Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of the company, in 2021, I gave full play to my independence in strict accordance with relevant regulations and requirements
The role of directors, prudent and diligent in performing the duties of independent directors, has better safeguarded the overall interests and interests of the company
The legitimate rights and interests of shareholders, especially minority shareholders. The work in 2021 is reported as follows
1、 Attendance at the board of directors and shareholders’ meeting
This year, I attended the board of directors and shareholders’ meeting on time, carefully considered various proposals and independently expressed my opinions, without voting against or abstaining from voting.
(I) during my term of office in 2021, the company held 14 meetings of the board of directors. See the following for the specific attendance
Table:
The independent director shall attend the on-site meeting by means of communication, whether the name is continuous, the number of times of attendance, the number of times of attendance, the number of times of absence, and the number of times of not attending the meeting in person
Zhang Meng 14 0 14 0 0 0 no
(II) during my term of office in 2021, the company held four general meetings of shareholders, and I did not attend the meeting due to official reasons
Can attend.
2、 Independent opinions
In 2021, I actively attended relevant meetings, carefully considered various proposals and adopted a reasonable and cautious attitude,
Make an independent and impartial judgment. The independent opinions jointly expressed with other independent directors on relevant matters are as follows:
Opinion class
Serial number event time
type
1. On January 5, 2021, it was agreed to purchase the liability insurance of directors, supervisors and senior managers
Adjustment plan for non-public offering of A-Shares of the company in 2020
2. Matters agreed on January 19, 2021
3. The company’s 2020 profit distribution plan was approved on March 28, 2021
4. With regard to the remuneration of directors and senior managers of the company in 2020, it was agreed on March 28, 2021
5. The company’s 2020 internal control self-evaluation report was approved on March 28, 2021
6. On the renewal of the company’s audit institution in 2021, it was agreed on March 28, 2021
7. On the change of accounting policy, it was agreed on March 28, 2021
8. On the nomination and addition of candidates for independent directors of the 5th board of directors of the company, it was agreed on March 28, 2021
9. Consent on using its own idle funds to invest in financial products on March 28, 2021
10. On the company’s external guarantee and funds occupied by related parties, it was agreed on March 28, 2021
11. Agreement on using raised funds to replace self raised funds invested in advance on June 30, 2021
On June 30, 2021, it was agreed to use the raised funds to increase capital to Chengdu subsidiary and implement the raised investment project
13. On the cash management of using some idle raised funds, it was agreed on June 30, 2021
14. The company agreed to repurchase shares on July 25, 2021
15. On the deposit and use of the company’s raised funds in the half year of 2021, it was agreed on August 20, 2021
16. With regard to the external guarantee of the company and the funds occupied by related parties, it was agreed on August 20, 2021
17. On increasing the amount of shares repurchased by the company, it was agreed on September 5, 2021
18. The provision for asset impairment was agreed on October 22, 2021
19. The nomination and addition of candidates for independent directors of the 5th board of directors of the company was approved on December 5, 2021
3、 Actively participate in the work of the special committee
As the convener of the nomination committee of the board of directors, I actively participated in the work of the committee, organized the meeting of the nomination committee, reviewed the candidates for the addition of independent director candidates of the Fifth Board of directors and put forward reasonable opinions. 4、 On site inspection of the company
As an independent director, in 2021, I actively listened to the reports of the management on operation and management, business development and other major matters to understand the operation and development of the company; Inspect the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors through various forms; At the same time, always pay attention to the impact of external environment and market changes on the company, as well as the reports related to the company in the media.
During his tenure, the cumulative number of on-site inspection days is 1 day. Affected by the epidemic, I kept in touch with other directors, supervisors, management and relevant personnel of the company through telephone, e-mail, wechat and other forms, timely learned the progress of major matters of the company, mastered the operation and management dynamics of the company, and supervised and inspected the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of resolutions of the board of directors, Ensure that the supervision and guidance functions of independent directors are brought into play.
5、 Other work done in protecting the rights and interests of investors
1. Pay attention to the company’s internal control and corporate governance structure
As an independent director, I actively communicated with relevant personnel of the company and listened to the management’s reports on the company’s operation and management, financial operation, capital transactions, business development and other major matters; And check the company’s financial and audit conditions through various ways, and check the company’s financial operation, capital transactions, internal control, related party transactions and other matters; Supervise and inspect the performance of senior managers; For major matters that need to be considered and decided by the board of directors, carefully review the materials provided by the company, make independent judgment on the matters under consideration in combination with their own experience, objectively express their opinions, and earnestly perform the duties of independent directors.
2. Supervise and inspect the information disclosure of the company
I continue to pay attention to the information disclosure of the company, urge the company to perform the obligation of information disclosure in strict accordance with the requirements of laws and regulations such as the securities law and the Listing Rules of Shenzhen Stock Exchange, and protect the right to know of the majority of investors.
6、 And training
During my tenure, I actively studied relevant laws and regulations, continuously deepened my understanding and understanding of relevant laws and regulations of the CSRC and Shenzhen Stock Exchange, formed the awareness of consciously protecting the rights and interests of shareholders of the public, and effectively strengthened the ability to protect the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders.
7、 Other working conditions
As an independent director, I did not propose to convene the board of directors or extraordinary general meeting of shareholders in 2021, nor did I independently hire external audit institutions and consulting companies to audit and consult on specific matters of the company; Through the proposal of the audit committee, Daxin Certified Public Accountants (special general partnership) is proposed to be reappointed as the audit institution of the company in 2021. 8、 Problems and suggestions of the company
With the continuous expansion of the company’s business development, it is recommended that the company continue to research, develop and innovate, continuously improve its core competitiveness, and lay a solid foundation for the long-term and healthy development of the company.
9、 Contact information
Name: Zhang Meng
mail box: [email protected].
In December 2021, I applied to the board of directors for resignation due to personal reasons, applied for resignation as an independent director, and resigned as the convener of the nomination committee of the board of directors at the same time. Due to my resignation, the number of independent directors of the company is less than one-third of the members of the board of directors. According to relevant regulations, my resignation report will take effect after the new independent director fills the vacancy. On December 17, 2021, the company added Mr. Wang Xuegong as the independent director of the Fifth Board of directors after the deliberation and approval of the third extraordinary general meeting of shareholders in 2021.
As an independent director, I would like to thank the board of directors, the board of supervisors and the management of the company for their active cooperation and strong support during my performance of duties! At the same time, we sincerely hope that under the leadership of the board of directors, the company will continue to operate steadily and standardize its operation, continuously enhance its profitability, and repay the majority of investors with better performance.
It is hereby reported
Signature of independent director:
ZHANG MENG
March 25, 2002
