Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Report on the work of independent directors in 2021
(independent director: Chen Guoqin)
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 non-executive 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 board meetings, 7 audit committees, 3 remuneration and assessment committees and 1 Nomination Committee. I personally participated in the meeting and voted by means of communication at all the board of directors and special committees of the board of directors in 2021. If there is no entrusted voting, I vote in favour.
In 2021, the company held two general meetings of shareholders, and I attended the general meeting of shareholders of the company twice by means of communication: (1) the 2020 annual general meeting of shareholders held on May 28, 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021; (2) The first extraordinary general meeting in 2021, the second A-share general meeting in 2021 and the second H-share general meeting in 2021 held on July 12, 2021.
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
The proposal of the;
3. Proposal on the remuneration scheme of the company’s directors;
4. Proposal on the remuneration scheme of senior managers of the company;
5. On the company’s employment of domestic accounting firms in 2021
The proposal of the;
6. About the company’s employment of overseas accounting firms in 2021
The proposal of the;
The second session of the board of directors in 2021 7. Special report on fund occupation and external guarantee of related parties of the company
Notes and independent opinions at the 9th meeting on March 26; 8. Confirmation and daily closing of daily connected transactions in 2020
Proposal on joint venture transaction forecast;
9. On using some idle self owned funds to purchase financial products
The proposal of the;
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
Motion.
1. Relevant regulations on 2021 A-share restricted stock incentive plan
Independent opinions on matters;
The second board of directors in 2021 2. Independent opinions on the company’s 2021 A-share restricted stock incentive plan agreeing to implement the assessment management measures at the 12th meeting on June 9;
3. Notice on matters related to repurchase and cancellation of some restricted shares
Independent opinion.
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 opinion on the award price;
The second session of the board of directors in 2021 2. Independent decision on granting restricted shares to incentive objects
The fourteenth meeting, on 27 July; Consent 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. Notice on 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. Proposal on signing the amended limited partnership agreement of Beijing Junlian Huikang equity investment and consent partnership (limited partnership)
Independent opinion of.
1. Incentive plan for restricted shares and stock options in 2019
Transfer the first grant part to the second period of lifting the restrictions on sales, and lift the restrictions on sales
Independent opinions that the conditions are met but the shares are not listed temporarily;
The second session of the board of directors in 2021 2. Independent opinions on repurchase and cancellation of some restricted shares
At the 17th meeting, on 21 December, see; Agree 3. On the proposed change of the shareholding subject controlled by the actual controller of the company
Independent opinions on more voluntary commitments;
4. Independent report on hiring the company’s internal control audit institution in 2021
Legislative opinions.
2. Express 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 accounting firms in 2021
Prior approval opinions of;
February 2021: about the company’s employment of overseas accounting firms in 2021
Prior approval opinions of the second board of directors on March 26; Agree to the 9th meeting 3. Confirmation and daily closing of daily connected transactions in 2020
Pre approval opinions of the joint venture transaction;
4. About participating in private equity investment funds and related party transactions
Prior approval opinion of item.
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 enterprise (limited partnership) agreed on the change of partners and related party transactions and the opinions on prior approval.
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) approved opinions in advance on private equity investment funds and related party transactions.
1. Notice on capital increase and related party transactions of joint stock companies
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 and consent partnership (limited partnership)
Prior approval opinions of.
The second session of the board of directors in 2021 1. The prior consent of the company to employ the internal control audit institution in 2021 and the approval opinion of the 17th meeting on December 21.
3、 Performance of professional committees
1. My attendance and voting on the audit committee
As a member of the audit committee, I actively perform my duties and 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. In 2021, the audit committee held 7 meetings in total. I personally attended and voted by means of communication. If there was no entrusted voting, I voted in favour.
2. The number of times I attended the remuneration and appraisal committee and the voting situation
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 remuneration and assessment committee held three meetings. I personally participated in the meeting and voted by means of communication. If there was no entrusted voting, I voted in favour.
3. My attendance and voting at the nomination committee
As a member of the nomination committee, the nomination committee held one meeting in 2021. I personally participated in the meeting by means of communication and voted in favour of the proposal without authorization.
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, timely understand the company’s operating conditions and possible operating risks together with other directors, exercise the voting power independently, objectively and fairly, and maintain independence in my work, so as to safeguard the company and all shareholders
