Betta Pharmaceuticals Co.Ltd(300558)
Report on the work of independent directors in 2021
（JIANGNAN CAI）
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. 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 a diligent and responsible attitude, I carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of each proposal, put forward reasonable suggestions based on my professional knowledge, and played a positive role in making scientific decisions for 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
13 13 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
Nomination Committee 2
Salary and Assessment Committee 4
1. As the convener of the remuneration and appraisal committee, I preside over the daily work of the remuneration and appraisal committee in accordance with the working rules of the special committee of the board of directors and other relevant systems. I convened and presided over all meetings of the remuneration and assessment committee during the reporting period, expressed objective and fair opinions on the formulation and implementation of the remuneration policy, performance and reward and punishment system of the company’s directors and senior managers, and deliberated and passed the proposal on the remuneration of the company’s directors, supervisors and senior managers in 2020; According to the actual development of the company’s 2018 stock option incentive plan, the adjustment, cancellation and exercise of the company’s 2018 stock option incentive plan were reviewed and approved; In order to better motivate employees and attract and retain excellent management talents and business backbones, the company reviewed and approved the 2021 restricted stock incentive plan (Draft), formulated the management measures for the implementation and assessment of 2021 restricted stock incentive plan, and verified the subject qualification of the incentive objects of 2021 restricted stock incentive plan.
2. As a member of the nomination committee of the third session of the board of directors, I carefully examined the qualifications of the candidates nominated by the board of directors in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and earnestly fulfilled the responsibilities and obligations of the members of the nomination committee. (III) attendance at the general meeting of shareholders as nonvoting delegates
In 2021, the company held three general meetings of shareholders, and I attended the 2020 general meeting of shareholders and the second extraordinary general meeting of shareholders in 2021. 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. On the distribution of accumulated profits before the company issues H shares and goes public
Independent opinions on the proposal of allocation scheme
2. On the nomination of Ms. Tong Jia as the third board of directors
Independent opinions on the proposal of candidates for legislative director
3. On the nomination of Ms. Huang Xinqi as the sole director of the third board of directors
Independent opinions on the proposal of candidates for legislative director
The third board of directors 4 Comments on the proposal on the prediction of the company’s daily connected transactions
2021 / 1 / 5 14th meeting independent opinion agreed
5. On the replacement of pre invested raised investment items with raised funds
And the proposal of self raised funds for which the issuance expenses have been paid
separate opinion
6. On cash management with idle raised funds
Independent opinions on the motion
7. Special on the actual occurrence of daily connected transactions in 2020
Item opinion
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 Independent opinions on the report of the 16th meeting of the Special Committee on the deposit and use of raised funds in 2020
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 (the 22nd Meeting) and its summary 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
On December 28, 2021, the independent opinions on the proposal of the third session of the board of directors on Accounting agreed
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
In 2021, I made full use of the opportunity of attending the board of directors and other meetings to make many on-site visits to the company, listen to the reports of the company’s management on the company’s development strategy, operation and management and financial status, and discuss with the company’s management on the support of national policies for scientific and technological innovation and the development prospect of Chinese innovative drugs.
Through daily telephone and e-mail, he keeps close contact with other directors, senior executives and other relevant staff of the company, pays attention to the reports of the company by external media and network, timely understands the operation and financial status of the company, and earnestly performs the duties of independent directors. 4、 Work done in protecting the rights and interests of investors (I) continuous attention to the company’s information disclosure
I urge the company to perform the obligation of information disclosure in strict accordance with the relevant provisions of laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, management measures for information disclosure of listed companies, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association, so as to ensure the authenticity, accuracy, integrity and timeliness of the disclosed information and further improve the quality of information disclosure. (II) effective performance
