Betta Pharmaceuticals Co.Ltd(300558)
Report on the work of independent directors in 2021
(Huang Xinqi)
As an independent director of Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as “the company”), during my tenure in 2021, In strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association and the working system of independent directors, and in line with the principles of objectivity, impartiality and independence, Actively play the role of independent directors and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. Through the election of the first extraordinary general meeting of shareholders in 2021 held on January 22, 2021, I was elected as an independent director of the company, and my annual term of office is from January 22, 2021 to December 31, 2021. I hereby report my performance of the duties of independent directors in 2021 as follows: I. participation in the meeting
I actively participated in the board of directors, the special committee of the board of directors and the general meeting of shareholders held by the company, and I was not absent or did not attend the meeting of the board of directors for two consecutive times. With the attitude of diligence, carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of various proposals and put forward reasonable suggestions, and played a positive role in the correct and scientific decision-making of the board of directors. (I) attendance at the board of directors
Number of times to attend the board meeting number of times to attend the meeting in person number of times to attend the meeting by proxy number of times to be absent
12 12 0 0
1. I attended the meeting in person without authorization to entrust other independent directors to attend the meeting.
2. I voted in favor of all the proposals considered at the board meeting and did not raise any objection to any matter of the company. (II) attendance at special committees of the board of directors
Name of the Committee number of participants actual number of participants
Audit Committee 4
Salary and Assessment Committee 4
1. As the convener of the audit committee, I preside over the daily work of the audit committee in accordance with the requirements of the working rules of the special committee of the board of directors and other relevant systems, carefully listen to the work report of the internal audit department, and guide and supervise the internal audit work according to my professional financial knowledge and rich project experience. I convened and presided over all the meetings of the Audit Committee during the reporting period, carefully considered the company’s regular reports, the storage and use of raised funds, the internal control self-evaluation report, the appointment of audit institutions and other matters, effectively supervised the establishment and implementation of internal control, and earnestly fulfilled the responsibilities and obligations of the chairman of the audit committee.
2. As a member of the remuneration and appraisal committee, I reviewed the remuneration and performance plan of the company’s directors, supervisors and senior managers in 2021 according to the company’s performance implementation plan and performance management measures, effectively evaluated the work of the company’s directors, supervisors and senior managers according to the performance evaluation standards, and put forward reasonable suggestions; Reviewed the scheme of the company’s restricted stock incentive plan in 2021 and the implementation and assessment management measures, and reviewed the subject qualification of the incentive objects of the restricted stock incentive plan in 2021; Reviewed the adjustment, cancellation and exercise of the company’s 2018 stock option incentive plan, and earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee. (III) attendance at the general meeting of shareholders as nonvoting delegates
In 2021, the company held two general meetings of shareholders during my term of office, and I attended them as nonvoting delegates.
2、 Independent opinions
In 2021, my independent opinions on relevant matters with other independent directors of the company mainly include:
Time of meeting session
type
1. About the occupation and use of funds by the company’s controlling shareholders and other related parties
Special description and independent opinions on the external guarantee of the company
2. Independent opinions on 2020 profit distribution plan
3. On the report of the board of directors, supervisors and senior managers of the company in 2020
Opinions of independent personnel compensation proposal
2021 / 3 / 24 the third board of directors 4 Special agreement on the deposit and use of raised funds in 2020
Independent opinions on the report of the 16th meeting
5. Comments on the 2020 internal control self evaluation report
Opinions
6. Independent opinions on changes in accounting policies
7. Independent opinions on the company’s continuing employment of accounting firms
8. Independent opinions on the company’s purchase of principal guaranteed financial products
1. On the adjustment of the company’s 2018 stock option incentive plan
Independent opinions on the proposal on the exercise price of stock options
2. On the cancellation of the company’s 2018 stock option incentive plan
Partial granted options and adjustment of the list of incentive objects and the number of options
Independent opinion on the “quantitative proposal”
3. On the company’s 2018 (phase I) stock option
On April 28, 2021, the third board of directors plans to grant stock options for the first time, and the independent opinions on the proposal of the 17th meeting can be agreed in the third exercise period
4. On the company’s 2018 (phase II) stock options
The incentive plan grants stock options for the first time, and the second exercise period can be
Independent opinions on the motion on exercise of rights
5. On the company’s 2018 (phase II) stock option
Discussion on the Exercisability of reserved options in the first exercise period of incentive plan
Independent opinion on the case
The third board of directors on the cancellation of the company’s 2018 (phase I) stock options
Independent opinions on the proposal of the 18th Meeting on May 19, 2021 on the incentive plan to grant the option for the first time and not exercise the consent option at the expiration of the second exercise
2021 / 8 / 5 independent opinions of the third board of directors on the proposal on investment in double rainbow Biosciences, Inc. agreeing to the 20th meeting and related party transactions
1. About the occupation of funds by the company’s controlling shareholders and other related parties
2021 / 8 / 9 the special explanation and independent opinions of the third board of directors on the company’s external guarantee agreed to the 21st meeting 2 About the deposit and use of the company’s raised funds in the half year of 2021
Independent opinions on special report on utilization
1. On the nomination of Mr. Fan Jianxun for the third session of the board of directors
Independent opinions on the proposal for independent director candidates
The third board of directors 2 About the company’s 2021 restricted stock incentive plan (Draft)
2021 / 9 / 2 independent opinions on the proposal of the 22nd Meeting) and its summary 3 On the implementation of the company’s restricted stock incentive plan in 2021
The scientificity and rationality of the indicators set in the assessment management measures
Independent opinion of
1. About adjusting the restricted stock incentive plan in 2021 for the first time
2021 / 9 / 27 independent opinions on the list and number of incentive objects granted by the third board of directors agree with the 23rd Meeting 2 About the incentive to the restricted stock incentive plan in 2021
Independent opinions like the first grant of restricted shares
1. On the increase of the company’s forecast for daily connected transactions in 2021
2021 / 12 / 28 independent opinions on the proposal of the third session of directors and accountants agree with the 26th meeting 2 On the prediction of the company’s daily connected transactions in 2022
Independent opinions on the motion
3、 On site investigation of the company
The epidemic had a certain impact on my on-site participation in meetings and on-site investigation. The company organized and held the board of directors and shareholders’ meeting in the way of on-site combined with video conference to provide convenience for my participation.
I understand the company’s financial status and operating performance through visual contact and communication with external audit institutions. After strictly implementing the isolation policy, after coordination and arrangement, I visited the company in August 2021, visited the company’s production center, R & D center and headquarters park, had face-to-face communication with the company’s management, and listened to the work reports of the heads of the internal audit department, finance department and other departments. 4、 Work done in protecting the rights and interests of investors (I) continuous attention to the company’s information disclosure
During the reporting period, I continued to pay attention to the company’s information disclosure, and urged the company to perform its information disclosure obligations in a true, accurate, complete and timely manner in strict accordance with the relevant provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the measures for the administration of information disclosure of listed companies, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem and the articles of association, Earnestly safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. (II) effectively perform the duties of independent directors
I perform my duties in strict accordance with the provisions of relevant laws and regulations and the company’s system, continuously pay attention to the company’s operating conditions, the establishment and implementation of the company’s financial management and internal control systems, carefully review the proposals of each meeting, actively consult relevant documents, obtain various materials required for decision-making, and make independent, professional and objective judgments in combination with my own financial professional knowledge, Earnestly safeguard the legitimate rights and interests of the company and the majority of investors. I have worked for the company for no less than 15 working days in 2021. (III) continuously strengthen self-study
As an independent director of the company, I actively study the latest laws, regulations and rules of China Securities Regulatory Commission and Shenzhen Stock Exchange, and actively participate in the relevant training organized by various regulatory agencies and the company, which is beneficial to improving the performance ability and professional ability of independent directors, so as to effectively strengthen the ability to protect the interests of the company and investors. 5、 Other working conditions
In 2021, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, to employ or dismiss accounting firms, or to independently employ external audit institutions and consulting institutions.
I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the performance of my duties.
In 2022, I will continue to strengthen the study of relevant laws, regulations and systems based on the principles of prudence, diligence and loyalty, and continuously improve my ability to perform my duties; Continue to have an in-depth understanding of the company’s operation
