Sichuan Kelun Pharmaceutical Co.Ltd(002422) independent director
Report on work in 2021
As an independent director of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as “the company”), during my tenure, I have been faithful, diligent and in strict accordance with the relevant laws and regulations such as the code for the governance of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the rules for independent directors of listed companies, as well as the provisions and requirements of the articles of association and the working system of independent directors Perform the duties of independent directors with due diligence, actively participate in the meetings of the company’s previous board of directors, general meetings of shareholders and relevant special committees, carefully consider various proposals of the company’s board of directors and special committees of the board of directors, express independent opinions and suggestions on major matters, give full play to individual expertise and professional knowledge, and put forward opinions and suggestions on the scientific decision-making and standardized operation of the company. Give full play to the independent supervision role and earnestly safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance and voting
(I) board meeting
In 2021, the company held 15 meetings of the board of directors. Since becoming an independent director, I should have attended 7 meetings and actually attended 7 meetings. I participated in all meetings by means of communication voting. If I was not entrusted to attend or absent from the meeting, I attended the meeting of the board of directors on time, carefully reviewed the proposals, exercised the voting right with a cautious attitude, and safeguarded the overall interests of the company and the interests of minority shareholders.
In 2021, I carefully considered all the proposals submitted to the board of directors and voted in favour without objection or abstention.
(II) general meeting of shareholders
In 2021, the company held two general meetings of shareholders, which were held by combining on-site voting and online voting. Since I was elected as an independent director at the 2020 general meeting of shareholders of the company, the company has not held a general meeting of shareholders.
2、 Independent opinions
Meeting time: prior approval opinions or independent opinions of independent directors on relevant matters at the session of the board of directors
Independent opinions on the appointment of senior managers of the company
In July 2021, the 7th board of directors agreed on the 2021 annual remuneration plan for senior managers of the company
Independent opinions of a meeting on the 21st
Independent opinions on the share repurchase plan of the company
Agreement on the transfer of Cisen Pharmaceutical Co.Ltd(603367) shares of listed company under the company agreement
And related party transactions
In July 2021, the seventh board of directors agreed on the independent opinion on the share repurchase plan of the company
2nd meeting on 28th
Agreement on the transfer of Cisen Pharmaceutical Co.Ltd(603367) shares of the listed company and relevant consent
Independent opinions on joint venture transactions
The seventh session of the board of directors in August 2021 on the company’s accumulated external guarantee and consent during the reporting period
Special explanation and independent opinions on fund occupation of the third meeting on the 24th
Agreement on the company’s 2021 restricted stock incentive plan
Independent opinion on matters
Agreement on matters related to the company’s employee stock ownership plan in 2021
Independent opinions of the 7th board of directors in November 2021
On the 6th meeting of the 29th, the company and its subsidiaries (branches) agreed to use their own funds to purchase
Independent opinions on matters related to buying financial products
Consent on the company’s adjustment of the purpose of part of the repurchased shares and cancellation
Independent opinion on item
Agreement on the company’s 2021 restricted stock incentive plan
Independent opinions on the seventh session of the board of directors in December 2021
Agreement on matters related to the company’s employee stock ownership plan in 2021 at the 7th Meeting on July 7
separate opinion
3、 On site investigation and on-site office of the company
In 2021, I reasonably arranged other working hours to conduct on-site investigation and understanding of the company, inspected the implementation of the resolutions of the board of directors and the general meeting of shareholders, kept close contact with the company’s directors, the Secretary of the board of directors, the person in charge of Finance and other relevant staff through telephone, wechat, email and other means, paid attention to the impact of external environment and market changes on the company, and paid attention to the relevant reports of the media on the company, Timely learn the progress of major events of the company and master the operation dynamics of the company. Before making resolutions on the major matters to be decided by the company, I carefully reviewed the materials provided by the company in advance, inquired from the relevant personnel of the company and understood the specific situation, exercised the voting rights independently, objectively and prudently, actively and effectively performed the duties of independent directors, and seriously safeguarded the interests of the company and all shareholders.
In order to ensure the effective exercise of functions and powers by independent directors and provide necessary conditions for independent directors to perform their duties, the company is able to fully communicate with independent directors on major matters such as the company’s production and operation when independent directors conduct field research or telephone information about the company, timely supplement or explain the supplementary materials required by independent directors, and provide effective assistance for independent directors to perform their duties.
4、 Participation in the work of special committees of the board of directors
During the reporting period, as the chairman of the nomination committee of the board of directors and a member of the strategy committee, I presided over one meeting of the nomination committee of the board of directors and participated in two meetings of the strategy committee of the board of directors. In accordance with the working rules of the nomination committee of the board of directors, the qualification of candidates for senior management of the company was reviewed, and the proposals such as 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 and the proposal on the appointment of the chief financial officer of the company were reviewed and submitted to the board of directors for deliberation.
Actively participated in the strategic decision-making discussion on equity sale, share acquisition and other matters, and issued opinions on the transfer of the controlling interests of Zhejiang Guojing and Guangdong Kelun, and the agreement to transfer Cisen Pharmaceutical Co.Ltd(603367) some shares.
5、 Other work done in protecting the rights and interests of investors
(I) information disclosure. Supervise and urge the company to comply with the requirements of relevant laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, actively understand the company’s production and operation and the progress of major matters from the company’s management during the preparation and disclosure of the company’s quarterly and annual reports, and maintain timely communication with the annual audit certified public accountants to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure.
(II) corporate governance and operation management. Deeply understand the company’s production and operation, financial status and business development, inspect and supervise the implementation of the company’s internal control system, the implementation of resolutions of the general meeting of shareholders and the board of directors, and the performance of senior executives, and actively communicate with the company’s management on the existing problems and development direction of the company. (III) strengthen the study and understanding of laws and regulations and improve the ability to protect the interests of the company and investors. By actively studying relevant laws, regulations, rules and other relevant documents, deepen the understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure of the company and protecting the interests of public shareholders, constantly improve their ability to perform their duties, provide better opinions and suggestions for the scientific decision-making and risk prevention of the company, and continuously improve the ability to protect the interests of the company and investors, Deepen the ideological awareness of consciously protecting the rights and interests of shareholders of the public. 6、 Other work
In 2021, the company’s operation was in good condition, the organizational structure of the management was stable and orderly, the convening and convening of the board of directors and the general meeting of shareholders met the legal procedures, and the relevant procedures were performed for major business decisions. Therefore, in 2021, the company did not propose to convene the board of directors, propose to hire or dismiss accounting firms, and propose to hire external audit institutions and consulting institutions. The above is the basic report on my performance of duties in 2021. In 2022, I will continue to uphold the spirit of integrity, diligence and responsibility to the company and all shareholders, faithfully fulfill the obligations of independent directors, give full play to the role of independent directors, strengthen communication and cooperation with the board of directors, the board of supervisors and the management, make use of my professional knowledge and experience to contribute to the development of the company, and effectively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. Finally, I would like to express my heartfelt thanks to the board of directors and relevant personnel for their assistance and active cooperation in the work of 2021!
Sichuan Kelun Pharmaceutical Co.Ltd(002422) independent director: Gao Jinbo April 11, 2022
