Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) independent director
Report on work in 2021
As an independent director of the third board of directors of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as "the company"), in accordance with the rights and obligations conferred by the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, the stock listing rules of Shanghai Stock Exchange, the articles of association, the working system of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) independent directors and other relevant provisions, In our work in 2021, we practiced the obligation of integrity and diligence, gave full play to and used our professional advantages and independent role, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. Now the work report of the company's independent directors in 2021 is as follows:
1、 Basic information of independent directors
On April 19, 2019, the company's 2018 annual general meeting elected Ms. Zhang Yinan, Mr. Wang Xue and Mr. Han Haimin as independent directors of the third board of directors of the company. For personal reasons, Mr. Wang Xue submitted his resignation to the board of directors on January 11, 2021 and resigned as an independent director of the company. Since the number of independent directors on the board of directors of the company was less than the minimum quorum after Mr. Wang Xue resigned, Mr. Wang Xue continued to perform his duties as an independent director until the new independent director took office. On May 26, 2021, the 2020 annual general meeting of shareholders of the company elected Mr. Wang Ruwei as an independent director of the third board of directors.
(I) basic personal information
1. Ms. Zhang Yinan: born in 1976, Chinese nationality, master's degree, lawyer. He used to be a lawyer and partner of Zhejiang Zeda law firm, and now he is a lawyer and partner of Guohao law firm (Hangzhou). He is also the deputy director of the finance and Insurance Professional Committee of Zhejiang Lawyers Association, the Secretary General of the securities and capital market professional committee of Zhejiang Lawyers Association, the deputy director of the securities professional committee of Hangzhou Lawyers Association and the independent director of the company. 2. Mr. Wang Xue, born in 1977, Chinese nationality, master of business administration. He used to be manager of marketing department, manager of planning department, assistant to general manager, director, deputy general manager, Secretary of the board of directors and independent director of Shanghai Ruiqi Tools Co., Ltd; He is currently the chairman of Tianma lundao (Shanghai) Information Technology Co., Ltd. and Fangma Lailai (Shanghai) Network Technology Co., Ltd; He also serves as a director of Beijing Gaopeng Tianxia Investment Management Co., Ltd., a supervisor of Shanghai yishanmu Education Technology Co., Ltd., a director of Shanghai Shanggong Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. and a director of Aluminum Group (Shanghai) Internet Technology Co., Ltd.
3. Mr. Han Haimin, male, born in 1973, with bachelor degree, senior accountant and certified tax agent, served as the chief of the tax management section of the first and second branches directly under Zhejiang Zhoushan Local Taxation Bureau from January 2004 to may 2013; From May 2013 to February 2015, he served as the deputy director (presiding over the work) of the investment promotion service division of the Management Committee of China (Zhoushan) bulk commodity trading center and the deputy director of the supervision and management division; At present, he is Servyou Software Group Co.Ltd(603171) researcher, senior tax consultant, expert tax lecturer and independent director of the company.
4. Mr. Wang Ruwei, male, born in December 1967, Chinese nationality, without permanent overseas residency. Doctor of medicine, professor level senior engineer and doctoral supervisor, national Shimane University, Japan. Member of the 10th and 11th National Pharmacopoeia Committee. He once served as vice president of the Sixth Affiliated Hospital of Wenzhou Medical University, vice chairman / President of Zhejiang Conba Pharmaceutical Co.Ltd(600572) company (A-share main board), vice chairman and President of Jiahe Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (Hong Kong stock main board), and Hangzhou Tigermed Consulting Co.Ltd(300347) vice president (a + H). Now he is the managing director and independent director of Hangzhou Tailong venture capital partnership (limited partnership).
(II) independence description
As independent directors of the company, we, our immediate family members and major social relations members do not hold shares of the company, have no employment relationship or transaction relationship with the company, and have not obtained additional and undisclosed interests from the company, major shareholders of the company or interested institutions and personnel. We have no circumstances that affect our independence, meet the job requirements specified in the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, and do not violate the contents of the statement and commitment of directors. 2、 Annual performance of independent directors
During the reporting period, based on the principles of independence and objectivity, we fulfilled the obligations of good faith and diligence, and actively safeguarded the rights and interests of shareholders. During the deliberation of relevant matters, we put forward reasonable opinions and suggestions based on years of practical accumulation and professional qualification and ability, and expressed clear opinions with reasonable caution on the proposals with prior approval and independent opinions and those related to the vital interests of minority shareholders.
(I) attendance at the board of directors
Name number of attendance number of attendance in person number of attendance by communication
Han Haimin 10
Wang Ruwei 7
(II) attendance at special committees of the board of directors
Name audit committee strategy committee salary and assessment committee Nomination Committee absences
Zhang Yinan 4 / / 2 0
Wang Xue / 1 2 1 0
Han Haimin 4 / 2 / 0
Wang Ruwei / / 1 0
(III) attendance at the general meeting of shareholders
Name number of attendance number of attendance in person
Zhang Yinan 2 1
Wang Xue 2 1
Han Haimin 2 1
Wang Ruwei //
(IV) on site investigation and cooperation of listed companies
During the reporting period, in addition to attending the meetings of the board of directors and the general meeting of shareholders, we actively visited the company to understand the company's production, operation and financial situation; And keep close contact with other directors and executives of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, and timely learn about the progress of major events of the company.
Before the convening of the board of directors and related meetings, the company carefully organized and timely and accurately transmitted the meeting materials, which provided convenient conditions for our work, actively and effectively cooperated with our work and provided comprehensive support for us to perform our duties.
3、 Key issues of independent directors' annual performance
(I) related party transactions
In accordance with the requirements of the standards for the governance of listed companies of the CSRC and the stock listing rules of the Shanghai Stock Exchange, based on the principles of objectivity, fairness and impartiality, and on the basis of carefully reviewing relevant bills and materials, we conducted a reasonable and cautious pre audit of the company's daily related transaction plan in 2021, and issued pre approval opinions and independent opinions. We believe that the related matters of the company's daily related party transactions in 2021 follow the principles of fairness, impartiality, voluntariness and integrity, comply with the provisions of relevant laws and regulations and normative documents, the decision-making procedures are legal and effective, the pricing is fair, there is no transfer of interests, the company will not form a large dependence on related parties, and there is no damage to the interests of the company or shareholders, especially the interests of non related shareholders and minority shareholders.
(II) external guarantee and fund occupation
During the reporting period, in accordance with the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies and other relevant provisions of the CSRC, after careful verification, we believe that the company has strictly standardized the management of external guarantees, effectively controlled financial and operational risks, and there is no external guarantee, There is no illegal occupation of the company's funds with the controlling shareholders and other related parties except for operating capital transactions, nor does it provide entrusted loans or repay debts to the controlling shareholders and other related parties through financial institutions.
(III) use of raised funds
During the reporting period, we focused on the supervision and review of the use of the raised funds of the company in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies of China Securities Regulatory Commission and the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation. We believe that: the deposit, use The adjustment and account cancellation process fully complies with the requirements of relevant laws and regulations, and there is no violation of regulations, no disguised change in the investment direction of raised funds and damage to the interests of shareholders, and no violation of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation and the management system of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) raised funds.
(IV) nomination and remuneration of directors and senior managers
During the reporting period, we carefully reviewed the educational background, work experience and other relevant materials of candidates for the third board of directors and senior management, and considered that they have relevant professional knowledge and decision-making ability, and the nomination and appointment procedures comply with the requirements of laws and regulations; At the same time, we reviewed the formulation and payment of the remuneration of the company's directors and senior managers in 2021 and found that it was in line with the company's remuneration management system
(V) equity incentive
During the reporting period, the company conducted performance appraisal on the incentive objects granted for the first time and reserved for grant in 2018 equity incentive plan, and repurchased and lifted the ban on shares according to the appraisal results. After verification, we believe that the repurchase and lifting of the company's equity incentive plan have fulfilled the corresponding decision-making procedures and meet the requirements of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2018 restricted stock incentive plan and Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2018 restricted stock incentive plan implementation assessment management measures, and there is no situation damaging the interests of the company and all shareholders.
(VI) performance forecast and performance express
During the reporting period, the company issued the announcement of 2020 annual performance express. We believe that the above-mentioned performance express is disclosed in strict accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange. There is no significant difference between the financial data and indicators and the actual data and indicators disclosed in the relevant periodic reports, which is in line with the relevant provisions of the stock listing rules of Shanghai Stock Exchange.
(VII) appointment of accounting firms
During the reporting period, we issued prior approval opinions and independent opinions on the renewal of the accounting firm. We believe that Lixin Certified Public Accountants (special general partnership) is qualified for securities practice, has rich experience in providing audit services for listed companies, adheres to the principles of independent, objective and fair audit in the process of practice, and can complete all the work entrusted by the company within the agreed time limit. During his tenure as the company's audit institution, he followed the independent audit standards for Chinese certified public accountants, and was diligent, conscientious and We carried out the audit work in a down-to-earth manner and completed all the audit work of the company. We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
(VIII) cash dividends and other investor returns
During the reporting period, with the approval of the 2020 annual general meeting of shareholders, the company distributed a cash dividend of RMB 0.312 per share (including tax) to all shareholders based on the total share capital on the equity registration date of profit distribution in 2020. We believe that the 2020 profit distribution plan of the company takes into account the reasonable investment return of investors and the sustainable development of the company, and is in line with the No. 3 guidelines for the supervision of listed companies - cash dividends of listed companies issued by the CSRC The decision-making procedures performed in accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association and the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) shareholders' dividend return plan (20212023), comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company or shareholders, especially the interests of minority shareholders.
(IX) performance of commitments of the company and shareholders
During the reporting period, the company, shareholders and actual controllers strictly fulfilled all commitments, and there was no violation of commitments.
(x) implementation of information disclosure
During the reporting period, the company disclosed 4 regular reports and 79 temporary announcements. We believe that the company has done a good job of information disclosure truthfully, accurately and completely in strict accordance with the provisions of the stock listing rules of Shanghai Stock Exchange, the articles of association, the management system of company information disclosure and other normative documents, and there are no false records, misleading statements or major omissions, It ensures the timeliness and fairness of information disclosure and effectively protects the legitimate rights and interests of investors.
（11） Implementation of internal control
We have carefully reviewed the company's internal control evaluation report in 2020 and made the following independent opinions: the company has basically established a standardized and sound internal control system, which can ensure the integrity, rationality and effectiveness of the implementation of the internal control system, so as to improve the effect and efficiency of the company's operation, enhance the reliability of the company's information disclosure and ensure the legality and compliance of the company's behavior; During the reporting period, the company's internal control system was basically sound and effective, and there was no violation of the basic norms of enterprise internal control, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation and relevant regulations of the company
