Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Report on the work of independent directors in 2021
(independent director: Dai Lixin)
Shareholders and shareholder representatives:
As 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”), I am also a member of the strategy committee of the second board of directors of the company. Since performing his duties, he has performed his duties diligently, faithfully and conscientiously in strict accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the articles of association, the rules of procedure of the board of directors and the working system of independent non-executive directors, and actively attended the general meeting of shareholders and the board of directors of the company, Carefully deliberated various proposals of the board of directors, expressed independent opinions on relevant matters of the company, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Performance of daily duties
During my tenure in 2021, with a diligent and responsible attitude, I actively participated in the board of directors held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various proposals and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors.
During the term of office in 2021, the company held 10 board meetings. I personally attended 10 board meetings without absence. After carefully reviewing the contents of various proposals at the meeting, I did not find that the proposals considered by the board of directors harmed the interests of the company and all shareholders. Therefore, I voted for the board of directors meeting in 2021 without objection or abstention.
In 2021, the company held 2 meetings of the strategy committee, and I personally attended 2 meetings as a member of the strategy committee. I voted in favor of the strategy committee meeting in 2021, without objection or abstention.
2、 Independent opinions and prior approval opinions
As an independent director of the company, I gave independent opinions and prior approval opinions on the following related matters in 2021, 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. Proposal on the company’s self-evaluation report on internal control in 2020;
3. Proposal on the remuneration scheme of the company’s directors;
4. Proposal on the remuneration scheme of senior managers of the company;
5. Proposal on the company’s employment of domestic accounting firms in 2021;
6. Proposal on the company’s employment of overseas accounting firms in 2021;
The second session of the board of directors in 2021 7. Special instructions and suggestions on the occupation of funds and external guarantee of related parties of the company
Independent opinions of the 9th meeting on March 26; 8. About the confirmation of daily connected transactions and daily connected transactions in 2020
Proposal of the plan;
9. Proposal on using some idle self owned funds to purchase financial products;
10. On the confirmation of hedging product transactions in 2020 and in 2021
Proposal on the estimation of the transaction amount of hedging products;
11. Proposal on repurchase and cancellation of some restricted shares;
12. Proposal on participating in private equity investment funds and related party transactions.
1. Independent notice on matters related to 2021 A-share restricted stock incentive plan
Legislative opinions;
The second board of directors in 2021 2. Independent opinions on the implementation and assessment of the company’s A-share restricted stock incentive plan in 2021 and the management measures of the 12th meeting on June 9;
3. Independent opinions on matters related to repurchase and cancellation of some restricted shares
See.
The second board of directors in 2021 1 1. Proposal on partner change and related party transaction of Ningbo Kangjun Zhongyuan equity investment partnership (limited agreed to the 13th meeting on July 14).
1. On adjusting the grant price of A-share restricted stock incentive plan in 2021
Independent opinions of the second board of directors in 2021;
The 14th Meeting on July 27 2. Independent opinions on granting restricted shares to incentive objects; Consent 3. About participating in Beijing Junlian Huikang equity investment partnership (limited partnership)
Independent opinions on private equity investment funds and related party transactions.
The second session of the board of directors in 2021 1 1. Special statement on the occupation of funds and external guarantee of related parties and the opinions of the 15th meeting on August 27.
1. Independent opinions on capital increase and related party transactions of joint stock companies
The second board meeting in 2021; The 16th Beijing Huikang equity investment meeting on October 27th agreed
Opinion of limited partnership.
1. On the first grant of restricted stock and stock option incentive plan in 2019
In 2021, the second session of the board of directors gave part of the second period for lifting the restrictions on sales, and the conditions for lifting the restrictions on sales were met, but the shares temporarily agreed to the independent opinion of not listing at the 17th meeting on December 21;
2. Independent opinions on repurchase and cancellation of some restricted shares;
3. On the part to be changed of the shareholding subject controlled by the actual controller of the company
Independent opinions on voluntary commitments;
4. Independent opinions on employing the company’s internal control audit institution in 2021.
2. Giving prior approval opinions
Meeting date type of matters and opinions approved in advance of the meeting session
1. Prior confirmation on the company’s employment of domestic accounting firms in 2021
(b) acceptable opinions;
February 2021. Prior confirmation on the company’s employment of overseas accounting firms in 2021
On March 26, the second session of the board of directors approved opinions; Agree to the 9th meeting 3. Confirmation of daily related party transactions and forecast of daily related party transactions in 2020
Prior approval of the plan;
4. Prior confirmation on participation in private equity investment funds and related party transactions
May be consulted.
The second session of the board of directors in 2021: 1. Opinions on prior approval of partner change and related party transactions of Ningbo Kangjun Zhongyuan equity investment partnership (limited partnership agreed to the 13th meeting on July 14).
The second session of the board of directors in 2021 1 1. Opinions on the prior approval of Beijing Junlian Huikang equity investment partnership (limited partnership) on the consent of private equity investment funds and related party transactions at the 14th Meeting on July 27.
1. Prior approval on capital increase and related party transactions of joint stock companies
Opinions of the second board of directors in 2021; Agree to the 16th meeting on October 27. 2. On signing the revised Beijing Junlian Huikang equity investment partnership (if any)
(limited partnership) prior approval opinions on the proposal of limited partnership agreement.
The second session of the board of directors in 2021 1. 1. The company’s prior approval of hiring an internal control audit institution in 2021. See the 17th meeting on December 21.
3、 Investigation of the company
In 2021, I communicated with other directors and senior managers of the company by telephone and e-mail
Keep close contact with relevant staff and regularly understand the production and operation status and financial status of the company. In addition, I always pay attention to the impact of external environment and market changes on the company, and timely learn about the progress of major matters of the company
The company has grasped the operation and operation dynamics of the company, actively and effectively performed the duties of independent directors and promoted
The scientific and objective decision-making of the board of directors has effectively safeguarded the legitimate rights and interests of the company and shareholders.
4、 Work done in protecting the rights and interests of investors
Supervise the corporate governance structure and operation management: maintain timely communication with the management and have an in-depth understanding of the company
Improvement and implementation of the company’s production and operation, internal control and other systems, resolutions of the board of directors and resolutions of the general meeting of shareholders
To pay attention to the company’s daily operation and governance, fully express their opinions at the board meeting, and actively and effectively perform the duties of independent directors. Actively use my expertise in the company’s business to make suggestions for the development of the company.
Strengthen self-study, especially deepen the understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders. Through learning, continuously improve their ability to perform their duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and earnestly perform the responsibility of protecting the rights and interests of the company and investors.
5、 Training participation
During my tenure in 2021, I continued to pay attention to the updating of laws, regulations and various rules and regulations, and actively studied to deepen my understanding and understanding of relevant laws and regulations. In addition, I actively participate in the training in the mainland and Hong Kong markets, constantly improve my ability to perform my duties, and objectively and fairly protect the legitimate rights and interests of investors.
6、 Other working conditions
1. There is no proposal to convene the board of directors and shareholders’ meeting;
2. There is no proposal to replace or dismiss the accounting firm;
3. There is no independent external audit agency and consulting agency.
4. Through self-examination, I still meet the relevant provisions on the independence of independent directors, and the statements and commitments have not changed.
7、 Contact information
Name: Dai Lixin
mail box: [email protected].
The above is my report on my performance of duties in 2021. In 2022, I will, as always, follow the principles of diligence, integrity and prudence, in accordance with laws and regulations and the articles of association
