Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
2021 annual report of independent directors
As an independent director of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the rules for independent directors of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as “the articles of association”) In accordance with the relevant provisions of the working system for independent non-executive directors of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company, perform their duties in good faith, diligently and independently, timely, comprehensively and deeply understand the operation of the company, personally attend the meetings of the board of directors and various special committees, carefully consider various proposals, express independent and objective opinions, and promote the standardized operation of the board of directors and the improvement of corporate governance, Earnestly safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
On May 15, 2020, the 2019 annual general meeting of shareholders of the company elected Mr. Wei Shaokun, Ms. Xin Zhu, Mr. GUI Shuifa and Mr. Liu Jianzhong as independent directors of the second board of directors of the company. The basic information of the company’s independent directors is as follows:
Wei Shaokun, male, now an independent non-executive director of the company, born in 1963, resident in Hong Kong, China, with a master of business administration; From 1987 to 1990, he was an analyst at themacgroup, Inc; From 1992 to 1994, he was a financial analyst of postalbuddy Corporation in the United States; From 1994 to 2002, he successively served as assistant manager, manager, deputy director and director of Corporate Finance Department of Jardine Fleming Holdings Limited (now part of JPMorgan Chase & Co.) and vice president of M & a department of JPMorgan securities (Asia Pacific) Limited; From 2004 to 2015, he served as the executive director and managing director of the global health industry group of the investment banking department of ubsag (Hong Kong) and the head of Asia; From February 2018 to January 2020, he served as senior consultant of ubsag Hongkong branch; From 2016 to 2019, he served as an independent non-executive director of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd; Since 2019, he has served as an independent non-executive director of the company.
Xin Zhu, female, is currently an independent non-executive director of the company. Born in 1968, she is a resident of Hong Kong, China, has permanent residency in New Zealand and has a master of business administration; From 2001 to 2005, served as the chief financial officer of Shenzhen Jinwei beer group; From 2005 to 2006, he served as the deputy general manager of the Finance Department of Guangdong holding group; From 2006 to 2008, he served as vice president of Guangdong Hesheng innovation and Exhibition Group; From 2008 to 2015, he served as executive director and executive vice president of China Olympic Park Group; From 2015 to 2017, he served as executive vice president of Yihe real estate group; Since 2019, he has served as an independent non-executive director of the company.
GUI Shuifa, male, now an independent non-executive director, born in 1965, Chinese nationality, without permanent residency abroad, Bachelor of economics; From 1989 to 1993, he served as a section member of Shanghai University of Finance and economics; From 1994 to 2001, he served as the director of Shanghai Stock Exchange; From 2001 to 2011, he served as secretary of Orient Securities Company Limited(600958) board of directors and deputy general manager; From 2004 to 2012, he served as the chairman of huitianfu Fund Management Co., Ltd; From 2012 to 2017, he served as president of Lecheng Group Co., Ltd; From 2017 to 2018, served as deputy general manager of Zhengtong Co., Ltd; From 2018 to now, he has served as Ucloud Technology Co.Ltd(688158) director, chief financial officer and Secretary of the board of directors; Since 2019, he has served as an independent non-executive director of the company.
Liu Jianzhong, male, now an independent non-executive director, born in 1964, Chinese nationality, without overseas permanent residency, master of Health Sciences; From 1989 to 2003, he served as the director of disease control department of AQSIQ; From 2003 to 2011, he served as director of Sanofi Pasteur Scientific Affairs Department; Since 2012, he has served as vice president of Yingu Holding Group Co., Ltd; Since 2016, he has served as the director and manager of Zhongyi (Beijing) Health Research Institute; Since 2019, he has served as an independent non-executive director of the company.
2、 Annual performance report of independent directors
During the reporting period, we gave full play to our respective professional roles in a diligent and responsible manner based on the principle of prudence and objectivity. Before the meeting of the board of directors and each special committee is held, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting, and ask the company if necessary, so that the company can actively cooperate and respond in a timely manner. During the meeting, we fully discussed with other directors on the matters under consideration, put forward reasonable suggestions to the company with our accumulated professional knowledge and practice experience, and expressed relevant opinions according to the scope of responsibilities of independent directors and special committees, actively promoted the objectivity and scientificity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders. During the reporting period, we voted in favor of all the proposals of the board of directors in 2021, and all the proposals considered by the board of directors in 2021 were voted and passed.
(I) attendance and voting results
During the reporting period, the company held 4 general meetings and 8 board meetings. The convening of the general meeting of shareholders and the board of directors of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. As independent directors of the company, we attended and carefully reviewed the above-mentioned meeting materials provided by the company, understood the operation of the company, put forward constructive opinions or suggestions based on the responsibilities of independent directors, voted in favour of all proposals without objection or waiver, and issued independent opinions for 7 times, giving full play to the guiding and supervisory role of independent directors and earnestly performing the responsibilities of independent directors.
During the reporting period, the company held 4 audit committee meetings, 1 Nomination Committee and 3 remuneration and assessment committees. We believe that the convening of the meeting is in line with legal procedures, the decisions on relevant matters have fulfilled the necessary approval procedures and disclosure obligations, and comply with the provisions of laws, regulations and the articles of association. We all attended the relevant meetings in person without being absent for no reason. We carefully reviewed the relevant proposals and earnestly fulfilled the responsibility and obligation of independent publicity.
During the reporting period, our participation in the general meeting of shareholders, the board of directors and various special committees was as follows:
Independent directors’ general meeting, audit committee of the board of directors, nomination committee, remuneration and assessment committee
Wei Shaokun 4 / 4 8 / 8 4 / 4 1 / 1 not applicable
Xinzhu 4 / 4 8 / 8 4 / 4 not applicable 3 / 3
GUI Shuifa 4 / 4 8 / 8 4 / 4 1 / 1 3 / 3
Liu Jianzhong 4 / 4 8 / 8 not applicable 1 / 1 3 / 3
(II) cooperation of the company
During the reporting period, we learned about the company’s operation, financial management, R & D and commercialization progress and internal control; We focus on strengthening close contact with directors, senior managers and relevant staff of the company, so as to obtain the progress of major matters of the company in time.
In addition, we always pay attention to the impact of external environment and market changes on the company, pay attention to media reports and public opinion, timely grasp the company’s dynamics and put forward normative opinions and suggestions to the company. At the same time, the company actively cooperates with the work of independent directors, fully ensures the right to know of independent directors, and provides convenient conditions for our independent work.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the deliberation procedures of the company’s related party transactions complied with the provisions of relevant laws, regulations, normative documents and the articles of association. The pricing of related party transactions was fair, the related party transactions met the actual needs of the company and did not harm the interests of the company and minority shareholders.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and no non operating fund occupation between the company and related parties was found.
(III) use of raised funds
The deposit and use of funds raised by listed companies on the Shanghai Stock Exchange – Guidelines on the supervision and management of listed companies during the period, No. 2 Provisions of laws and regulations such as self regulatory guidelines No. 1 – standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange and system documents such as management system for raised funds of Cansino Biologics Inc(688185) biological companies; The company has made special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with the information disclosed by the company. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of using the raised funds in violation of regulations.
(IV) nomination and remuneration of senior managers
During the reporting period, we reviewed the nomination of senior managers of the company and found that the appointed candidates met the employment conditions stipulated in relevant laws, regulations and the articles of association, and there was no legal situation that was not suitable for serving as senior managers of the company. After reviewing the resumes of the above personnel, we believe that they have the professional ability and experience to perform their duties. We have reviewed the remuneration schemes for senior managers in 2021 and 2022, and we believe that the scheme is in line with the current market level and the actual situation of the company and relevant regulations.
(V) performance forecast and performance express
During the reporting period, the company fulfilled the disclosure obligations of performance forecast and performance express in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
(VI) appointment of accounting firms
After the deliberation and approval of the company’s 2020 annual general meeting of shareholders, the company hired Deloitte Huayong Certified Public Accountants (special general partnership) as the domestic audit institution and internal control audit institution in 2021, and hired Deloitte guanhuang Chenfang as the overseas audit institution in 2021. The appointment procedures of the accounting office comply with the provisions of laws, regulations, normative documents and the articles of association.
(VII) cash dividends and other investor returns
During the reporting period, the company did not carry out cash dividends and other investor returns.
(VIII) equity incentive
In 2021, the company implemented the 2021 restricted stock incentive plan and granted it in accordance with relevant regulations. The company’s implementation of the restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for the company’s employees. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. (IX) performance of commitments of the company and shareholders
During the reporting period, the company and shareholders strictly fulfilled all commitments, and there was no violation of commitments. (x) implementation of information disclosure
In 2021, the company conscientiously fulfilled the obligation of information disclosure in strict accordance with the requirements of the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the Securities Listing Rules of the stock exchange of Hong Kong limited, so as to ensure that the disclosed information is true, accurate and complete without any false records, misleading statements or major omissions.
（11） Implementation of internal control
In 2021, the company carried out in-depth internal control work, actively promoted the construction of internal control system and promoted the effective implementation of the company’s internal control activities in accordance with the requirements of the company law, the basic norms of enterprise internal control and other relevant laws and regulations.
（12） Operation of the board of directors and its subordinate special committees
During his tenure in 2021, the company held 8 meetings of the board of directors and 8 meetings of special committees. The convening, convening procedures, proposal matters and implementation of resolutions of the board of directors and its subordinate special committees all met the requirements of the company law, the articles of association and other rules and regulations. We believe that the operation procedures of the company’s board of directors and its subordinate committees are legal, compliant and effective.
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we followed the principles of objectivity, impartiality, independence and integrity and the attitude of being responsible to all shareholders, especially small and medium-sized shareholders. We performed the duties of independent directors, participated in the decision-making of major matters of the company, gave full play to the role of independent directors, provided constructive opinions to the board of directors, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
In 2022, we will continue to earnestly perform the duties of independent directors, strengthen the awareness of protecting public shareholders and protect the legitimate rights and interests of small and medium-sized investors in strict accordance with the provisions and requirements of laws and regulations, normative documents, articles of association and other internal rules and regulations, Combined with its own professional knowledge and work experience, it puts forward reasonable suggestions for the standardized operation and development of the company, so as to safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
It is hereby reported.
Independent directors: Wei Shaokun, Xin Zhu, GUI Shuifa, Liu Jianzhong March 25, 2022
