Report on the work of independent directors in 2021
As independent directors of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as “the company”), In accordance with the provisions and requirements of the company law of the people’s Republic of China, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidance on the establishment of independent director system in listed companies, the working system of independent directors of the company, the articles of association and other relevant laws and regulations, carefully consider the proposals of the board of directors, Express independent opinions on relevant matters of the company, give full play to the role of independent directors and special committees, and effectively safeguard the interests of the company and shareholders, especially public shareholders. Our work in 2021 is briefly reported as follows:
1、 Annual performance overview
(I) number of meetings held by the company
1. In 2021, the company held 9 board meetings.
2. In 2021, the company held three general meetings of shareholders.
(II) our attendance at the board meeting
In 2021, the company held 9 meetings of the board of directors. We personally attended 9 meetings and expressed independent opinions for 7 times. We were not entrusted to attend or absent from the meeting. We attended the board meeting on time, carefully considered the proposal, and exercised the voting right with a cautious attitude, which safeguarded the overall interests of the company and the interests of minority shareholders.
In 2021, we carefully considered all the proposals submitted to the board of directors and voted in favour without objection or abstention.
(III) our attendance at the general meeting of shareholders
During the reporting period, the company held three general meetings of shareholders, one of which was attended by Mr. Cao Yue, an independent director, and two of which were attended by Mr. Zhou Yuejiang.
2、 Attending the board of directors and expressing independent opinions
Whether the meeting
Raise objections to the meeting time of the motion or matter with independent opinions at the session
The 8th board of directors 1 Whether independent directors add related party guarantees after the sale of major assets of the company or not
The sixth session of the board of directors issued prior approval opinions and independent opinions on related party transactions.
Meeting
The 8th board of directors 1 Independent directors give prior approval opinions on the change of accounting firm
The seventh and independent opinion of the Council. No, 2021.2.3 meeting
The 8th board of directors 1 The independent directors express their independent opinions on the scheme of repurchasing the company’s shares
See you at the eighth meeting. No, 2021.3.14 meeting
1. The independent directors are responsible for the financial services provided by the company to the holding subsidiaries and their subsidiaries
Issue prior approval on the matters of subsidizing and reappointing the company’s audit institution in 2021
See;
2. Occupation of funds by independent directors of controlling shareholders and other related parties in 2020
Information on the 8th board of directors and external guarantees, profit distribution plan for 2020, and accruers
Provisions for impairment of reputation in the ninth meeting of the board of directors, self-evaluation report on internal control in 2020, whether the company held the meeting on April 27th, 2021, and the remuneration of directors, supervisors and senior managers of the company in 2020
2021 annual guarantee plan, providing financial support to holding subsidiaries and their subsidiaries
Financial assistance, shareholder return planning for the next three years (20212023)
Independent opinions on changes in accounting policies and re employment of audit institutions in 2021
See you.
The 8th board of directors 1 Independent directors made comments on the purchase of financial products with their own idle funds
The tenth independent opinion of the board of directors. No, 2021.4.28th meeting
The 8th board of directors 1 Independent directors issued independent opinions on the signing of house lease agreements and related party transactions
The tenth opinion of the Council. No, a meeting will be held on May 26, 2021
The 8th board of directors 1 Influence of independent directors on controlling shareholders and others of the company in the half year of 2021
The board will issue independent opinions on the situation of funds occupied by the tenth related party and external guarantee. See you at the second meeting on August 25, 2021.
The above independent opinions have been publicized on cninfo, an information disclosure website designated by the CSRC. 3、 Work done in protecting the legitimate rights and interests of public shareholders
(I) in 2021, in addition to attending the company’s meetings, we worked for the company for more than 10 working days. We listened to the reports of relevant personnel of the company and conducted on-the-spot investigation on the company’s financial operation, capital flow construction progress and daily operation, and faithfully performed the duties of independent directors.
(II) continue to pay attention to the company’s information disclosure, so that the company can complete the information disclosure in 2021 in a true, timely, accurate and complete manner in strict accordance with laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock exchange and the relevant provisions of the company’s information disclosure management measures.
(III) in terms of implementing and protecting the legitimate rights and interests of social public shareholders. The company strictly implements the information disclosure management system, investor relations management system and other relevant regulations formulated, and confirms the Secretary of the board of directors as the person in charge of investor relations management.
(IV) effectively perform the duties of independent directors, carefully consult relevant documents for each proposal to be submitted to the board of directors for deliberation, and ask relevant departments and personnel of the company if necessary. On this basis, use their own professional knowledge to exercise the voting power independently, objectively and prudently.
(V) self learning. I actively study relevant laws, regulations and rules, and conduct in-depth study of relevant laws and regulations, especially deepen my understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, effectively strengthen the ability to protect the interests of the company and investors, and form an ideological awareness of consciously protecting the rights and interests of social public shareholders.
4、 Other work
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to hire or dismiss an accounting firm;
(III) there is no independent engagement of external audit institutions and consulting institutions.
In 2022, we will continue to conscientiously, diligently and conscientiously perform the duties of independent directors in accordance with the provisions and requirements of relevant laws and regulations on independent directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
Finally, I would like to thank the company’s management and relevant staff for their active cooperation and support in our work in 2021. I would like to express my heartfelt thanks!
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(there is no text on this page, which is the signature page of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) 2021 annual report of independent directors) signature of independent directors:
Li Yongquan, Cao Yue, Zhou Yuejiang
April 13, 2022
