Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Report on the work of independent directors in 2021
(independent director: Yu Jian)
Shareholders and shareholder representatives:
I became an independent director of the second board of directors of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as “the company”) after deliberation and approval by the general meeting of shareholders on July 23, 2020, and a member of the audit committee, remuneration and assessment committee and Nomination Committee of the second board of directors of the company after deliberation and approval by the board of directors on July 28, 2020. As an independent director of the second board of directors of the company, I strictly abide by the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of gem listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, normative legal documents and the articles of association Work system for independent directors and other relevant regulations and requirements of the company, faithfully perform the duties of independent directors, be diligent and conscientious, actively attend relevant meetings of the company, carefully consider various proposals of the board of directors, make prudent decisions, express independent opinions on major matters of the company, give full play to the independent and professional role of independent directors, pay full attention to the development of the company and timely understand the production and operation information of the company, Promote the standardized operation of the company and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows: I. number of times and voting at the board of directors and general meeting of shareholders
In 2021, I shall attend the board of directors 10 times, the audit committee 7 times, the remuneration and assessment committee 3 times, the nomination committee 1 time and the general meeting of shareholders 2 times. Actually participated in the board of directors for 10 times, the Audit Committee for 7 times, the remuneration and Assessment Committee for 3 times, the Nomination Committee for 1 time and the general meeting of shareholders for 2 times. I should attend the board of directors and all special committees in 2021. I personally attend the meeting by means of communication and vote without authorization. In my opinion, the convening and convening of the board of directors of the company met the legal requirements, the major business decision-making matters and other major matters fulfilled the legal and effective decision-making procedures, and all proposals did not harm the interests of all shareholders, especially the minority shareholders. Therefore, I did not raise any objection to the proposals of the board of directors and other matters of the company in 2021, and voted in favour, without objection or abstention.
2、 Opinions of independent directors and prior approval opinions
As an independent director of the second board of directors of the company, in 2021, I gave independent opinions and prior approval opinions on the following related matters, as follows:
1. Independent opinions
Date of the meeting type of independent opinions expressed at the session of the meeting
The second board of directors in 2021 1 1. Proposal on acquiring 100% equity of overseas companies. Agreed to the 8th meeting on February 26
1. Proposal on 2020 profit distribution plan;
2. Self evaluation report on internal control of the company in 2020
(b) the proposal submitted by the Secretary General;
3. Proposal on the remuneration scheme of the company’s directors;
4. Proposal on the remuneration scheme of senior managers of the company
Case;
5. On the company’s employment of domestic accountants in 2021
Proposal submitted by the;
6. About the company’s employment of overseas accountants in 2021
Proposal submitted by the;
The second board of directors in 2021 7. Special notes and independent opinions on the consent of the ninth meeting of the company on the occupation of funds and external guarantee of related parties on March 26;
8. Confirmation and daily of related party transactions in 2020
Proposal on estimation of related party transactions;
9. On using some idle self owned funds to purchase property
The proposal of product;
10. Confirmation and of hedging product transactions in 2020
Discussion on the forecast of hedging product trading limit in 2021
Case;
11. Proposal on repurchase and cancellation of some restricted shares;
12. On participating in private equity investment funds and related party transactions
The motion of the.
1. A-share restricted stock incentive plan in 2021
Independent opinions on relevant matters;
The second board of directors in 2021 2. Independent opinions on the company’s 2021 A-share restricted stock incentive plan and the implementation of the assessment management measures agreed at the 12th meeting on June 9;
3. Matters related to repurchase and cancellation of some restricted shares
Independent opinion of.
The second board of directors in 2021 1. About Ningbo Kangjun Zhongyuan equity investment partnership to be invested
At the 13th meeting on July 14, the company (limited partnership) approved the change of partners and related party transactions.
1. On adjusting the incentive plan of A-share restricted stock in 2021
Independent opinions on the grant price;
The second session of the board of directors in 2021. 2. The independent consent on granting restricted shares to incentive objects. See for the 14th Meeting on July 27;
3. About participating in Beijing Junlian Huikang equity investment partnership
(limited partnership) private equity investment funds and related party transactions
Independent opinion.
The second session of the board of directors in 2021 1 1. The special agreement on the occupation of funds and external guarantee of related parties, the statement and independent opinions of the 15th meeting on August 27.
1. Matters concerning capital increase and related party transactions to joint stock companies
Independent opinions of the second board of directors in 2021;
The 16th meeting on October 27 2. Proposal on signing the amended limited partnership agreement of Beijing Junlian Huikang equity investment partnership (limited partnership)
Independent opinion on the case.
1. On restricted stock and stock option incentive in 2019
The first part of the plan is granted, and the second sales restriction period is lifted
The independent meaning that the restricted conditions are met but the shares are not listed temporarily
See;
The second session of the board of directors in 2021. 2. Independent consent on repurchase and cancellation of some restricted shares. See at the 17th meeting on December 21;
3. On the shareholding subject controlled by the actual controller of the company
Independent opinions on changing some voluntary commitments;
4. Notice on employing the company’s internal control audit institution in 2021
Independent opinion.
2. Giving prior approval opinions
Meeting date type of matters and opinions approved in advance of the meeting session
1. On the company’s employment of domestic accountants in 2021
Prior approval opinions of the Institute;
February 2021: about the company’s employment of overseas accountants in 2021
Prior approval opinions of the second board of directors on March 26; Agree to the 9th meeting 3. Confirmation and daily of daily connected transactions in 2020
Pre approval opinions on the prediction of related party transactions;
4. On participating in private equity investment funds and related party transactions
Prior approval opinions on matters.
The second board of directors in 2021 1. About Ningbo Kangjun Zhongyuan equity investment partnership to be invested
On July 14, the 13th meeting of the company (limited partnership) approved the change of partners and related party transactions in advance.
The second board of directors in 2021 1 1. About participating in Beijing Junlian Huikang equity investment partnership
On July 27, the 14th meeting (limited partnership) private equity investment fund and related party transactions agreed in advance.
1. Capital increase and related party transactions
Prior approval opinions of the second board of directors in 2021;
The 16th meeting on October 27 2. Proposal on signing the amended limited partnership agreement of Beijing Junlian Huikang equity investment partnership (limited partnership)
Prior approval of the case.
The second session of the board of directors in 2021 1 1. The company agreed to employ the internal control audit institution in 2021 and the approval opinions before the 17th meeting on December 21.
3、 Performance of professional committees
As a member and convener of the audit committee, I actively perform my duties and actively participate in the meetings of the audit committee in strict accordance with the working system of independent directors and the working rules of the audit committee. I pay attention to the company’s financial situation, internal control and its implementation, regularly understand the use of raised funds, and supervise the internal audit. The audit committee held 7 meetings in 2021, and I attended all relevant meetings.
As a member of the remuneration and appraisal committee, I pay close attention to the scope of work and main responsibilities of the company’s senior managers in strict accordance with the working system of independent directors and the working rules of the remuneration and appraisal committee, and supervise the formulation and implementation of the company’s remuneration system and performance appraisal system. In 2021, the salary and assessment committee held 3 meetings, and I attended relevant meetings.
As a member of the nomination committee, I actively participated in the meetings of the nomination committee in strict accordance with the provisions of the working system of independent directors, the working rules of the nomination committee of the board of directors and other relevant systems, and fully examined the performance and qualification of the company’s management, so as to safeguard the interests of the company and shareholders. In 2021, the nomination committee held one meeting, and I attended relevant meetings.
4、 Work done in protecting the legitimate rights and interests of investors
1. I actively and effectively perform the duties of independent directors, pay attention to the construction and implementation of the company’s operating conditions, financial management and internal control systems, and timely understand the company’s operating conditions and possible operating risks,
