Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 work report of independent directors
Shareholders and shareholder representatives:
As an independent director of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as “the company” or “the company”), we actively understood the operation and management of the company in 2021, and discussed the major matters of the company, including related party transactions He expressed independent opinions on external guarantee and other issues, fulfilled the obligation of integrity and diligence, safeguarded the legitimate interests of all shareholders, and gave full play to the role of independent directors. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
During the reporting period, the four independent directors of the company were Mr. Cai Jiangnan, Mr. Hong Liang, Mr. Gu Chaoyang and Mr. Huo Wenxun. Please refer to the resumes disclosed in the Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 annual report for the basic information.
As an independent director of the company, we have the professional knowledge and relevant experience necessary to perform our duties, and there is no association / connection relationship and relevant interest arrangement with the company, so there is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
During the reporting period, the board of directors held a total of 12 meetings, mainly discussing the company’s performance, financial final accounts and budgets, profit distribution, non-public issuance of a shares, related party / connected transactions, and the performance of corporate governance functions; The general meeting of shareholders held two meetings, mainly discussing the company’s performance, non-public offering of A-Shares and other proposals. We all attended on time without being absent. The details are as follows:
Attendance at the board of directors and the general meeting of shareholders
The directors shall personally communicate whether they should attend the shareholders’ meeting for two consecutive years
Name of the directors attending the shareholders’ meeting the way of attending the shareholders’ meeting the times of being absent and not attending the shareholders’ meeting in person
Number of meetings + number of seats + number of meetings
number
Cai Jiangnan 12 12 8 0 0 No 2 1
Hongliang 12 7 0 0 0 No 2 2 2
Gu Chaoyang 12 12 7 0 0 0 No 2 2 2
Hawson 12 12 7 0 0 0 No 2 2 2
During the reporting period, we voted in favour of the relevant proposals considered at each board meeting and raised no objection. The board of directors of the company complies with legal procedures, and major business decisions and other major matters have fulfilled relevant procedures, which are legal and effective.
(II) attendance at professional committees under the board of directors
1. In 2021, the audit committee held nine meetings, which mainly discussed the company’s performance, the company’s internal control self-assessment report, the annual work summary and future work plan of the audit and supervision department, the schedule of financial report audit, non-public issuance of a shares, related / connected transactions, etc. The following is the attendance of members during the reporting period:
Names of audit committee members actual attendance / attendance rate
Mr. Gu Chaoyang 9 / 9 100%
Mr. hawenson 9 / 9 100%
Mr. Hong Liang 9 / 9 100%
2. In 2021, the remuneration and appraisal committee held two meetings, mainly discussing the performance appraisal report of senior managers and matters related to the business performance appraisal and salary distribution plan. The following is the attendance of members during the reporting period:
Names of members of salary and assessment committee actual attendance / attendance rate
Mr. Hong Liang 2 / 2 100%
Mr. godavi 2 / 2 100%
Mr. Gu Chaoyang 2 / 2 100%
3. In 2021, the strategy committee held one meeting, which mainly discussed the proposal on the outline of the operation and development plan of the Shanghai Pharmaceuticals Holding Co.Ltd(601607) “14th five year plan”. The following is the attendance of members during the reporting period:
Names of members of the strategy committee actual attendance / attendance rate
Mr. Zhou Jun 1 / 1 100%
Mr. Cai Jiangnan 1 / 1 100%
Mr. hawenson 1 / 1 100%
4. In 2021, the nomination committee held one meeting, mainly discussing the proposal on reviewing the structure, number, composition and diversity of members of the board of directors. The following is the attendance of members during the reporting period:
Names of nomination committee members actual attendance / attendance rate
Mr. Cai Jiangnan 1 / 1 100%
Mr. Zuo min 1 / 1 100%
Mr. Hong Liang 1 / 1 100%
In the above-mentioned special committees of the board of directors, we can perform our duties as independent directors according to law.
During the reporting period, the special committees under the board of directors expressed their support for the proposals under consideration when performing their duties.
(III) site investigation
In 2021, we conducted an on-site investigation on the company, focusing on the company’s operation, financial management, internal control, implementation of resolutions of the board of directors and other aspects. At the same time, through telephone or e-mail consultation, keep in touch with the internal directors, senior managers and relevant staff of the company, timely learn the progress of major matters of the company and master the operation dynamics of the company. (IV) cooperation of listed companies with independent directors
The president, Secretary of the board of directors and other senior managers of the company have maintained regular communication with us, so that we can timely understand the operation status of the company and obtain information that can make independent judgment in time; Before the meeting, relevant meeting materials can be delivered timely and accurately, which effectively cooperates with the work of independent directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related / connected transactions
Our independent opinions on the company’s related / connected transactions during the reporting period are as follows:
Date of meeting session content of independent opinions
Independent opinions of the 7th board of directors on signing the procurement framework agreement with Yongfa Printing Co., Ltd. and the 16th meeting of daily customs / continuous connected transactions on January 19, 2021
Independent opinions of the 7th board of directors on the proposal of the 16th meeting of the round B financing and affiliated transaction of Shanghai Pharmaceuticals Holding Co.Ltd(601607) great health cloud Business Co., Ltd. on February 9, 2021
On March 26, 2021, the 10th independent meeting of the 7th board of directors on the company’s daily connected transactions / continuous connected transactions in 2021 is as follows:
The 7th session of the board of directors on May 11, 2021
Independent opinions of the 22nd Meeting on the proposal that the company meets the conditions for non-public development of A-share shares
Independent opinions on the proposal on the company’s non-public development of A-Shares to specific objects
Independent opinions on the proposal on the company’s plan for non-public development of A-Shares and the proposal on the feasibility analysis report on the use of funds raised by non-public development of A-Shares in 2021
Independent opinions on the proposal on the special report on the use of the company’s previously raised funds
Independent opinions on the proposal on diluting immediate return and filling measures for A-share shares of non-public development banks
Independent opinions on the proposal on the shareholder return planning of Shanghai Pharmaceuticals Holding Co.Ltd(601607) in the next three years (20212023)
Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to handle matters related to the non-public development of A-share shares and strategic cooperation
Independent opinions on the proposal on introducing strategic investors into the company
Independent opinions on the proposal on signing a conditional strategic cooperation agreement between the company and strategic investors
Independent opinions on the proposal on signing a conditional and effective share subscription contract between the company and the subscription object
Independent opinions on the proposal on the company’s non-public development of A-share shares involving related party transactions
The 7th session of the board of directors on May 27, 2021
Independent opinions of independent directors on the proposed transfer of 100% equity of the wholly-owned subsidiary of the controlling shareholder and related party / connected transactions at the 23rd Meeting
The seventh session of the board of directors on July 23, 2021
Independent opinions of the 24th Meeting on participating in the establishment of Shanghai Shangshi biomedical innovation and transformation private investment fund partnership (limited partnership) and related party transactions
On October 29, 2021, the 7th session of the board of directors
The 27th meeting on renewing the procurement framework agreement and daily connection / continuous connection with Yongfa Printing Co., Ltd
