Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
Report on work report of independent directors in 2021
As an independent director of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. (hereinafter referred to as “the company” or “the company”), during the term of office, we can strictly comply with the company law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the governance standards of listed companies, the rules for independent directors of listed companies and other legal provisions, normative documents and the articles of association The working system of independent non-executive directors of the company and other relevant regulations and requirements have faithfully, diligently and conscientiously performed the duties of independent directors, and effectively safeguarded the legitimate rights and interests of the company and all shareholders, especially minority shareholders. Our performance report in 2021 is as follows:
1、 Basic information of independent directors
As of December 31, 2021, the company has 3 independent directors. During the reporting period, Mr. Ma Guoqiang, an independent director, proposed to the board of directors of the company to resign from his position as an independent director of the third session of the board of directors and the corresponding position of the special committee under the board of directors due to physical reasons. After the nomination committee of the board of directors carefully reviewed the qualification and performance ability of the independent director candidate to be elected by election, the board of directors nominated Mr. Huang Guoqiang as an independent director and approved it at the 2020 annual general meeting of shareholders.
Ma Guoqiang: born in May 1954, male, Chinese nationality, without permanent residency abroad, doctor. From 1984 to 2014, he successively served as a teacher, deputy director and director of the tax department of Northeast University of Finance and economics, President of the school of Finance and taxation, assistant to the president and vice president of Northeast University of Finance and economics; Since 2014, he has served as Julong Co.Ltd(300202) independent director; From 2018 to now, he has served as Luenmei Quantum Co.Ltd(600167) independent director; From August 2019 to June 2021, he served as an independent director of the company.
Huang Zhuanyi: born in February 1967, Chinese nationality, without permanent overseas residency, with a postgraduate degree, once engaged in industry management in the Ministry of machinery and electronics industry, and served as the chief financial officer of state-owned enterprises, the financial officer of Philips Consumer communication company, the chief financial officer of Wal Mart China, the deputy general manager and chief financial officer of listed companies. At present, he is the founding partner of shared investment, the managing partner of shared medical fund, the supervisor of China Europe International Business School Alumni Association, expert judges, entrepreneurship training tutor, the tutor of China Europe smart medical entrepreneurship course and the tutor of Peking University Health special training course. He has been an independent director of the company since June 2021.
Jin Yongli: born in February 1958, male, Chinese nationality, without permanent residency abroad, master, senior accountant. From 1996 to 2014, he successively served as deputy director of the planning and Finance Department of Shenyang University, Dean of the school of management and professor of accounting; 20132018 Bengang Steel Plates Co.Ltd(000761) independent director; Since 2015, he has served as an independent director of Benxi Commercial Bank Co., Ltd; From 2018 to now, he has been a professor of Business School of Shenyang City University; From 2019 to now, he has served as an independent director of Shenyang Hongyao Group Co., Ltd; He has been an independent director of the company since August 2019.
Zhang Wei: born in February 1962, female, Chinese nationality, without permanent residency abroad, master’s degree. From 2000 to 2017, successively served as secretary and consultant of Zhejiang Hisun Pharmaceutical Co.Ltd(600267) board of directors; He has been an independent director of the company since August 2019.
As an independent director of the company, we have professional qualifications and abilities and have accumulated rich experience in our professional fields. Neither I nor my relatives hold shares in the company and do not hold other positions in the company except for independent directors; There is no affiliated relationship with the directors, supervisors, senior managers, shareholders and actual controllers holding more than 5% of the company’s shares, and there are no other circumstances affecting their independence.
2、 Annual performance 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 the matters under consideration with other directors, put forward reasonable suggestions to the company with our accumulated professional knowledge and professional experience, and issued relevant written 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 10 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, gave full play to the guidance and supervision role of independent directors and earnestly performed the responsibilities of independent directors.
The attendance at the general meeting of shareholders and the board of directors in 2021 is as follows:
Board of directors
Actual attendance name of non voting shareholders and number of attendance
Number of meetings attended in person and absent by proxy
Ma Guoqiang
5 5 0 0 2
(former independent director)
Yellow 5 500 02
Jin Yongli
Zhang Wei 10 100 04
(II) work of the special committee
The board of directors of the company has an audit committee, a strategy committee, a nomination committee and a remuneration and assessment committee. During the reporting period, the company held 5 Audit Committee meetings, 3 salary and assessment committee meetings, 1 strategy committee meeting and 2 nomination committee meetings.
We believe that the convening of the meeting complies with legal procedures and 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.
(III) on site investigation and cooperation with the company
During the reporting period, we visited the company for many times to understand 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
（1） Related party transactions
During the reporting period, the company had daily related party transactions such as purchasing goods from related parties and providing leases. According to relevant regulations, we believe that the company’s related party transactions are necessary for the company’s normal production and operation activities, the transaction pricing is reasonable and fair, strictly follow the principles of equality, voluntariness, equivalence and compensation, comply with the relevant provisions of the CSRC, Shanghai Stock Exchange and the company on the management of related party transactions, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company, The company’s ability to continue as a going concern will not be affected. The company’s related party transactions will not have any adverse impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such transactions.
（2） External guarantee and fund occupation
（3） During the reporting period, the company had no external guarantee and no non operating fund occupation between the company and related parties was found. Use of raised funds
Upon review, the deposit and use of the company’s raised funds during the reporting period comply with the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the self regulatory guidelines of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation, and the management system for special storage and use of raised funds of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd; 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) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of directors
During the reporting period, we actively performed our duties in the general election of the Fourth Board of directors of the company, reviewed the nomination of general directors of the company, and believed that the nominated candidates met the employment conditions specified in relevant laws, regulations and the articles of association, and there was no legal situation that was not suitable for serving as directors 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 plan for directors and senior managers in 2021, and we believe that the plan is in line with the current market level and the actual situation of the company, as well as the relevant provisions of the company law, the guidelines for the governance of listed companies and the articles of association.
(VI) performance forecast and performance express
On January 19, 2021, the company disclosed the announcement of 2020 annual performance advance loss (Announcement No.: 2021002), and on February 27, 2021, the company disclosed the 2020 annual performance express (Announcement No.: 2021011).
(VII) appointment of accounting firms
During the reporting period, the 21st Meeting of the third board of directors of the company passed the proposal on renewing the company’s 2021 audit institution, and continued to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s 2021 audit institution: Ernst & Young Huaming Certified Public Accountants (special general partnership) is an audit institution with securities business audit qualification, Have the experience and ability to provide audit services for listed companies. Since the company hired Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company, it has been diligent and responsible, and can objectively, fairly and fairly reflect the financial situation of the company.
(VIII) cash dividends and other investor returns
During the reporting period, the company did not carry out cash dividends and other investor returns.
(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
During the reporting period, the company conscientiously performed 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 science and Innovation Board of Shanghai Stock Exchange and the company’s information disclosure management system, so as to ensure that the disclosed information is true, accurate and complete without any false records, misleading statements or major omissions, It objectively and fairly reflects the current situation of the company’s operation, which is conducive to helping investors understand the company’s situation in time and effectively safeguard the rights and interests of all shareholders of the company. We have supervised the information disclosure of the company in 2021 and believe that the information disclosure of the company is true, accurate, complete and timely, which has effectively safeguarded the legitimate rights and interests of the majority of investors.
（11） Implementation of internal control
During the reporting period, the company revised, improved and implemented a series of systems in accordance with the relevant provisions of internal control, which are established on the basis of their own business development, with legitimacy, rationality and effectiveness, and meet the needs of the company’s current business situation; There are no major defects in the design and implementation of internal control. At the same time, we also note that the internal control should adapt to the company’s business scale, business scope, competition and risk level, and be adjusted in time with the changes of the situation. In the future, the company should continue to improve the internal control system, standardize the implementation of the internal control system, strengthen the supervision and inspection of internal control, and promote the healthy and sustainable development of the company.
（12） Operation of the board of directors and its subordinate special committees
During his tenure in 2021, the company held 10 meetings of the board of directors and 11 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.
（13） New business development
During the reporting period, the company did not carry out new business.
（14） Other matters
1. No independent director proposed to hold a meeting of the board of directors;
2. No independent director proposes to hire or dismiss an accounting firm;
3. There are no external audit institutions and consulting institutions employed by independent directors.
4、 Overall evaluation and duty performance plan
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, and gave full play to the role of independent directors. We paid attention to the production and operation status of the company, the completion of financial indicators, and the construction and implementation of internal control system, For possible business risks and other matters, carefully consult relevant documents for each proposal submitted to the board of directors for deliberation
