Report on the work of independent directors in 2021
As an independent director of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as ” Sirio Pharma Co.Ltd(300791) ” or “the company”), we earnestly performed our duties during the reporting period, took the initiative to master the operation of the company, actively attended relevant meetings, carefully considered various proposals, gave full play to the role of our independent directors, safeguarded the overall interests of the company and paid attention to the legitimate rights and interests of minority shareholders. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Appointment of independent directors
During the reporting period, the company completed the general election of the board of directors. Lv Yuan, Yang run and Wu Jing, the independent directors of the second board of directors, resigned on July 7, 2021. Zhu Guilong, Hu Shiming and Gao Jian were elected as independent directors of the third board of directors of the company after deliberation and approval by the first extraordinary general meeting of shareholders in 2021 on July 7, 2021. The independent directors of the company have the corresponding qualifications for holding the post, have the qualification certificate of independent directors, are not prohibited from serving as independent directors of the company, do not hold any other position in the company other than independent directors, do not provide financial, legal, management consulting, technical consulting and other services for the company, and do not obtain additional undisclosed other benefits from the company and its major shareholders or interested institutions and personnel, There are no more than 5 independent directors of part-time listed companies, and there is no situation affecting the independence of independent directors.
2、 Attendance at the board of directors and shareholders’ meeting
In 2021, the board of directors of the company held 10 meetings in total. We attended the meeting of the board of directors, discussed and deliberated proposals, and attended the general meeting of shareholders in strict accordance with the requirements of relevant specifications. The specific attendance is shown in the table below:
Table 1: attendance of independent directors at the board of directors and shareholders’ meeting
Name of independent director attendance at the board of directors and shareholders’ meeting
The 23rd Meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021
The 24th Meeting of the second board of directors
The 25th meeting of the second board of directors of Lv Yuan
The 26th meeting of the second board of directors
The 27th meeting of the second board of directors
Yang RunThe 23rd Meeting of the second board of directors 2020 annual general meeting of shareholders
The 24th Meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021
The 25th meeting of the second board of directors
The 26th meeting of the second board of directors
The 27th meeting of the second board of directors
The 23rd Meeting of the second board of directors 2020 annual general meeting of shareholders
The 24th Meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021
Wu Jing 25th meeting of the second board of directors
The 26th meeting of the second board of directors
The 27th meeting of the second board of directors
The first meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2021
The second meeting of the third board of directors
The third meeting of the third board of directors of Zhu Guilong
The 4th meeting of the 3rd board of directors
The 5th meeting of the 3rd board of directors
The first meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2021
The second meeting of the third board of directors
The third meeting of the third board of directors of Hu Shiming
The 4th meeting of the 3rd board of directors
The 5th meeting of the 3rd board of directors
The first meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2021
The second meeting of the third board of directors
See the third meeting of the third board of directors
The 4th meeting of the 3rd board of directors
The 5th meeting of the 3rd board of directors
Table 2: Statistics of attendance of independent directors at the board of directors and shareholders’ meeting
Whether the directors who should be absent by means of communication attended the board of directors for two consecutive independent directors on the spot during the reporting period; the number of times the directors attended the board of directors’ entrusted meeting and did not attend the meeting in person; the number of meetings; the number of meetings plus the number of meetings of the board of directors
Lv Yuan 5 0 5 0 0 0 No 1
Yang run5 0 5 0 0 0 No 2
Wu Jing 5 0 5 0 0 0 No 2
Zhu Guilong 5 1 4 0 0 0 No 1
Hu Shiming 5 1 4 0 0 0 No 1
High see 5 1 4 0 0 0 No 1
During the reporting period, we participated in the meeting in the form of on-site meeting or communication voting.
We believe that the convening and convening of the board of directors and the general meeting of shareholders of the company during the reporting period complied with the legal procedures, and the relevant procedures were performed for major business decisions and other major matters, which were legal and effective. The relevant decisions did not harm the interests of all shareholders, especially the minority shareholders. I voted in favor of all the proposals considered by the board of directors, and did not raise objections to all the proposals of the board of directors and other matters of the company.
2、 Independent opinions
In 2021, we earnestly fulfilled the obligations of independent directors, carefully, independently and objectively deliberated on matters related to corporate governance and external guarantees, and expressed independent opinions on the following matters.
On the date of announcement, see the directors who express independent opinions on specific matters
Agreement on further clarifying that the company issues convertible corporate bonds to unspecified objects
Independent opinions on the specific scheme of LV Yuanquan
April 15, 2021 Yang Run1
Wu Jing’s independent consent on the listing of convertible corporate bonds issued by the company to unspecified objects
Opinions
Independent opinion on self-evaluation report of internal control in 2020
Pre consent on profit distribution and conversion of capital reserve to share capital of the company in 2020
Independent opinion on the case
Independent opinions on the company’s expected daily connected transactions in 2021
Lv Yuan’s independent opinion on determining the amount of long-term foreign exchange settlement and sales of the company in 2021 agreed
April 27, 2021 Yang Run1
Wu Jing’s agreement on the company’s application for bank credit to wholly-owned subsidiaries in 2021
Independent opinions on the guarantee amount
Independent opinions on the use of idle raised funds for cash management
Independent opinions on the accumulated and current external guarantees in 2020
Agreement on the occupation of funds by controlling shareholders and other related parties in 2020
separate opinion
Consent on the nomination of candidates for non independent directors and independent directors of the third board of directors
Independent opinion of
Lv Yuan’s independent opinion on the remuneration scheme of non independent directors of the third board of directors agreed
June 21, 2021 Yang Run1
Wu Jing’s independent opinion on the allowance scheme for independent directors of the third board of directors agreed
Consent on the use of raised funds to provide loans and capital increase to wholly-owned subsidiaries
Independent opinions on raised investment projects
Date of announcement and type of opinions on specific matters
See your director
On adjusting the price of equity granted under the 2020 restricted stock incentive plan and consent
Number of independent opinions
Zhu Guilong’s consent on granting 2020 restricted stock incentive plan to incentive objects
Independent opinions on some restricted stocks
July 9, 2021 Hu Shiming
Gao Jian’s independent opinions on the appointment of senior managers agree
Independent opinions on the remuneration scheme of senior managers agree
Zhu Guilong’s consent on the occupation of funds by controlling shareholders and other related parties in the first half of 2021
Independent opinion of the situation
August 26, 2021 Hu Shiming
Gao Jian agreed with the independent opinions on the accumulated and current external guarantee matters in 2021
The use of convertible corporate bonds to raise funds for replacement has been invested in advance
Independent consent of self raised funds for fund-raising investment projects and paid issuance expenses
Zhu Guilong’s opinion
On September 10, 2021, Hu Shiming granted the first vesting consent for the 2020 restricted stock incentive plan for the first time
Independent opinions on the achievement of attribution conditions in the high opinion period
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