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 strictly abide by the provisions and requirements of relevant laws and regulations
Be conscientious, prudent and diligent in performing their duties, and earnestly safeguard the rights and interests of the company and all shareholders, especially minority shareholders. present
The report on the performance of duties in 2021 is 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 12 meetings of the board of directors. For details, see
The following 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
Zhu Houjia 12 3 9 00 no
(II) during my tenure in 2021, the company held two general meetings of shareholders, and I attended them on site; As an independent director candidate of the Fifth Board of directors, he attended the 2020 annual general meeting of shareholders on site.
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. It is agreed on June 30, 2021 to use the raised funds to replace the self raised funds invested in advance
2. On June 30, 2021, it was agreed to use the raised funds to increase capital to Chengdu subsidiary and implement the raised investment project
3. On the cash management of using some idle raised funds, it was agreed on June 30, 2021
4. The company agreed to repurchase shares on July 25, 2021
5. On the deposit and use of the company’s raised funds in the half year of 2021, it was agreed on August 20, 2021
6. The company’s external guarantee and funds occupied by related parties were agreed on August 20, 2021
7. On increasing the amount of shares repurchased by the company, it was agreed on September 5, 2021
8. The provision for asset impairment was agreed on October 22, 2021
9. On the nomination and addition of candidates for independent directors of the 5th board of directors of the company, it was agreed on December 5, 2021
10. On the appointment of financial director, it was agreed on December 30, 2021
11. The withdrawal of provision for asset impairment was agreed on December 30, 2021
3、 Work of the special committee of the board of directors
As the convener of the audit committee of the board of directors and a member of the remuneration and assessment committee, I actively participate in the work of each committee, listen to the work report of the internal audit department, supervise the implementation of internal audit, and supervise and evaluate the implementation and improvement of the company’s internal control; Review the company’s regular financial reports, pay attention to the analysis and audit of the company’s regular reports and the progress of major events of the company. As a member of the remuneration and assessment committee, check the performance of directors and senior managers, and assess the payment of annual remuneration of directors and senior managers.
4、 On site inspection of the company
As an independent director, I inspected the company’s production and operation status, management, internal control and other system construction and implementation, and the implementation of the resolutions of the board of directors through on-site investigation, on-site investigation and other forms, with a cumulative number of on-site inspection days of 10 days. During my tenure, I inspected the company’s financial and audit departments, listened to the work reports of relevant principals and gave guidance; At the same time, always pay attention to the impact of external environment and market changes on the company, and pay close attention to the reports related to the company in the media; Keep in touch with other directors, supervisors, management and relevant personnel of the company, master the operation and management dynamics of the company, and jointly analyze the economic situation and industry development trend faced by the company.
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 keep abreast of the company’s production and operation, financial status and the progress of major events; For major matters that need to be considered by the board of directors, carefully review the materials provided by the company and communicate with relevant personnel of the company. On this basis, use their own professional knowledge to exercise their voting rights independently, objectively and impartially; Investigate the company’s financial operation, capital transactions, major foreign investment, related party transactions and other major matters, 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 company’s information disclosure, urge the company to perform the information disclosure obligations truthfully, accurately and completely in strict accordance with the requirements of relevant laws and regulations and the company’s information disclosure system, and earnestly safeguard the legitimate rights and interests of investors.
3. Work during 2021 Annual Report
During the preparation and disclosure of the 2021 annual report, I listened carefully to the company’s management’s report on the development trend, operation and financial status of the industry, fully and effectively communicated with the financial director and the annual audit accountant, paid attention to the overall arrangement and progress of the annual report audit, and urged the external audit institutions to complete the audit on time.
6、 And training
I have been earnestly studying relevant laws and regulations, actively participating in various training and learning activities organized by the regulatory authorities, constantly strengthening the study of various laws, regulations and rules, improving my ability to perform my duties, enhancing my awareness of standardized operation, and strengthening my ability to protect the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders.
7、 Other working conditions
During my tenure in 2021, I did not propose to convene the board of directors or extraordinary general meeting of shareholders; There is no independent external audit institution and consulting company to audit and consult the 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 2022.
8、 Problems and suggestions of the company
With the continuous expansion of the company’s scale, it is suggested that the company should continuously and deeply strengthen the construction of internal control system and continuously improve the internal control system, so as to lay a solid foundation for the scientific, healthy and sustainable development of the company. 9、 Contact information
Name: Zhu Houjia
mail box: [email protected].
In 2022, I will continue to adhere to the principles of independence, objectivity and impartiality, scrupulously perform my duties and duties diligently, and earnestly perform the duties of independent directors; And use their professional knowledge and experience to provide more constructive opinions and suggestions for the development of the company, continuously improve the management decision-making level of the board of directors and promote the high-quality development of the company.
It is hereby reported
Signature of independent director:
Zhu Houjia
March 25, 2002
