Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
Report on the work of independent directors in 2021
As an independent director of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) (hereinafter referred to as “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 guidelines for corporate governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other legal provisions, normative documents and the articles of association The company’s independent director working system and other relevant regulations and requirements 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
The company held the second extraordinary general meeting of shareholders in 2021 on December 23, 2021 and elected the members of the third board of directors. The third independent director of the company was re elected by Mr. Jin Li, Ms. Shang Shu and Ms. Fang Fang.
On the same day, the company held the first meeting of the third board of directors and elected the members of each special committee of the board of directors. Mr. Jin Li, an independent director, served as the convener of the nomination committee and the member of the strategy committee, Ms. Shang Shu served as the convener of the remuneration and assessment committee, the member of the audit committee and the nomination committee, and Ms. Fang served as the convener of the audit committee and the member of the remuneration and assessment committee.
The personal work experience of independent directors is as follows:
Mr. Jin Li: male, born in May 1965, American nationality, doctor. Since 2018, he has served as an independent director of the company and is currently the chairman and general manager of Beijing oubofang Pharmaceutical Technology Co., Ltd. and the chairman and manager of Beijing yuanbofang Pharmaceutical Technology Co., Ltd. He worked for Pfizer pharmaceutical company and other companies in the United States.
Ms. Shang Shu: female, born in October 1978, Chinese nationality, without overseas permanent residency, master, sponsor representative, CFA level III. He has been an independent director of the company since 2017. He is currently the equity investment consultant of Anhui xingmengyuan Technology Development Co., Ltd. and has worked in Gf Securities Co.Ltd(000776) investment banking department and other companies.
Ms. Fang Fang: female, born in March 1982, Chinese nationality, without permanent residency abroad, doctor. From July 2012 to now, he has worked in the Department of accounting, School of economics and business administration, Beijing Normal University, and has successively served as lecturer and associate professor. Once worked in PricewaterhouseCoopers Zhongtian certified public accountants and other companies. Now he is also an independent director of Beijing Times Lingyu Technology Co., Ltd. Beijing New Space Technology Co.Ltd(605178) independent director, Anhui Tongdu Fluid Technology Co., Ltd. Beijing Asiacom Information Technology Co.Ltd(301085) independent director.
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 10 board meetings and 3 general meetings of shareholders. The convening and holding of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant approval procedures have been performed for major business decisions and other major matters. As an independent director of the company, we attended and carefully reviewed various meeting materials provided by 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, and issued one prior approval opinion and seven independent opinions, giving full play to the guidance and supervision role of independent directors and earnestly performing the responsibilities of independent directors.
Attendance in 2021 is as follows:
Shareholders present at the meeting of the board of directors
Names of independent directors actual attendance at meetings
Attend in person and delegate absence
JIN LI 10 10 0 0 3
Shang Shu 10 0 0 3
Fang Fang 10 100 02
(II) work of the special committee
During the reporting period, the company’s audit committee held 6 meetings, the nomination committee held 2 meetings, the remuneration and assessment committee held 2 meetings and the strategy committee held 3 meetings.
Attendance in 2021 is as follows:
Independent director audit committee Nomination Committee remuneration and assessment committee Strategy Committee
Name should participate in the actual participation should participate in the actual participation should participate in the actual participation should participate in the actual participation times plus times times plus times times plus times times
JIN LI 2 2 3 3
Shang Shu 6 2 2 2
Fang Fang 6 6 2 2
(III) site investigation
During the reporting period, we maintained close contact with the chairman and other directors, senior executives and relevant staff of the company through talks, telephone and other means to understand the operation and standardized operation of the company. We made full use of the opportunity of attending the board of directors and the general meeting of shareholders to make a field visit to the company and have a comprehensive and in-depth understanding of the company’s management status, financial status, progress of investment projects with raised funds and other major issues. The company actively cooperates with the work of independent directors, fully ensures the right to know of independent directors, and provides convenient conditions for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, we carefully reviewed the related party transactions of the company.
We believe that the transaction price of the related party transactions of the company during the reporting period follows the principles of fairness, impartiality and openness, the price is fair, there is no abnormal related party transactions, and there is no damage to the interests of the company and other shareholders, especially minority shareholders.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and no non operating fund occupation between the company and related parties was found.
(III) 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 guidelines for the application of self regulatory rules of Shanghai Stock Exchange’s science and innovation board listed companies No. 1 – standardized operation, and the company’s system documents such as the management system of raised funds; The company has made special account storage and special use of the raised funds. The investment purpose and internal structure change of some raised funds have fulfilled the necessary and compliant decision-making procedures, and timely fulfilled the relevant information disclosure obligations. There is no case of changing the purpose of the raised funds in a disguised manner and harming the interests of shareholders, and there is no case of illegal use of the raised funds.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
During the reporting period, we put forward opinions and suggestions on the appointment of the Secretary of the board of directors and the nomination of directors and senior managers of the third board of directors. We believe that the candidate directors and senior managers are qualified, and the nomination and appointment procedures comply with the provisions of the articles of Association. At the same time, we have reviewed the remuneration plan of the company’s directors and senior managers in 2021 and the remuneration plan of the directors and senior managers of the third board of directors. We believe that the remuneration plan of the company’s directors and senior managers is conducive to mobilizing the work enthusiasm of the company’s directors and senior managers, strengthening the sense of diligence and responsibility of the directors and senior managers, and there is no damage to the interests of the company and shareholders, Comply with relevant laws and regulations and the provisions of the articles of association.
(VI) performance forecast and performance express
During the reporting period, the company disclosed the 2020 annual performance forecast and performance express, which were prepared and disclosed in accordance with the requirements of relevant laws and regulations, and strictly fulfilled the registration procedures of insiders. There was no early disclosure of performance and no damage to the interests of investors, especially small and medium-sized investors.
(VII) renewal of accounting firm
During the reporting period, we conducted a pre audit and issued independent opinions on the company’s renewal of the appointment of Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhonghui”) as the company’s audit institution in 2021. We believe that Zhonghui, as the company’s long-term cooperative audit institution, has the relevant qualification to engage in the audit business of listed companies, and has the experience and ability to provide audit services for listed companies. In the previous financial audit and audit of the company’s and subsidiaries’ financial reports and related matters, Zhonghui has carefully performed its duties, followed the diligent, independent, objective and fair practice standards, and better fulfilled the responsibilities and obligations stipulated by both parties. The decision-making procedure of renewal meets the regulations and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed to renew the appointment of Zhonghui club as the audit institution of the company in 2021.
(VIII) profit distribution
During the reporting period, we reviewed the company’s profit distribution plan for 2020. We believe that the company’s profit distribution plan for 2021 is in line with the actual situation and development needs of the company, does not harm the interests of minority shareholders, and complies with the relevant provisions of relevant laws and regulations, normative documents and the articles of association. We agree to the distribution plan.
(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, we continued to pay attention to the implementation of the company’s information disclosure. In strict accordance with the measures for the administration of information disclosure of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations, as well as the information disclosure management system of the company, the company has fulfilled the obligation of information disclosure, and has been able to disclose the relevant information of the company in a true, accurate, complete and timely manner. No false records, misleading statements or major omissions have been found.
（11） Implementation of internal control
During the reporting period, we gave full play to our professional functions and industry expertise, urged the company to evaluate the rationality and effectiveness of the design of the internal control system according to the relevant requirements, and actively promoted the construction and implementation of the company’s internal control system according to the provisions of the basic norms of enterprise internal control and other relevant normative documents. There are no major defects in the integrity, rationality and effectiveness of all major aspects of the company’s internal control system and relevant systems, and there are no major deviations in the actual implementation process, which can fully and effectively ensure the safety of the company’s assets and the normal development of operation and management activities, and effectively protect the legitimate rights and interests of the company and shareholders.
（12） Operation of the board of directors and its subordinate special committees
During the reporting period, the company held 10 meetings of the board of directors and 13 meetings of special committees. The convening, convening procedures, proposal matters and resolution implementation of the board of directors and its subordinate special committees of the company were in line with the company law, the articles of association and other relevant provisions. We believe that the operation procedures of the board of directors and its subordinate committees of the company are legal, compliant and effective. （13） New business development
During the reporting period, the company did not carry out new business.
As an independent director of the company, in 2021, we diligently performed the obligations of independent directors in strict accordance with relevant laws and regulations, normative documents and the articles of association, made use of their professional knowledge and practice experience, provided opinions and suggestions for the scientific decision-making and standardized operation of the board of directors, and fully protected the legitimate rights and interests of the company and minority shareholders.
In 2022, we will continue to adhere to the principles of prudence, objectivity and independence, give full play to our professional advantages, earnestly perform the duties of independent directors, constantly help the company improve its governance level, safeguard the interests of the company and all shareholders, and make unremitting efforts for the sustainable and healthy development of the company!
Independent directors: Fang Fang, Shang Shu, Jin Li
March 28, 2022
