As an independent director of Star Lake Bioscience Co.Inc.Zhaoqing Guangdong(600866) (hereinafter referred to as "the company"), in accordance with the company law, securities law and other laws and regulations, the articles of association and other company systems, we earnestly exercise the rights conferred by the regulations, timely understand the operation and management information of the company, pay full attention to the development of the company, actively attend the relevant meetings held by the company, review the matters considered by the board of directors and faithfully perform our duties, Give full play to the independent role of independent directors and safeguard the interests of the company and all shareholders. The work in 2021 is reported as follows:
1、 Basic information of independent directors
The 10th board of directors of the company consists of 9 directors, including 3 independent directors, accounting for one third of the number of the board of directors, one of whom is an accounting professional, which meets the requirements of relevant laws and regulations on the proportion of independent directors and professional allocation of listed companies, and ensures the independence of the decision-making of the board of directors.
(I) independent directors
The current independent directors of the company are Mr. Zhao mouming, Ms. Wang Yan and Mr. Liu Ling. See the 2021 annual report disclosed by the company for their personal resume, professional background and part-time work.
(II) whether there are conditions affecting independence
As an independent director of the company, we do not hold any position other than an independent director in the company, and there is no relationship with the company and its major shareholders that prevents us from making independent and objective judgments, and there is no situation that affects the independence of independent directors.
2、 Annual performance overview
(I) attendance
During the reporting period, the company held 11 board meetings and 6 general meetings of shareholders. As an independent director, we attended the meeting on time, maintained close communication with the company and relevant parties when considering relevant matters submitted to the board of directors, carefully considered each proposal, objectively, independently and prudently exercised the power of independent directors in combination with the actual operation of the company, and expressed independent opinions on relevant matters. During the reporting period, there was no absence without reason or failure to attend the meeting in person for two consecutive times. During the reporting period, the specific conditions of independent directors attending the meetings of the board of directors and the general meeting of shareholders are as follows:
Board of directors and general meeting of shareholders
Independent directors shall attend in person and be entrusted by communication. Are there two consecutive absences
Number of times of attendance number of times of attendance number of times of absence number of times of attendance number of meetings
Wang Yan 11 0 0 No 5
Zhao mouming 11 0 0 No 3
Liu Ling 11 11 100 0 No 5
(II) participation in special committees
The board of directors of the company has four special committees: strategy, nomination, audit, remuneration and assessment. We serve as the chairman of the nomination, audit, remuneration and assessment committees respectively. In 2021, all independent directors earnestly performed their duties and actively attended the special committee, and there was no absence without reason. It has played an important role in deliberating and making decisions on major issues related to the board of directors, and effectively improved the decision-making efficiency of the board of directors of the company. We believe that the convening and holding of each special committee meeting comply with legal procedures, and the decisions on relevant matters have fulfilled the necessary deliberation procedures and disclosure obligations, and comply with the relevant provisions of laws, regulations and the articles of association.
(III) on site investigation and the company's cooperation with independent directors
During the reporting period, in strict accordance with the working system of independent directors and the articles of association and other relevant provisions, we learned about the company's operation, management, the construction and implementation of internal control system, the implementation of resolutions of the board of directors, financial operation, etc. through the board of directors, the general meeting of shareholders, the communication meeting between independent directors and accountants, listened carefully to the introduction of relevant matters by the company's management, and through telephone Keep in close contact with other directors and senior executives of the company by means of talks, learn about the company's situation in time, pay attention to the impact of external environment and market changes on the company at any time, use professional knowledge and enterprise management experience, give advice and suggestions for the steady and long-term development of the company, and give full play to the role of supervision and guidance. The management of the company attaches great importance to communication with us, reports the production and operation of the company and the progress of major events from time to time, and discusses and analyzes the market situation and industry development trend faced by the company. Relevant staff can actively cooperate without refusing, hindering or concealing, and timely transmit meeting materials before the convening of the board of directors and relevant meetings, which provides necessary conditions and sufficient support for us to perform our duties.
3、 Key issues of annual performance
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in relevant laws, regulations and company rules and regulations, and actively made suggestions to the board of directors and professional committees, which played a positive role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, the sixth meeting of the 10th board of directors of the company passed the proposal on the prediction of the company's daily connected transactions in 2021. The connected transactions between the company and related parties in 2021 belong to the needs of normal business operation and are carried out in strict accordance with the budget limit approved by the board of directors. The connected transactions are true and effective, follow the principles of equality, voluntariness, equivalence and compensation, and the terms determined in the relevant agreements are fair and reasonable, There is no situation that damages the interests of the company and its shareholders.
(II) external guarantee and fund occupation
During the reporting period, the first extraordinary general meeting of the company in 2021 passed the proposal on wholly-owned subsidiaries applying for working capital loans and being guaranteed by the company. We have reviewed the company's provision of guarantee for wholly-owned subsidiaries involved in the proposal and issued independent opinions. We believe that the company's guarantee to its wholly-owned subsidiary complies with the relevant provisions of the regulatory authority, and there is no damage to the interests of the company. As of December 31, 2021, in addition to providing guarantees for subsidiaries, the company has no other external guarantees or overdue guarantees.
After reviewing the occupation of funds, we believe that there was no illegal occupation of funds by controlling shareholders and other related parties during the reporting period.
(III) deposit and actual use of raised funds
After reviewing the deposit and actual use of the company's raised funds during the reporting period, the scope of use of the company's raised funds does not conflict with the implementation plan of the investment projects of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of listed companies and shareholders, especially small and medium-sized investors, which is in line with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies The provisions of laws and regulations such as the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and the relevant provisions of the measures for the administration of raised funds of the company.
(IV) nomination and remuneration of directors and senior managers
During the reporting period, the company completed the by election of directors and the appointment of the chief financial officer. The nomination procedures of directors and senior managers of the company comply with laws and regulations and the articles of association, and the qualifications of the employed personnel meet the requirements of the company law, the articles of association, etc.
During the reporting period, we reviewed the remuneration of the company's directors (non independent directors) and senior managers, and believed that the remuneration of the company's directors (non independent directors) and senior managers met the provisions of the company's performance appraisal and relevant remuneration systems, and the remuneration payment met the provisions of relevant laws, articles of association, rules and regulations.
(V) performance forecast
During the reporting period, the company's expected performance met the conditions for exemption from disclosure in the listing rules, and the company did not issue performance forecast and performance express.
(VI) appointment of audit institutions
During the reporting period, ShineWing Certified Public Accountants (special general partnership) was approved at the fifth extraordinary general meeting of the company in 2021. We believe that the reason for the company to change to an accounting firm is justified. ShineWing certified public accountants has professional qualification and professional competence, there is no damage to the interests of the company and shareholders, and the review procedure is legal and effective, Comply with the provisions of the company law, the articles of association and other relevant laws and regulations. (VII) cash dividends and other investor returns
The company's articles of association and dividend management system have made clear the cash dividend policy, conditions and proportion of cash dividend and other relevant provisions, effectively protecting the interests of investors. The 2020 profit distribution plan of the company has been deliberated and approved by the sixth meeting of the 10th board of directors and the 2020 annual general meeting of shareholders of the company. We have reviewed the formulation basis and decision-making procedures of the company's 2020 profit distribution plan and expressed our independent opinions. The company's 2020 profit distribution plan is based on the actual situation of the company, fully considers the specific situation of the company's future business development and capital needs, complies with the relevant provisions of the articles of association, and does not damage the interests of shareholders, especially small and medium-sized shareholders.
(VIII) performance of commitments of the company and shareholders
During the reporting period, the commitments of the company and relevant shareholders were strictly observed, and there was no violation of relevant commitments.
(IX) implementation of information disclosure
During the reporting period, the company strictly complied with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, and fulfilled the obligation of information disclosure, and there was no illegal information disclosure.
(x) implementation of internal control
We carefully checked the implementation of the company's internal control. The company established, improved and improved the internal control system in strict accordance with the regulatory requirements, ensured the standardized operation of the company's general meeting of shareholders, the board of directors, the board of supervisors and other institutions and the effectiveness of the internal control system, reasonably guaranteed the authenticity, legitimacy and integrity of the company's financial and accounting materials, and further strengthened the implementation and implementation of the internal control standard system.
During the reporting period, the board of directors of the company conducted inspection and self-evaluation on the internal control of the company. The company has established internal control over the businesses and matters included in the evaluation scope, which has been effectively implemented, and achieved the goal of the company's internal control without major defects.
（11） Operation of the board of directors and its subordinate special committees
During the reporting period, all directors of the board of directors and all special committees of the company were able to abide by the principle of loyalty and diligence to the company, make full use of their own professional experience, review and standardize the matters in their respective fields, and give full play to the important role of all special committees in the corporate governance structure of the company.
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we paid close attention to the corporate governance operation and business decisions in accordance with the requirements of various laws and regulations, maintained good and effective communication with the board of directors, the board of supervisors and the management, and provided constructive suggestions for promoting the improvement and optimization of the corporate governance structure.
In 2022, we will, as always, perform our duties diligently, faithfully and diligently, and exercise the functions and powers of independent directors independently and prudently. Give full play to the role of independent directors, ensure the objective, fair and independent operation of the company's board of directors, use their own professional knowledge and experience to provide reference opinions for the scientific decision-making of the board of directors, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Zhao mouming, Wang Yan, Liu Ling
