matters of the company and grasps the operation dynamics of the company.
After verification, I believe that the company will carry out production and operation in strict accordance with the requirements of the board of directors in 2021, and the management of the company can seriously implement and implement the resolutions formed by the board of directors.
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 nomination committee of the first board of directors of the company, I pay 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 of 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 the convener of the remuneration and assessment committee of the first board of directors of the company, I reviewed and discussed the remuneration and allowances of the company's directors and senior managers during the first board of directors in strict accordance with 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, the working rules of the remuneration and assessment committee of the board of directors, and the remuneration of the company's senior managers during the first board of directors The work performance of senior managers was evaluated and assessed, the remuneration of directors and senior managers was reviewed, and the duties of members of the remuneration and assessment committee were earnestly performed.
As a member of the audit committee of the first session of the board of directors of the company, I actively perform my duties in accordance with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the articles of association, the working rules of the audit committee of the board of directors and other relevant systems. 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 on the renewal of the accounting firm.
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: Qi Fei
March 23, 2022
