Hunan Warrant Pharmaceutical Co.Ltd(688799)
Report on the work of independent directors in 2021
As independent directors of Hunan Warrant Pharmaceutical Co.Ltd(688799) (hereinafter referred to as “the company” or “the company”), during the term of office, we faithfully, diligently and conscientiously perform the duties of independent directors in strict accordance with the company law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the governance standards of listed companies, the rules for independent directors of listed companies and other legal provisions, normative documents, the articles of association and other relevant provisions and requirements, Effectively safeguard 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
(I) changes of independent directors during the reporting period
As the term of office of the second board of directors of the company expires and Mr. Li Yuanjian and Ms. Liu Shuping have been reappointed as independent directors for six years, the company held the 11th meeting of the second board of directors on October 9, 2021 and nominated Mr. Peng Tong, Mr. Wu Chun and Mr. Kang Cailian as candidates for independent directors of the third board of directors of the company. On October 26, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the general election of the board of directors and the nomination of independent directors of the third board of directors. Mr. Peng Tong, Mr. Wu Chun and Mr. Kang Cailian served as independent directors of the third board of directors from October 26, 2021 until the expiration of the term of office of the third board of directors. Mr. Li Yuanjian Ms. Liu Shuping no longer serves as an independent director of the company.
(II) personal work experience
Mr. Peng Tong: born in 1970, Chinese nationality, without permanent residency abroad, bachelor degree. From June 1995 to October 1999, he served as a lawyer of Hunan Qiyuan law firm; From November 1999 to may 2012, he served as lawyer and director of Hunan pengtong law firm; From June 2012 to December 2018, he served as a partner of Shanghai Xieli (Changsha) law firm; From January 2019 to now, he has served as the first-class partner and vice chairman of the board of directors of Hunan xiangjunluhe law firm; Since March 2016, he has concurrently served as Hunan Warrant Pharmaceutical Co.Ltd(688799) independent director.
Mr. Wu Chun: born in 1970, Chinese nationality, without overseas permanent residency, bachelor degree, certified public accountant and certified asset appraiser. From October 2002 to November 2014, served as the Department Director and deputy director of Hunan Branch of Shenzhen Nanfang Minhe certified public accountants; From December 2014 to now, he has served as a partner in Hunan Branch of zhongshenhua Certified Public Accountants (special general partnership); From August 2019 to now, he has served as the legal representative of Guorong Xinghua (Changsha) Asset Appraisal Co., Ltd; From October 2021 to now, he has concurrently served as Hunan Warrant Pharmaceutical Co.Ltd(688799) independent director.
Mr. Kang Cailian: born in 1974, Chinese nationality, without permanent residency abroad, with a doctorate degree. From September 2003 to July 2014, he served as the senior reviewer of the drug evaluation center of the State Food and drug administration; From July 2014 to July 2021, he served as the director and general manager of Hongshang Capital Equity Investment Co., Ltd; From July 2021 to now, he has served as the general manager and executive president of Hainan Huashi pharmaceutical Holding Group Co., Ltd; From October 2021 to now, he has concurrently served as Hunan Warrant Pharmaceutical Co.Ltd(688799) independent director.
Mr. Li Yuanjian (outgoing): born in 1953, Chinese nationality, without permanent residency abroad, master’s degree. From December 1985 to October 1989, he was a lecturer of Hunan Medical University; From November 1989 to January 1991, he conducted postdoctoral research at the University of California, Irvine; From February 1991 to December 1998, he successively served as associate professor and professor of Hunan Medical University; From December 1998 to April 2002, he served as the director of the Department of pharmacy of Hunan Medical University; From May 2002 to August 2013, he served as the dean of the school of pharmacy of Central South University; Since August 2013, he has been a professor in the school of pharmacy of Central South University; From November 2016 to October 2021, he concurrently served as Hunan Warrant Pharmaceutical Co.Ltd(688799) independent director.
Ms. Liu Shuping (leaving office): born in 1970, Chinese nationality, without overseas permanent residency, master’s degree, certified public accountant and tax agent. From September 1991 to May 1994, he served as secretary of the Youth League Committee of the third public transport company in Changsha, Hunan Province; From May 1994 to October 1997, he worked as a reporter and editor of Changsha construction daily; From October 1997 to September 2000, he served as the audit director of the board of supervisors of Sany group; From September 2000 to July 2009, served as the project manager of Hunan Kaiyuan branch of Tianjian Certified Public Accountants (special general partnership); From July 2009 to September 2013, he served as the quality director of Hunan Branch of zhongzhun Certified Public Accountants (special general partnership); From September 2013 to now, served as the head of Changsha branch of Daxin Certified Public Accountants (special general partnership); From November 2015 to October 2021, he concurrently served as Hunan Warrant Pharmaceutical Co.Ltd(688799) independent director.
(III) whether there is any situation affecting independence
As an independent director of the company, we have the qualifications and independence required by the rules for independent directors of listed companies and the company law of the people’s Republic of China, can ensure objective and independent professional judgment, and there is no situation affecting our independence.
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 favour of all the proposals of the board of directors held 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 4 general meetings of shareholders and 7 meetings of the board of directors. The convening and convening of the general meeting of shareholders and the board of directors 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 independent directors of the company, we attended and carefully reviewed the above-mentioned meeting materials provided by the company, understood the operation of 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 8 prior approval opinions or independent opinions, gave full play to the guiding and supervision role of independent directors and earnestly performed the responsibilities of independent directors.
Attendance in 2021:
Shareholders attending the board of directors as nonvoting delegates names of independent directors number of times they should attend actual attendance number of times they attend the meeting in person and delegate to attend the meeting in absentia
Peng Tong 7 7 0 0 4
Wu Chun 2 0 0 1
Kang Cailian 22001
Li Yuanjian (outgoing) 55003
Liu Shuping (outgoing) 55003
(II) work of the special committee
During the reporting period, the company held 6 Audit Committee meetings, 2 nomination committee meetings and 2 remuneration and assessment committee meetings. We believe that the convening of the meeting is in line with legal procedures, the decision-making of relevant matters has performed the necessary examination and approval procedures, and complies with the provisions of laws and regulations and the articles of association. We all attended the relevant meetings in person without being absent for no reason. We carefully reviewed the relevant proposals and earnestly fulfilled the responsibilities and obligations of independent directors.
(III) site investigation
During the reporting period, we made full use of the opportunity of attending the board of directors and shareholders’ meetings to conduct on-site visits to the company. In addition, we maintained close contact with other directors, senior executives and relevant staff of the company through talks, telephone and other means, mastered the operation and standardized operation of the company, and comprehensively and deeply understood the management status, financial status, progress of raised funds and investment projects and other major matters of the company, Pay attention to the impact of external environment and market changes on the company and promote the improvement of the company’s management level. At the same time, the company actively cooperates with the work of independent directors, fully ensures the right to know of independent directors, and provides convenient conditions for our independent work. 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 all shareholders, especially the interests of 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 management system of raised funds and other system documents; The company has made special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with the information disclosed by the company. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of using the raised funds in violation of regulations.
(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, the first meeting of the third board of directors of the company deliberated and approved the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company, the proposal on the appointment of the financial director of the company and the proposal on the appointment of the Secretary of the board of directors of the company. We believe that the candidate senior managers are qualified, and the nomination and appointment procedures comply with the provisions of the articles of association.
The second meeting of the third board of directors and the third extraordinary general meeting of shareholders in 2021 considered and approved the proposal on Revising the salary management system of the company’s directors, supervisors and senior managers. We believe that the salary scheme of the company’s directors and senior managers is conducive to mobilizing the work enthusiasm of the company’s directors and senior managers and strengthening the sense of diligence and responsibility of the directors and senior managers; There is no situation that damages the interests of the company and shareholders, and it complies with the provisions of relevant laws and regulations and the articles of association.
(VI) performance forecast and performance express
The company’s shares have been officially listed and traded on the science and Innovation Board of Shanghai Stock Exchange since July 13, 2021. During the reporting period, there was no disclosure of performance forecast and performance express.
(VII) appointment or replacement of accounting firms
The eighth meeting of the second board of directors and the 2020 annual general meeting of shareholders of the company considered and approved the proposal on the renewal of the company’s annual audit institution, and agreed to employ Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2020, with legal and effective procedures. The second meeting of the third board of directors and the third extraordinary general meeting in 2021 deliberated and approved the proposal on the renewal of accounting firm, and agreed to hire Tianjian accounting firm (special general partnership) as the audit institution of the company in 2021, with legal and effective procedures. During the reporting period, the company did not change its accounting firm.
(VIII) cash dividends and other investor returns
Cash dividends and other investor returns were not involved in the reporting period.
(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
In 2021, the company performed the obligation of information disclosure in strict accordance with the relevant laws and regulations such as the measures for the administration of information disclosure of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange issued by the CSRC and the relevant systems of the company, and was 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 were found.
（11） Implementation of internal control
The company’s established internal control system meets the requirements of relevant national laws and regulations and the Listing Rules of Shanghai Stock Exchange’s science and innovation board. There are no major defects in the integrity, rationality and effectiveness of the company’s internal control system and relevant systems in all major aspects, 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 operation and management activities.
（12） Operation of the board of directors and its subordinate special committees
In 2021, the company held 7 meetings of the board of directors and 10 meetings of special committees, and the convening procedures, proposals and matters of the board of directors and its subordinate special committees
