Xiamen Amoytop Biotech Co.Ltd(688278)
Report on the work of independent directors in 2021
As an independent director of the board of directors of Xiamen Amoytop Biotech Co.Ltd(688278) (hereinafter referred to as “the company” or ” Xiamen Amoytop Biotech Co.Ltd(688278) “), we faithfully and diligently perform the duties of independent directors and pay close attention to the operation and major matters of the company in accordance with the requirements of the company law, the securities law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the governance standards of listed companies and the articles of association, Strive to safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
On September 10, 2021, the company completed the general election of the board of directors. The first extraordinary general meeting of shareholders of the company in 2021 elected Ms. Jiang Xiaohui, Mr. Zhou Kefu and Mr. Liu Qi as independent directors of the eighth board of directors, and Ms. Jia Lina, Mr. Chen Qingxi and Mr. Li Chaodong, independent directors of the seventh board of directors, resigned due to the expiration of their terms of office. The independent directors of the company before and after the change of office are as follows:
(I) personal work experience, professional background and part-time work
Ms. Jiang Xiaohui, born in February 1955, Chinese nationality, without overseas permanent residency, doctor of economics, Central South University of Finance and Economics (now Central South University of Finance and economics and law). From January 1999 to August 2003, he served as Professor, vice president and President of the school of Finance and economics of Jimei University; From September 2003 to February 2015, he served as professor and Dean of the school of Business Administration of Jimei University; From September 2016 to August 2019, he served as a professor of Anxi Tea College of Fujian agriculture and Forestry University; From November 2016 to December 2020, he served as professor and President of the school of economics and management of Xiamen Nanyang Vocational College; He once served as the evaluation expert of Xiamen Municipal Bureau of Commerce and the legislative consulting expert of Xiamen Municipal People’s government; Currently, he is a review expert of Xiamen industry and Information Technology Bureau, a professor of Xiamen performing arts vocational college, a managing director of Fujian women’s science and technology workers association, and an Xiamen Amoytop Biotech Co.Ltd(688278) independent director of Xiamen Dongang Technology Co., Ltd.
Mr. Zhou Kefu, born in March 1966, Chinese nationality, without permanent residency abroad, doctor of zoology, Xiamen University. From December 1991 to July 2011, he successively served as teaching assistant, lecturer and associate professor of the school of life sciences of Xiamen University; He is now an associate professor and Xiamen Amoytop Biotech Co.Ltd(688278) independent director of the school of environment and ecology of Xiamen University.
Mr. Liu Qi, born in February 1977, Chinese nationality, without overseas permanent residency, doctor of accounting, Central South University of economics and law, certified public accountant (non practicing). Since July 2002, he has taught in the school of accounting of Central South University of economics and law. He is now a professor of the school of accounting of Central South University of economics and law. From November 2015 to June 2020, he served as a director of Wuhan Tianhong Environmental Protection Industry Co., Ltd; He is now an Xiamen Amoytop Biotech Co.Ltd(688278) independent director of Guangdong Audi Sensor Technology Co., Ltd., Hassen Trading (China) Co., Ltd., Guangdong Saiwei Electronics Co., Ltd.
Ms. Jia Lina, born in July 1967, Chinese nationality, without permanent residency abroad. He is now the managing partner of zhongtianyun Certified Public Accountants (special general partnership) and the independent director of Morgan Stanley Huaxin Fund Management Co., Ltd. Former Xiamen Amoytop Biotech Co.Ltd(688278) independent director.
Mr. Chen Qingxi, born in February 1959, Chinese nationality, has no right of permanent residence abroad. He once served as lecturer and associate professor of the Department of biology of Xiamen University, professor and doctoral supervisor of the school of life sciences of Xiamen University, distinguished professor of Xiamen University, director of China Society of Biochemistry and molecular biology, vice president and Secretary General of Xiamen society of Biochemistry and molecular biology, Xiamen Amoytop Biotech Co.Ltd(688278) independent director.
Mr. Li Chaodong, born in November 1964, Chinese nationality, has no right of permanent residence abroad. He is currently the partner and director of Fujian Mingding law firm, and once served as the partner and Xiamen Amoytop Biotech Co.Ltd(688278) independent director of Fujian Tiansheng alliance law firm.
(II) independence description
As an independent director, I, my immediate family members and major social relations do not work in the company or its subsidiaries, nor in the company’s affiliated enterprises, nor provide financial, legal, consulting and other services for the company or its subsidiaries, meet the requirements of relevant laws and regulations on employment conditions and independence, ensure objective and independent professional judgment, and there is no situation that affects the independence of listed companies and the independence of independent directors.
2、 Annual performance of independent directors
(I) attendance at the meeting
During the reporting period, we actively participated in the board of directors and shareholders’ meeting held by the company in a diligent and responsible manner, carefully reviewed the relevant materials of the meeting and voted carefully, and effectively safeguarded the legitimate rights and interests of the company and shareholders. The attendance at the meeting is as follows:
Name of the directors who should attend the board of directors actually attended the board of directors entrusted to attend the board of directors absent from the board of directors number of meetings number of meetings
Jiang Xiaohui 3 3 0 0 0
Zhou Kefu 3 3 0 0 0
Liu Qi 3 3 0 0
Jia Lina 3 3 0 0 2
(leaving office upon expiration)
Chen Qingxi 3 300 2
(leaving office upon expiration)
Li Chaodong 3 300 02
(leaving office upon expiration)
(II) work in the special committees of the board of directors
As members of the special committees of the board of directors, we attended the meetings of the special committees in strict accordance with the requirements during our respective terms of office. During the reporting period, the special committee of the board of directors of the company held 8 meetings, including 2 meetings of the strategy committee, 4 meetings of the audit committee, 1 meeting of the salary and assessment committee and 1 meeting of the nomination committee. In 2021, all proposals considered by the board of directors of the company were voted and passed. We paid attention to key issues and expressed independent opinions. There was no objection to the proposal of the board of directors and other non board of directors. As an independent director of the company, we made full use of our professional knowledge and work experience to provide opinions and suggestions for the decision-making of major matters of the company, and effectively improved the scientific governance level of the company.
(III) on site investigation and cooperation of the company
We have been informed of the company’s annual production and operation status through regular on-site visits and on-site meetings in 2021. During the reporting period, we also kept in touch with other directors, supervisors, senior managers and relevant staff of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to the dynamics of the company’s public opinion, and offer suggestions for the steady and long-term development of the company. The management of the company attaches great importance to communication with us, actively reports the production and operation, and provides necessary conditions and support for our performance of duties.
3、 Key issues of annual performance
(I) related party transactions
During the reporting period, we checked the related party transactions of the company in accordance with the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the management system of related party transactions and other relevant provisions, and the company did not have related party transactions.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
(III) use of raised funds
During the reporting period, we carefully checked the actual use of the company’s raised funds, and believed that the storage and use of the company’s raised funds met the requirements of relevant laws and regulations, the fund use procedures were standardized, the actual investment projects were consistent with the promised investment projects, did not affect the normal implementation of the raised funds investment projects, and there was no situation of changing the investment direction of the raised funds and damaging the interests of the company’s shareholders, especially the interests of minority shareholders.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
On September 10, 2021, the company held the first meeting of the eighth board of directors, deliberated and passed 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 Secretary of the board of directors of the company, the proposal on the appointment of the financial director of the company and other proposals. We reviewed the qualifications, educational experience, working background and professional ability of the candidates and expressed independent opinions, The appointment of senior managers of the company this time complies with the provisions of laws and regulations and the articles of association. During the reporting period, the company carried out post performance evaluation and assessment on directors and senior managers in strict accordance with the implementation rules of the remuneration and assessment committee of the board of directors and other relevant provisions, and the payment of remuneration was in line with the provisions of the remuneration and assessment system.
(VI) performance forecast and performance express
During the reporting period, the company disclosed the annual performance forecast and performance express as required. The information disclosure followed the principles of authenticity, accuracy, integrity, timeliness and fairness, and safeguarded the rights and interests of investors.
(VII) appointment or replacement of accounting firms
During the reporting period, the company continued to employ Rongcheng Certified Public Accountants (special general partnership) as the company’s 2021 financial report and internal control audit institution. We have carefully checked the professional ability and audit experience of accountants, and believe that Rongcheng Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies and can meet the needs of the company’s annual audit. The review and voting procedures of this renewed accounting firm comply with relevant laws, regulations and the articles of association.
(VIII) cash dividends and other investor returns
During the reporting period, the board of directors put forward the annual profit distribution plan taking into account the development of the company and the interests of shareholders. The plan fully takes into account the current profitability, capital demand and industry characteristics of the company, which is conducive to the sustainable, stable and long-term development of the company and does not damage the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
(IX) performance of commitments of the company and shareholders
During the reporting period, we paid attention to the performance of the commitments made by the company, the actual controller and other shareholders to avoid horizontal competition, regulate related party transactions and restrict the sale of shares. The above commitments were strictly observed and there was no breach of commitments.
(x) implementation of information disclosure
During the reporting period, we continued to pay attention to the company’s information disclosure and believed that the company carried out information disclosure in a true, accurate, complete and fair manner in strict accordance with the requirements of relevant laws and regulations and normative documents, without false records, misleading statements or major omissions, and effectively safeguarded the legitimate rights and interests of the company and the majority of investors.
（11） Implementation of internal control
During the reporting period, the company actively promoted the construction of enterprise internal control standard system, established a relatively complete internal control system, and 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. We have carefully reviewed the report on the company’s internal control system in 2021, which objectively reflects the current situation of the company’s internal control system and its operation.
（12） Operation of the board of directors and its subordinate special committees
During the reporting period, the strategy committee, the audit committee, the nomination committee and the remuneration and assessment committee under the board of directors earnestly carried out various work, faithfully and diligently performed various duties, and played a positive role in the standardized operation of the company and the scientific decision-making of the board of directors.
（13） New business development
During the reporting period, the company did not carry out new business.
（14） Other matters that the independent directors think the listed company needs to improve
We believe that during the reporting period, the company operated normally and the corporate governance system was relatively perfect. At present, there are no matters that need to be improved.
4、 Overall evaluation and recommendations
During the reporting period, based on the principles of objectivity, impartiality and independence, we carefully reviewed various meeting proposals, financial reports and other documents submitted by the company, faithfully and diligently performed our duties, and earnestly safeguarded the rights and interests of all shareholders, especially small and medium-sized investors.
In 2022, we will continue to perform our duties honestly and diligently, further strengthen communication with the company’s directors, supervisors and senior managers, give full play to our professional advantages, continuously improve our ability to perform our duties, further promote the standardized operation of the company and promote the sustainable development of the company.
Xiamen Amoytop Biotech Co.Ltd(688278) independent directors: Jiang Xiaohui, Zhou Kefu, Liu Qi, Jia Lina, Chen Qingxi, Li Chaodong March 30, 2022
