Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
2021 annual report of independent directors
Shareholders and representatives:
As an independent director of Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (hereinafter referred to as "the company"), I attended relevant meetings, deliberated on various proposals of the meeting, expressed independent opinions on relevant proposals of the board of directors, and performed the duties of independent directors with due diligence and diligence in accordance with the company law, rules for independent directors of listed companies, working system of independent directors, articles of association and relevant laws and regulations. The work in 2021 is briefly reported as follows:
1、 Attendance and voting
During the reporting period, the company held 2 Shareholders' meetings, and I attended 2 meetings on site; During the reporting period, the company held 10 meetings of the board of directors. I should attend 10 meetings during my tenure, all of which were attended in person. The details of the attendance of the board of directors are shown in the table below. As an independent director, when attending the meeting of the board of directors, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, and exercised the voting right with a cautious attitude.
Number of times to attend the meeting actually number of times to attend the meeting entrusted number of times to attend whether the number of times to be absent has not attended the meeting in person for two consecutive times
10 0 0 0 no
2、 Independent opinions
As an independent director of Shenzhen Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) Pharmaceutical Co., Ltd., in accordance with the provisions of the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of the main board and other relevant laws and regulations Express their own independent opinions on the use and management of raised funds and the remuneration of senior managers, so as to ensure the standardized operation of the company. The details are as follows:
1. On January 12, 2021, he expressed independent opinions on the matters on the transfer of kymab equity considered at the sixth meeting of the Fifth Board of directors.
2. On March 22, 2021, the company issued a statement on the profit distribution plan for 2020, the shareholder return plan for the next three years (20212023), the renewal of the accounting firm and other matters considered at the seventh meeting of the Fifth Board of directors
Prior approval opinions; On March 29, 2021, the company reviewed the profit distribution plan for 2020, the shareholder return plan for the next three years (20212023), the remuneration of senior managers in 2020, the special report on the deposit and use of raised funds in 2020, the self-evaluation report on internal control in 2020, the capital transactions of related parties and the external guarantees of listed companies In 2021, he expressed independent opinions on the application for credit line and guarantee from the bank, the purchase of financial products and cash management with idle raised funds of H shares, the trading of foreign exchange derivatives in 2021, the renewal of accounting firm, external donation and other matters.
3. On April 19, 2021, he expressed independent opinions on the matters on external donation considered at the eighth meeting of the Fifth Board of directors.
4. On July 23, 2021, he expressed independent opinions on matters such as external donations to support flood fighting and disaster relief considered at the 10th meeting of the Fifth Board of directors.
5. On August 26, 2021, he expressed independent opinions on the capital transactions of related parties and external guarantees of listed companies considered at the 11th meeting of the Fifth Board of directors.
6. On October 15, 2021, the company expressed independent opinions on the appointment of Mr. Qian Fengqi as the Secretary of the board of directors of the company and the proposed signing of urban renewal and development cooperation agreement between the company and its wholly-owned subsidiaries, which were considered at the 12th meeting of the Fifth Board of directors.
7. On December 10, 2021, the company reviewed the 15th meeting of the 5th board of directors on increasing credit enhancement measures and providing counter guarantee for the public issuance of corporate bonds to professional investors, extending the duration of the second phase of employee stock ownership plan, extending the duration of the third phase of employee stock ownership plan, increasing capital to Tiandao Pharmaceutical (Hong Kong) Co., Ltd., a wholly-owned subsidiary Adjusted the capital increase to Hepalink USA Inc, a wholly-owned subsidiary, and expressed independent opinions.
The above independent opinions have been publicized on cninfo, an information disclosure website designated by the CSRC. 3、 Work of each committee of the board of directors
As the chairman of the audit committee, a member of the nomination committee and the remuneration and assessment committee, I actively participated in the work of the Committee in 2021 and mainly performed the following duties:
1. Work of the Audit Committee: as the chairman of the audit committee, I attended and organized the meetings of the Audit Committee on time. In 2021, I organized and held four audit committees, and I attended the meetings in person.
2. Work of salary and assessment committee: in 2021, the company held a salary and assessment committee, and I personally attended the meeting.
3. Work of the nomination committee: in 2021, the company held three nomination committees, and I personally attended the meeting.
4、 On site investigation of the company
During the reporting period, I carefully reviewed the information introduced and materials provided by the company in advance for major matters that need to be decided by the board of directors, and exercised my voting rights independently, objectively and prudently; In addition to attending the board of directors and general meeting of shareholders of the company normally, I make use of other time to investigate and understand the site of the company, pay close attention to the progress of the company's financial management, the construction of basic norms of internal control and internal audit in combination with my own financial professional advantages, and put forward constructive opinions when appropriate; Regularly listen to the reports of relevant staff of the company on the company's production and operation, the design and implementation of internal control system, the implementation of resolutions of the board of directors, financial management, the management and use of raised funds, conduct on-site investigation, and use their own knowledge background to provide suggestions for the development and standardized operation of the company; At the same time, pay attention to the impact of external environment and market changes on the company, as well as media reports related to the company.
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company's information disclosure
Supervise and urge the company to disclose relevant information in time in accordance with the relevant laws and regulations such as the stock listing rules, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of the main board and the relevant provisions of the company's information disclosure management system, so as to ensure that the company's information disclosure in 2021 is true, accurate, timely and complete.
2. Performance of the company's 2021 Annual Report
During the preparation and audit of the company's 2021 annual report, according to the provisions of the company's annual report working system for independent directors, the company earnestly fulfilled relevant responsibilities and obligations, fully and effectively communicated with the company's financial director, the head of the audit department and the annual audit certified public accountant, paid attention to the arrangement and progress of the annual report audit, paid attention to solving the relevant problems found in the audit process, and ensured the authenticity and accuracy of the audit report Fully reflect the company's situation.
3. Strengthen their own learning and improve their ability to perform their duties.
Strengthen self-study, actively participate in the training of independent directors organized by the regulatory authorities, constantly deepen the understanding of relevant laws and regulations, improve the ability to protect the interests of the company and investors, and improve the awareness of consciously protecting the interests of minority shareholders.
6、 Other work
1. There is no proposal to convene the board of directors;
2. There is no proposal to convene an extraordinary general meeting of shareholders;
3. There is no proposal to dismiss the accounting firm;
4. No external audit institutions and consulting institutions have been hired.
Thank the board of directors and relevant personnel for their active and effective cooperation and support in my work. In 2022, we will continue to faithfully and diligently perform the duties of independent directors, give full play to the role of independent directors, strengthen communication and cooperation with the company's board of directors, board of supervisors and management, deeply understand the company's production and operation, and put forward more reasonable suggestions for the decision-making of the company's board of directors with our own professional knowledge and rich experience, so as to make the company's operation more stable and standardized.
It is hereby reported.
Independent director: Chen Junfa April 11, 2002
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
2021 annual report of independent directors
Shareholders and representatives:
As an independent director of Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (hereinafter referred to as "the company"), I attended relevant meetings, deliberated various proposals of the meeting, expressed independent opinions on relevant proposals of the board of directors, and performed the duties of independent director with due diligence and diligence in accordance with the company law, rules for independent directors of listed companies, working system of independent directors, articles of association and relevant laws and regulations. The work in 2021 is briefly reported as follows:
1、 Attendance and voting
During the reporting period, the company held 2 Shareholders' meetings, and I attended 2 meetings on site; During the reporting period, the company held 10 meetings of the board of directors. I should attend 10 meetings during my tenure, all of which were attended in person. The details of the attendance of the board of directors are shown in the table below. As an independent director, when attending the meeting of the board of directors, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, and exercised the voting right with a cautious attitude.
Number of times to attend the meeting actually number of times to attend the meeting entrusted number of times to attend whether the number of times to be absent has not attended the meeting in person for two consecutive times
10 0 0 0 no
2、 Independent opinions
As an independent director of Shenzhen Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) Pharmaceutical Co., Ltd., in accordance with the provisions of the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of the main board and other relevant laws and regulations Express their own independent opinions on the use and management of raised funds and the remuneration of senior managers, so as to ensure the standardized operation of the company. The details are as follows:
1. On January 12, 2021, he expressed independent opinions on the matters on the transfer of kymab equity considered at the sixth meeting of the Fifth Board of directors.
2. On March 22, 2021, the company issued a statement on the profit distribution plan for 2020, the shareholder return plan for the next three years (20212023), the renewal of the accounting firm and other matters considered at the seventh meeting of the Fifth Board of directors
Prior approval opinions; On March 29, 2021, the company reviewed the profit distribution plan for 2020, the shareholder return plan for the next three years (20212023), the remuneration of senior managers in 2020, the special report on the deposit and use of raised funds in 2020, the self-evaluation report on internal control in 2020, the capital transactions of related parties and the external guarantees of listed companies In 2021, he expressed independent opinions on the application for credit line and guarantee from the bank, the purchase of financial products and cash management with idle raised funds of H shares, the trading of foreign exchange derivatives in 2021, the renewal of accounting firm, external donation and other matters.
3. On April 19, 2021, he expressed independent opinions on the matters on external donation considered at the eighth meeting of the Fifth Board of directors.
4. On July 23, 2021, he expressed independent opinions on matters such as external donations to support flood fighting and disaster relief considered at the 10th meeting of the Fifth Board of directors.
5. On August 26, 2021, he expressed independent opinions on the capital transactions of related parties and external guarantees of listed companies considered at the 11th meeting of the Fifth Board of directors.
6. On October 15, 2021, the company expressed independent opinions on the appointment of Mr. Qian Fengqi as the Secretary of the board of directors of the company and the proposed signing of urban renewal and development cooperation agreement between the company and its wholly-owned subsidiaries, which were considered at the 12th meeting of the Fifth Board of directors.
7. On December 10, 2021, the company reviewed the 15th meeting of the 5th board of directors on increasing credit enhancement measures and providing counter guarantee for the public issuance of corporate bonds to professional investors, extending the duration of the second phase of employee stock ownership plan, extending the duration of the third phase of employee stock ownership plan, increasing capital to Tiandao Pharmaceutical (Hong Kong) Co., Ltd., a wholly-owned subsidiary Adjusted the capital increase to Hepalink USA Inc, a wholly-owned subsidiary, and expressed independent opinions.
The above independent opinions have been publicized on cninfo, an information disclosure website designated by the CSRC. 3、 Work of the Committee of the board of directors
1. Work of the remuneration and assessment committee: as the chairman of the remuneration and assessment committee, I attended and organized the meeting of the remuneration and Assessment Committee on time. In 2021, I organized and held a meeting of the remuneration and assessment committee, and I personally attended the meeting.
2. Work of the Audit Committee: as a member of the audit committee, I attended the meetings of the Audit Committee on time. Four audit committees were held in 2021, and I attended the meetings in person.
4、 On site investigation of the company
During the reporting period, I carefully reviewed the information introduced and materials provided by the company in advance for major matters that need to be decided by the board of directors, and exercised my voting rights independently, objectively and prudently; In addition to my normal participation in the company
