Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Report on the work of independent directors in 2021
(independent director: Zeng kunhong)
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 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 Relevant laws, regulations and normative legal documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, as well as the relevant provisions and requirements of the company such as the articles of association and the working system of independent directors, 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, and 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, timely understand the production and operation information of the company, promote the standardized operation of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Number of attendance and voting at the board of directors and shareholders’ meeting in 2021
In 2021, the company held 10 meetings of the board of directors and 2 general meetings of shareholders. I personally attended and voted for 10 meetings of the board of directors by means of communication, and all voted in favour; Attend two general meetings of shareholders by means of communication.
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. Expression of 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. Discussion on the plan for profit distribution in 2020
Proposal of the second board of directors in 2021; Agree to the 9th meeting on March 26. 2. Self assessment on the company’s internal control in 2020
Proposal on price report;
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 of the firm;
6. On the company’s employment of overseas accountants in 2021
Proposal of the firm;
7. Regulations on fund occupation and external guarantee of related parties of the company
Special instructions and independent opinions;
8. Confirmation and of daily connected transactions in 2020
Proposal on the prediction of daily connected transactions;
9. On using some idle self owned funds to purchase financial management
Product proposal;
10. Regulations on hedging product transactions in 2020
Recognition and trading quota of hedging products in 2021
Expected proposal;
11. Proposal on repurchase and cancellation of some restricted shares
Case;
12. On participating in private equity investment funds and related party transactions
Yi’s proposal.
1. Incentive plan for A-share restricted stock in 2021
Independent opinions on relevant matters;
The second board of directors in 2021 2. Independent opinions on the implementation of assessment management measures for the incentive plan of the 12th meeting of the company on June 9;
3. Matters related to repurchase and cancellation of some restricted shares
Independent opinion on item.
The second board of directors in 2021 1. About Ningbo kangjunzhongyuan equity investment to be invested
At the 13th meeting on July 14, the proposal on the change of partnership (limited partnership) partners and the consent of related party transactions was adopted.
1. On adjustment of A-share restricted stock in 2021
Independent opinions on the award price of incentive plan;
The second session of the board of directors in 2021 2. The independent decision on granting restricted shares to incentive objects
Opinions made at the 14th Meeting on July 27; Consent 3. About participating in Beijing Junlian Huikang equity investment partnership
Private equity investment fund of enterprise (limited partnership)
Independent opinions on joint venture transactions.
The second session of the board of directors in 2021 1 1. Special notes and independent opinions on the occupation of funds and external guarantee of related parties agreed to the 15th meeting on August 27.
1. About capital increase and related party transactions of joint stock companies
Independent opinions of the second board of directors in 2021;
The 16th meeting on October 27 2. On signing the revised Beijing Junlian Huikang equity investment partnership (limited partnership) limited partnership agreement
Independent opinions on the proposed motion.
1. On restricted shares and stock options in 2019
The incentive plan is granted for the first time, and the sales restriction is lifted for the second time
If the conditions for lifting the restrictions on sales are fulfilled in the current period, but the shares are not listed temporarily
Independent opinion;
The second session of the board of directors in 2021 2. Independent report on repurchase and cancellation of some restricted shares
Opinions of the 17th meeting on December 21; agree
3. On the shareholding subject controlled by the actual controller of the company
Independent intention to change some voluntary commitments
See;
4. About hiring the company’s internal control audit machine in 2021
Independent opinion of the organization.
2. Publication of 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 firm;
2. On the company’s employment of overseas accountants in 2021
Prior approval opinions of the second board of directors in 2021; Agree to the 9th meeting on March 26. 3. Confirmation and of daily connected transactions in 2020
Pre approval opinions of daily connected transactions;
4. On participating in private equity investment funds and related party transactions
Prior approval opinions on easy matters.
On the equity investment of Ningbo kangjunzhongyuan to be invested at the 1st meeting of the second board of directors in 2021
On July 14, the 13th meeting held the “opinions on prior approval of changes in partners and related party transactions of partnership (limited partnership)”.
On the 1st of the second board of directors in 2021, about participating in Beijing Junlian Huikang equity investment partnership
On July 27, the 14th meeting was held on the “opinions on the prior approval of private equity investment funds and related party transactions of enterprises (limited partnerships)”.
1. About capital increase and related party transactions of joint stock companies
Prior approval opinions of item of the second board of directors in 2021;
The 16th meeting on October 27 2. On signing the revised Beijing Junlian Huikang equity investment partnership (limited partnership) limited partnership agreement
Prior approval of the proposed motion.
The first of the second session of the board of directors in 2021, the pre approval opinion on the company’s agreement to hire the internal control audit institution in 2021 at 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, timely learn the progress of major matters of the company, master the operation and operation dynamics of the company, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and earnestly safeguard the legitimate rights and interests of the company and shareholders.
4、 Performance of professional committees
I am a member of the audit committee, remuneration and assessment committee and Nomination Committee of the second board of directors of the company.
As a member of the audit committee of the second session of the board of directors, I actively performed my duties and actively participated 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. The audit committee of the second session of the board of directors held 7 meetings in 2021, and I participated in relevant meetings. 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.
As a member of the remuneration and appraisal committee of the second board of directors, I pay close attention to the scope of work and main responsibilities of the company’s senior managers, and supervise the formulation and implementation of the company’s remuneration system and performance appraisal system in strict accordance with the working system of independent directors and the working rules of the remuneration and appraisal committee. In 2021, the remuneration and assessment committee of the second board of directors held 3 meetings, and I attended relevant meetings. I am a member of the nomination committee of the second board of directors and the second member of the company in 2021
