Chongqing Lummy Pharmaceutical Co.Ltd(300006)
Report on the work of independent directors in 2021
Chen Xujiang
As an independent director of Chongqing Lummy Pharmaceutical Co.Ltd(300006) (hereinafter referred to as “the company”), during my term of office in 2021, I strictly followed the company law, securities law, rules for independent directors of listed companies, No. 2 guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange – standardized operation of companies listed on GEM, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and other laws and regulations Perform duties honestly, diligently and independently in accordance with the provisions and requirements of normative documents, the articles of association and the company’s working system for independent directors. On the one hand, actively attend relevant meetings, carefully review various proposals of the board of directors, express independent opinions on major matters of the company, and actively safeguard the legitimate rights and interests of listed companies and public shareholders; On the other hand, give full play to the professional advantages and supervisory role of independent directors and special committees of the board of directors, and actively put forward opinions and suggestions on the standardized operation, audit and internal control, salary incentive and other work of the company. The performance of duties during the term of office in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, the company held 3 general meetings of shareholders and 12 meetings of the board of directors. My attendance at the meetings of the board of directors and the general meeting of shareholders is as follows:
Attendance at board meetings
The specific position of the director shall attend the site and entrust him to attend the meeting by means of communication. Whether he has been absent for two consecutive times without name, number of times of attendance, number of times of attendance and number of times of attending the meeting in person
Chen Xujiang independent director 12 4 8 0 0 no
Attendance at the general meeting of shareholders
Name and specific position of directors number of attendance on site
Chen Xujiang independent director 3 2
This year, I carefully considered the proposals submitted to the board of directors and the general meeting of shareholders, maintained full communication with the management of the company, put forward many reasonable suggestions, and exercised the voting right with a cautious attitude. I believe that the convening of the general meeting of shareholders and the meeting of the board of directors of the company complies with the legal procedures, and the relevant approval procedures have been performed for major business matters, which is legal and effective, Therefore, they voted in favor of all proposals and other matters of the board of directors of the company in 2021, and there were no objections, objections or waivers.
2、 Independent opinions on major issues of the company
During my tenure as an independent director of the company in 2021, I expressed independent opinions on the following major issues of the company:
No. date of meeting name of meeting independent opinions
1 on January 7, 2021, the 10th meeting of the 5th board of directors on signing the loan extension contract with Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) and the related transaction.
2. On January 15, 2021, the 11th meeting of the 5th board of directors on the transfer of equity of Chongqing laimeishu traditional Chinese medicine decoction pieces Co., Ltd. and Chongqing Laimei Health Industry Co., Ltd.
1. Matters concerning the transfer of equity of Sichuan Hezheng Pharmaceutical Co., Ltd;
3. The 12th session of the 5th board of directors on February 5, 2021 on signing the contract operation agreement;
Meeting 3. Matters concerning the transfer of equity of associated enterprises;
4. About the transfer of part of the equity and equity incentive of the subsidiary.
4. On March 10, 2021, the 13th session of the 5th board of directors on the investment and establishment of a joint venture.
Meeting
1. The company’s controlling shareholders and other related parties occupied the company’s funds in 2020;
2. External guarantee of the company in 2020;
3. Related party transactions of the company in 2020;
4. 2020 annual salary performance appraisal of directors, supervisors and senior managers of the company;
5. In 2020, the transfer of development expenditure to expense, provision for asset impairment and write off of assets were recognized;
5. On March 29, 2021, the 14th of the 5th board of directors 6. Renew the appointment of accounting firm;
7. 2020 profit distribution plan;
8. Submit to the general meeting of shareholders to authorize the board of directors to approve the guarantee for subsidiaries;
9. 2020 internal control evaluation report;
10. It is proposed to purchase the liability insurance of directors, supervisors and senior managers;
11. Shareholder dividend return planning for the next three years (20212023);
12. Participate in the investment and establishment of Chongqing bilingxing medical intellectual property fund partnership (limited partnership).
6. Accounting policy changes at the 15th session of the 5th board of directors on April 22, 2021.
Meeting
7. On April 28, 2021, the 16th session of the 5th board of directors proposed to publicly list and transfer the property share of Luzhou jiuze equity investment center (limited partnership in several meetings).
8. On November 15, 2021, the 19th session of the 5th board of directors, Chengdu Jinxing Health Pharmaceutical Co., Ltd. plans to accept the capital increase and the company meeting, and the company waives the priority to subscribe for the capital contribution.
9. On December 14, 2021, the 20th meeting of the Fifth Board of directors nominated Mr. Liang Jiansheng as the candidate for director of the non independent meeting of the Fifth Board of directors of the company.
1. Elect the chairman of the company and change the legal representative;
10. On December 30, 2021, the 20th meeting of the Fifth Board of directors 2. Supplement and adjust the members of the first meeting of special committee under the Fifth Board of directors;
3. Appoint the general counsel of the company.
During my tenure in 2021, as an independent director, I expressed independent opinions on major matters of the company and gave full play to the professional advantages of independent directors. I believe that the major matters considered by the company in 2021 are in line with the provisions of the company law, securities law and other relevant laws and regulations and the articles of association, reflecting the principles of openness, fairness and impartiality. The procedures for the company to consider and vote on major matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Performance of professional committees
The board of directors of the company has established four special committees: Audit Committee, nomination committee, salary and assessment committee and Strategy Committee. In 2021, in accordance with the relevant requirements of the implementation rules of the special committee, each professional committee reviewed the company’s investment and establishment of joint ventures, periodic reports, nomination of candidates for non independent directors, salary assessment and other major issues, and put forward the opinions of the professional committee to the board of directors after reaching opinions.
4、 On site investigation of the company
I made an on-site visit to the company to understand the production and operation, internal control and financial status of the company; Keep close contact with other directors, senior executives and relevant staff of the company, timely learn the progress of major matters of the company, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
5、 Other work done in protecting the rights and interests of investors
(I) continue to pay attention to the company’s information disclosure, so that the company can complete the information disclosure truly, accurately, completely, timely and fairly in strict accordance with the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system.
(II) during the reporting period, through maintaining smooth communication with the members of the board of directors, the Secretary of the board of directors, the management and other staff, carefully listen to the relevant reports of the company, and timely understand the daily business status and possible business risks of the company. By deliberating on major issues affecting the interests of small and medium-sized investors and expressing independent opinions, we will focus on strengthening the protection of the interests of investors, especially small and medium-sized investors, and effectively safeguard the legitimate rights and interests of shareholders.
(III) in 2021, as the chairman of the audit committee of the board of directors and a member of the strategy committee, remuneration and assessment committee and Nomination Committee, I earnestly performed the duties of independent directors, standardized the operation of the company and improved internal control.
6、 Training and learning
Since I became an independent director, I have always focused on learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders. I have actively participated in the relevant training organized by the company in various ways, more comprehensively understood the management systems of listed companies, and continuously improved my ability to perform my duties, Form the ideology of consciously protecting the shareholders’ rights and interests of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
7、 Other working conditions
(I) there is no proposal to convene the board of directors;
(II) there is no independent engagement of external audit institutions and consulting institutions;
(III) through self-examination, I still meet the relevant provisions on the independence of independent directors, and the statements and commitments have not changed.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. In 2022, I will continue to be diligent and conscientious, make use of my professional knowledge and experience to provide more constructive suggestions for the development of the company and provide reference for the scientific decision-making of the board of directors. I also sincerely hope that under the leadership of the board of directors, the company will operate steadily and standardize its operation, continuously enhance its profitability and make the company develop continuously, stably and healthily.
Independent director: Chen Xujiang March 24, 2022
