Report on the work of independent directors in 2021 (Wang Sijia)
At present, as an independent director of the 9th board of directors of Berry Genomics Co.Ltd(000710) (hereinafter referred to as "the company"), I have actively attended the meetings of the board of directors and the general meeting of shareholders of the company and exercised the rights of independent directors carefully, seriously and diligently in accordance with the provisions and requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the working system of independent directors of the company and other relevant laws and regulations, Put forward reasonable opinions and suggestions on the company's governance and business development from a professional perspective, expressed independent opinions on relevant matters of the company, and faithfully performed the duties of independent directors. Now the performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
(I) attendance at board meetings
The independent directors shall attend the on-site meetings by means of communication and entrust them to attend the absent meetings
Name of the event number of seats number of attendance number of seats
The 6th meeting of the 9th board of directors, the 7th Meeting of the 9th board of directors, the 8th meeting of the 9th board of directors, the 9th meeting of the 9th board of directors, Wang Sijia, the 10th meeting of the 9th board of directors The 11th meeting of the 9th board of directors, the 12th meeting of the 9th board of directors, the 13th meeting of the 9th board of directors The 14th meeting of the 9th board of directors
(II) attendance at the general meeting of shareholders
The independent directors shall attend the on-site meeting and entrust the absent meeting by means of communication
Name of event number of seats number of attendance number of seats
2020 annual general meeting of shareholders, 2021 Wang Sijia, the first extraordinary general meeting of shareholders in 2003, and the second extraordinary general meeting of shareholders in 2021
2、 Independent opinions
I fairly deliberated the relevant proposals of the meeting and exercised my voting rights in an independent, objective and cautious manner. In 2021, I did not raise any objection to the proposals and other matters of the board of directors. The specific matters to express my opinions are as follows:
Time of attending the meeting and expressing opinions type of independent opinions
The company terminated the non-public offering of a shares
On February 25, 2021, the ninth board of directors issued a vote and submitted its approval opinions to the China Securities Regulatory Commission, and the independent opinions on applying for withdrawal of the intention of non-public development of A-Shares with the sixth meeting of members
Stock application documents
Independent opinions of the 9th board of directors on providing guarantee for wholly-owned subsidiaries on March 15, 2021
The 7th meeting revised the first phase of employee stock ownership plan
Independent opinions agreed in the 2020 internal control self-evaluation report
Independent opinions on daily related party transactions in 2021
Independent opinions on the company's funds and external guarantees on April 28, 2021 at the eighth meeting of the ninth board of directors with special instructions and consent of the company's controlling shareholders and other related parties
Independent opinions on consent to changes in accounting policies
Employ the independent opinions approved and agreed by the audit institution in 2021
Independent opinions agreed in 2020 profit distribution plan
On July 2, 2021, the 9th board of directors gave up the approval opinions on the preemptive subscription right for capital increase and share expansion of subsidiaries and the independent opinions on the intention of the 9th meeting and related party transactions
Independent opinions of the 9th board of directors on August 12, 2021 on providing guarantee for wholly-owned subsidiaries
Tenth meeting
Independent opinions on the company's funds and external guarantees of the company at the 11th meeting of the ninth board of directors on August 27, 2021
Independent opinions on resignation and appointment of the general manager of the company agreed by the ninth board of directors on September 30, 2021
Twelfth Meeting
On October 18, 2021, the 9th board of directors gave up the approval opinions on the preemptive right to increase capital and shares of subsidiaries and the independent opinions on the intention of the 13th meeting and related party transactions
Independent opinions on the company's funds and external guarantees of the company at the 14th meeting of the ninth board of directors on October 29, 2021
3、 Work done in protecting the legitimate rights and interests of investors
(I) daily work
As a member of the professional committee under the board of directors of the company, I actively participated in the deliberation of major matters of the company by using professional knowledge and practical experience such as enterprise management, accounting and law. For major matters that need to be decided by the board of directors, I carefully listened to relevant reports, expressed my opinions on the board of directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively reviewed and supervised the major matters of the company.
(II) site investigation
I took advantage of the opportunity to attend the board of directors and other time to understand the operation of the company and listen to the report of the company's management on the operation and standardized operation. Pay attention to the reports related to the company through news media, newspapers, magazines and the Internet, pay attention to the impact of external environment and market changes on the company at any time, keep close contact with the company's directors, senior managers and relevant staff, timely learn about the progress of major events of the company, and master the company's operation dynamics.
(III) supervision of the company's information disclosure
I continue to pay attention to the company's information disclosure, effectively supervise and verify the timeliness of information disclosure, and ensure the authenticity, accuracy, integrity and fairness of the company's information disclosure. During the reporting period, the company was able to complete the information disclosure truthfully, accurately, timely, completely and fairly in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, information disclosure management system, articles of association and so on.
(IV) supervision of special corporate governance activities
During the reporting period, I carefully checked major matters related to the company's production and operation, financial management and related party transactions, and continuously supervised the activities related to corporate governance, especially the company's internal control.
(V) learning and training
During the reporting period, I actively participated in various trainings, carefully studied the latest laws and regulations and other relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, strengthened my understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, and improved my ability to safeguard the interests of the company and the legitimate rights and interests of shareholders.
4、 Other work
During the reporting period, the intensification of market competition and covid-19 epidemic repeatedly led to the pressure on the overall operation fundamentals of the company. The management actively took countermeasures to reduce costs, increase efficiency and improve the performance level of the company by adjusting the business line structure and mode, and improving the internal management level and operation efficiency. During the reporting period, the convening, convening and deliberation procedures of the general meeting of shareholders and the board of directors of the company met the legal requirements. As an independent director, I did not propose to convene the board of directors alone, propose to dismiss the accounting firm, independently employ external audit institutions and consulting institutions, or raise abstention or objection in the voting of the proposal of the board of directors.
In the future reporting period, in the spirit of good faith and diligence, I will continue to perform my duties in strict accordance with the provisions and requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the working system of independent directors and other relevant laws and regulations, give full play to the role of independent directors, and earnestly safeguard the overall interests of the company and the legitimate interests of all shareholders, especially minority shareholders.
Berry Genomics Co.Ltd(000710) independent director: Wang Sijia April 14, 2022
