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 followed the company law and the independent director of listed companies
Rules of procedure, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – regulations for listed companies on the main board
In accordance with the provisions and requirements of the operation of the company and the articles of association, the independent directors shall perform their duties and duties diligently, and give full play to the independent directors
The role of independent directors, independently and impartially perform the obligations of independent directors, and better safeguard the overall interests and interests of the company
The legitimate rights and interests of shareholders, especially minority shareholders. The performance of duties 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) in 2021, the company held 15 meetings of the board of directors. The specific attendance is shown in the table below:
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
Liu laiping 15 0 15 0 0 no
(II) in 2021, the company held four general meetings of shareholders, but I was unable to attend due to official reasons.
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
20. On the appointment of financial director, it was agreed on December 30, 2021
21. The provision for asset impairment was agreed on December 30, 2021
3、 Actively participate in the work of the special committee
As the convener of the Remuneration Committee of the board of directors, a member of the nomination committee and the audit committee, in 2021, I actively participated in the work of various special committees, organized and held the meeting of the remuneration and assessment committee, inspected the performance of the duties of directors and senior executives, and assessed the payment of annual remuneration of directors and senior executives.
Review and put forward reasonable opinions as the nomination committee. As a member of the audit committee, I listened to the work report of the internal audit department, supervised the internal audit work, supervised and evaluated 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.
4、 On site inspection of the company
During my tenure, I learned about the company’s production and operation status and supervised the construction and implementation of the company’s internal control system through reviewing documents, listening to reports, on-site visits and other forms; Check the company’s financial operation, capital transactions, internal control, related party transactions and other matters; Make use of the opportunity to attend relevant meetings and other time to patrol the company’s financial and audit departments, check the construction and implementation of financial system, and guide the audit department to carry out relevant internal audit work; Pay close 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 and on the Internet. The cumulative number of days of on-site inspection within the report period is 2 days. 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 am diligent and responsible, actively communicate with relevant personnel of the company, and deeply understand the operation and financial status of the company and the progress of various major matters; Supervise and inspect the performance of senior managers; Inspect the implementation of the resolutions of the board of directors; Conduct in-depth understanding and careful research on major issues to be considered by the board of directors, and ask relevant departments and personnel of the company if necessary. On this basis, use their own professional knowledge to exercise their voting rights independently, objectively and prudently, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the legitimate rights and interests of the company and shareholders.
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 its information disclosure obligations in strict accordance with the requirements of relevant laws and regulations and the company’s information disclosure system, ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure, and protect the right to know of investors, especially small and medium-sized 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 actively studying relevant laws, regulations and rules, deepening my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders’ rights and interests of the public, constantly improving my ability to protect the interests of the company and investors, and forming an ideological awareness of consciously protecting the rights and interests of all 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 suggested that the company continuously strengthen the construction of internal control system and continuously improve the corporate governance structure, so as to lay a solid foundation for the scientific, healthy and sustainable development of the company.
9、 Contact information
Name: Liu laiping
mail box: [email protected].
In 2022, in the spirit of diligence, I will continue to strengthen learning, perform the duties of independent directors independently, objectively and impartially, give better play to the functions of independent directors, give advice and suggestions for the healthy development of the company and safeguard the legitimate rights and interests of the company and shareholders.
It is hereby reported
Signature of independent director:
Liu laiping
March 25, 2002
