Honz Pharmaceutical Co.Ltd(300086)
Report on the work of independent directors in 2021
(Zheng Jianzhao)
As an independent director of Honz Pharmaceutical Co.Ltd(300086) (hereinafter referred to as “the company”), I
Relevant regulations and requirements such as the administration of justice, the articles of association and the working system of independent directors of the company. In 2021, they performed their duties honestly, diligently and conscientiously, actively attended relevant meetings, carefully considered various proposals of the board of directors, gave full play to the independent and professional role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Participation in the board of directors and shareholders’ meeting of the company
During the reporting period of 2021, the company held 10 board meetings and 1 general meeting of shareholders.
I have been an independent director of the company since December 19, 2019. Directors I should attend during the reporting period
There were 10 meetings in total, all of which were attended in person. There was no case of not attending the meeting in person for two consecutive times. During my tenure, I carefully considered the proposals submitted to the board of directors, maintained full communication with the company’s management, and exercised the voting right with a prudent attitude. I believe that the convening of the board of directors of the company complies with the legal procedures, and the relevant examination and approval procedures have been performed for major matters, which are legal and effective. Therefore, I voted in favour of all proposals of the board of directors of the company I attended in 2021, and there were no objections to any matters raised Waiver.
2、 Independent opinions
In 2021, as an independent director, I gave special opinions on the following matters of the company:
Date: meeting session type of independent opinion approved in advance
Independent opinions of the 5th board of directors on the revision of the 12th employee stock ownership plan of the Honz Pharmaceutical Co.Ltd(300086) first meeting on April 2, 2021 and its summary
1. Proposal on the company’s 2020 profit distribution plan
Opinions;
2. Deposit and use of raised funds in 2020
Independent opinion on the situation;
The 5th board of directors in April 2021 3 Self evaluation report on the company’s internal control in 2020
Independent opinions of the 13th report of the meeting on June 22; Agree 4 Report on the company’s securities investment in 2020
Opinions;
5. About the daily related party transactions expected in 2021
Prior approval and independent opinions;
6. Notice on applying for comprehensive credit line from financial institutions
Opinions;
7. Information on the company’s external guarantee in 2020
Funds occupied by controlling shareholders and other related parties
Independent opinion.
1. Independent opinions on employing the company’s audit institution in 2021
Opinions;
2. About Yunnan Jiuzhou hospital Co., Ltd., Kunming Hewan hospital
In June 2021, the Fifth Board of directors of Jiajia maternity hospital Co., Ltd. agreed to the independent opinion of meeting the 15th performance commitment on June 7, 2018;
3. Commitment on performance adjustment of Hainan Hongshi Investment Co., Ltd
Promise scheme and signing relevant supplementary agreements and related party transactions
Independent opinion.
1. About the sale of Guangdong Kangzhi Hospital Management Co., Ltd
100% shares of the company and indirect transfer of Yunnan Jiuzhou hospital
In June 2021, the 5th board of directors and Kunming hewanjia maternity hospital Co., Ltd. respectively agreed to the independent opinion of 51% equity at the 16th meeting on June 18;
2. Independent guarantee for wholly-owned subsidiaries of the company
opinion.
1. About the external guarantee of the company in the first half of 2021
In August 2021, the controlling shareholders and other related parties of the 5th board of directors occupied the company’s funds
Independent opinions on the situation of the 17th meeting on June 26; Agree 2 About the deposit of raised funds of the company in the half year of 2021
Independent opinions on the special report related to the actual use.
Independent consent to the election and nomination of candidates for chief financial officer of the Fifth Board of directors on September 30, 2021
Independent opinions of the 5th board of directors in 2021 on canceling the 2018 stock option incentive plan and agreeing to the 20th plan of partial stock options at the meeting on November 1
About termination
In 2021, the 5th board of directors made a statement to specific
On November 23, the 21st Meeting of the board of directors agreed to the issue of A-Shares and the independent opinions on the issue of shares on the date of terminating the issue of A-Shares to specific objects
Prior recognition
Can comment
3、 Work of professional committees of the board of directors
Since December 19, 2019, I have been employed as chairman of the audit committee and member of the nomination committee of the company
During the reporting period, I actively performed my duties in accordance with the company law, the guidelines for the governance of listed companies, the rules of procedure of each committee and other relevant laws, regulations and rules. The bills considered by each committee in 2021 are as follows:
1. Audit Committee
During the reporting period, the audit committee held 8 meetings in total. The committee played the role of a professional committee in the company’s regular report, audit report on the special storage and use of raised funds, audit report on the implementation of internal control and other matters, carefully reviewed the professional qualification and professional ability of the proposed audit institution, and reviewed the appointment of the head of the audit and supervision department of the company, Carefully deliberated on the performance adjustment commitment plan of Hainan Hongshi Investment Co., Ltd. and the signing of relevant supplementary agreements and related party transactions, and unanimously deliberated and adopted various proposals. During the preparation of the company’s regular report and the audit of the annual report, he actively communicated with the annual audit accountant, reviewed the financial report, and earnestly performed his professional responsibilities.
2. Remuneration and assessment committee
In 2021, the remuneration and assessment committee held a meeting to discuss the proposal to cancel some stock options of the 2018 stock option incentive plan, which was unanimously deliberated and adopted. The remuneration and assessment committee has actively performed its duties in accordance with the provisions of relevant laws, regulations and rules, such as the company law, the guidelines for the governance of listed companies and the rules of procedure of the remuneration and assessment committee.
3. Nomination Committee
In 2021, the nomination committee held a meeting to discuss the change of the company’s chief financial officer, which was unanimously deliberated and adopted. The nomination committee has actively performed its duties in accordance with the company law, the guidelines for the governance of listed companies, the rules of procedure of the nomination committee and other relevant laws, regulations and rules.
4. Strategy Committee
In 2021, the strategy committee held two meetings on the sale of 100% shares of Guangdong Kangzhi Hospital Management Co., Ltd., the indirect transfer of 51% shares of Yunnan Jiuzhou hospital Co., Ltd. and Kunming hewanjia maternity hospital Co., Ltd., the signing of strategic cooperation framework agreement between the company and Jinxin Reproductive Medicine Group Co., Ltd., the provision of guarantee for the wholly-owned subsidiary of the company Matters related to the termination of the issuance of A-Shares to specific objects were discussed, and the above matters were unanimously considered and adopted.
The strategy committee has actively performed its duties in accordance with the company law, the guidelines for the governance of listed companies, the rules of procedure of the strategy committee and other relevant laws, regulations and rules.
4、 On site inspection of the company
During the reporting period, I went deep into the company’s field investigation as required to understand the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, the use of raised funds, foreign investment, foreign guarantee and related party transactions, listened to the company’s management’s report on the company’s operation and standardized operation, and strengthened cooperation with the company’s directors, supervisors Communicate with senior management and relevant personnel, learn the progress of major matters of the company in time, and master the dynamics of the company. I always pay attention to the impact of the external environment and market changes on the company, pay attention to the relevant reports of the media and network, and effectively give full play to the responsibilities of independent directors.
5、 Other work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, urge the company to strictly comply with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s information disclosure.
2. Perform the duties of independent directors in accordance with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations; At the same time, I adhere to the principles of prudence, diligence and honesty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with the company’s management, protect the legitimate rights and interests of investors and promote the steady development of the company.
6、 Training and learning
Since taking office, I have carefully studied laws, regulations, various rules and regulations, relevant violation cases and other learning materials sent by the company, actively participated in the continuous re education and training of independent directors of listed companies held by Shenzhen Stock Exchange, deepened my understanding and understanding of relevant laws and regulations such as regulating corporate governance and protecting the rights and interests of social public shareholders, and continuously improved my ability to perform my duties, It provides better opinions and suggestions for the company’s scientific decision-making and risk prevention, and effectively strengthens the ability to protect the legitimate rights and interests of the company and investors.
7、 Other working conditions
1. No independent directors proposed to convene the board of directors;
2. No independent director proposed to hire or dismiss the accounting firm;
3. There are no external audit institutions and consulting institutions employed by independent directors.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and make suggestions for the healthy development of the company. We sincerely hope that under the leadership of the board of directors, the company will conduct steady and standardized operation, continuously enhance and improve the profitability of the company, and make the company develop continuously, stably and healthily.
Hereby report, thank you!
Independent director: Zheng Jianzhao April 6, 2022
