Shan Dong Kexing Bioproducts Co.Ltd(688136)
Performance report of independent directors in 2021
As an independent director of the board of directors of Shan Dong Kexing Bioproducts Co.Ltd(688136) (hereinafter referred to as "the company"), during the reporting period, in accordance with relevant laws and regulations, such as the company law, the standards for the governance of listed companies, the rules for independent directors of listed companies, the rules for the listing of stocks on the science and Innovation Board of Shanghai Stock Exchange The provisions and requirements of normative documents, the Shan Dong Kexing Bioproducts Co.Ltd(688136) articles of Association (hereinafter referred to as the "articles of association") and the Shan Dong Kexing Bioproducts Co.Ltd(688136) independent director working system (hereinafter referred to as the "independent director working system") faithfully and diligently performed their duties in the work of 2021, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company, Safeguarding the interests of the company and shareholders. We hereby report the performance of the duties of independent directors in 2021 as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Ms. Tao Jianhong, Chinese nationality, without permanent residency abroad, was born in 1958. She has a bachelor's degree in pharmacy from China Pharmaceutical University, an MBA from Fudan University and a doctor's degree in pharmaceutical management from the school of pharmacy of Sun Yat sen University. From 1998 to June 2018, he served as the deputy director of the Southern Institute of pharmaceutical economics of the State Drug Administration (later renamed the State Food and Drug Administration and the State Food and Drug Administration), and retired in June 2018. He has been an independent director of the company since July 2019.
Mr. Cao Hongzhong, Chinese nationality, without permanent residency abroad, was born in 1966 and graduated from Shenzhen University with a bachelor's degree in law. He was a salesman of Shenzhen Dongfeng Automobile Co.Ltd(600006) Co., Ltd. from 1989 to 2000, a lawyer of Guangdong Rongguan law firm from 2000 to 2005, a lawyer of Guangdong New Oriental law firm from 2005 to 2007, a lawyer of Guangdong pinran law firm from 2007 to 2013, and a lawyer of Guangdong geming law firm since 2013. He has been an independent director of the company since July 2019.
Mr. Tang an, Chinese nationality, without permanent residency abroad, was born in 1957. He graduated from Zhejiang metallurgical ECONOMICS COLLEGE (now Jiaxing College) in accounting and Northeast University of Finance and economics in law with a bachelor's degree. From 1987 to 1989, he served as the financial director of Shandong Engineering Department of the 16th Metallurgical Construction Company of China nonferrous metals industry, and from 1989 to 1991, he served as the project manager of Shenzhen accounting firm. He served as the project manager of Shenzhen Nanshan certified public accountants from 1991 to 1994, the fund financial manager of Shenzhen investment fund management company from 1994 to 2000, the chief financial officer of Shenzhen times design printing Co., Ltd. from 2000 to 2003, the audit project manager of Shenzhen Zhongtian Huazheng certified public accountants Co., Ltd. from 2003 to 2004, and January 2005
From September to August 2009, he served as the chief auditor of Shenzhen Yong'an certified public accountants Co., Ltd., from September 2009 to March 2011, and from April 2011 to now, he has served as the chief accountant of Shenzhen Changyi Certified Public Accountants (general partnership). He has been an independent director of the company since July 2019.
(II) description of whether there is any situation affecting independence
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position among the major shareholders of the company; Neither we nor our immediate family members directly or indirectly hold more than 1% of the issued shares of the listed company, nor are we the top ten shareholders of the listed company. We have not obtained additional and undisclosed interests from the listed company or its major shareholders or interested institutions and personnel.
Based on the above, there is no situation affecting the independence of the company's independent directors.
2、 Annual performance of independent directors
(I) attendance
In 2021, the company held 11 board meetings in total, and the attendance of independent directors at the board meetings is as follows:
Name of the board of directors who should participate in this year
Number of meetings attended in person number of entrusted attendance number of absences
Tao Jianhong 11 0 0
Cao Hongzhong 11 0
Tang an 11 0 0
The audit committee of the board of directors, the remuneration and assessment committee of the board of directors and the strategy and Investment Committee of the board of directors held by the company in this year all attended the meeting in person, and we were not absent from the meeting.
In 2021, the company held two general meetings of shareholders, and we all attended the general meeting of shareholders in person.
(II) daily work
As an independent director of the company, we have diligently and dutifully performed the duty of independent directors to supervise the operation of the company in our daily work. As an independent director of the company, we focus on the company's financial management, profit distribution, internal control, related party transactions, use of raised funds, etc. we regularly listen to the company's management's introduction to the company's production and operation, timely understand the company's dynamics, pay attention to the company's relevant news and public opinion, and keep informed of the company's overall situation, And put forward suggestions and opinions to the company's management on relevant matters based on their own business expertise.
In addition, as an independent director, we played an active role in the special committee set up under the board of directors of the company, made full use of our professional knowledge to provide suggestions for the development of the company and the decision-making of the board of directors, and participated in the consideration of various matters that need to be considered by the special committee in accordance with the regulations.
To sum up, we have conscientiously implemented the company's independent director working system in our daily work, performed our duties diligently and safeguarded the rights of the company and shareholders.
(III) site investigation
During the reporting period, we made full use of our participation in the board of directors, shareholders' meetings and other working hours to conduct on-site visits to the company, and maintained communication with other directors, senior executives and relevant staff of the company through talks, telephone and other means.
(IV) expression of independent opinions
In accordance with relevant laws and regulations, the articles of association and the working system of independent directors, in 2021, as an independent director of the company, we issued 17 independent opinions on related party transactions, changes in accounting policies, use of raised funds, appointment of senior managers and other matters. By reviewing relevant matters and giving independent opinions, we have effectively supervised the compliance of the company's relevant decision-making contents and procedures, and safeguarded the legitimate rights of the company and shareholders.
(V) other matters
During the reporting period, there was no independent director proposing to convene the board of directors, proposing to dismiss the accounting firm, or requesting the board of directors of the company to convene an extraordinary general meeting of shareholders.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, we reviewed the company's daily related party transactions and believed that the company leased houses from Chuangyi Biotechnology Co., Ltd., leased houses from Zhengzhong Industry Holding Group Co., Ltd. and its subsidiaries as office space and transferred the decoration project of leased office space, which met the actual production needs of the company and the interests of the company and all shareholders, and there was no damage to the company and its shareholders, especially small and medium-sized shareholders. The related directors abstained from voting during the deliberation of the proposal, and the deliberation procedures of the meeting comply with the relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the provisions of Shan Dong Kexing Bioproducts Co.Ltd(688136) articles of association. This connected transaction follows the principles of fairness, impartiality, voluntariness and integrity. Therefore, we unanimously agree to this connected transaction and agree to submit it to the general meeting of shareholders of the company for deliberation.
After careful verification, we believe that the company's expected related party transactions in 2021 occurred in the normal production and operation process of the company, for the purpose of ensuring the normal sustainable operation and development of the company, the pricing of related party transactions is fair and reasonable, the decision-making authority and decision-making procedures of related party transactions are legal, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company, The company will not rely on related parties due to related party transactions.
(II) changes in accounting policies
The company's independent change of accounting policies is more in line with the actual situation of the company and will not have a substantive impact on the company's total assets, total liabilities, net assets, net profit and other indicators. Therefore, we agree to change the company's accounting policies.
(III) nomination and remuneration of senior managers
The salary payment standard of the company's directors, supervisors and senior managers in 2021 is determined according to the position, job responsibilities, experience and qualifications, the company's internal salary system and the performance appraisal coefficient. It is conducive to mobilizing the work enthusiasm of the directors and senior managers of the company, is conducive to the long-term development of the company, and does not damage the interests of the company and minority shareholders.
During the reporting period, the company employed four deputy general managers. We believe that Mr. Qin Suofu, Mr. shaoke, Mr. Wang Yawei and Ms. Shi Weijin have the work experience and professional knowledge required to perform the duties of deputy general managers, are competent for the duties of relevant posts, and comply with the provisions on qualifications in the company law of the people's Republic of China, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, It is not found that there is any prohibition of employment stipulated by relevant laws and regulations, and there is no situation that the CSRC has determined that it is a market prohibited person and the prohibition has not been lifted. It is agreed to appoint Mr. Qin Suofu, Mr. shaoke, Mr. Wang Yawei and Ms. Shi Weijin as the deputy general manager of the company, who will take office from the date of deliberation and approval by the board of directors, and the term of office is the same as that of the first board of directors of the company.
(IV) appointment of accounting firms
During the period of providing services to the company, Dahua Certified Public Accountants (special general partnership) has the corresponding professional qualification and competence, and diligently performs the audit duties in accordance with the independent audit standards. Therefore, it is agreed to continue to appoint Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2021.
(V) implementation of internal control
During the reporting period, the company established a sound internal control system in strict accordance with regulatory requirements and steadily promoted the construction of internal control system. At present, the company has no major defects in the design or implementation of internal control.
During the reporting period, the board of directors of the company held 11 meetings. The convening and convening procedures of the meeting were in accordance with the provisions of the articles of association and the rules of procedure of Shan Dong Kexing Bioproducts Co.Ltd(688136) board of directors. The notice of the meeting and meeting materials were delivered in time, the contents of the proposal were true, accurate and complete, the voting procedures of the board of directors were legal, and the voting results of the board of directors were legal and effective. The special committee under the board of directors of the company put forward effective suggestions for the operation and management of the company and safeguarded the legitimate rights and interests of the company and shareholders.
(VII) major investment and financing activities
In 2021, the company invested 200 million yuan with its own funds to subscribe for the fund shares of Chongqing Zhaoying langyao growth phase II equity investment fund partnership (limited partnership). We independently supervise the company's foreign investment and believe that the relevant decisions of the company are reasonable and the procedures comply with the regulations.
4、 Overall evaluation
In 2021, we were diligent and conscientious, gave full play to the role of independent directors, played a positive role in the scientific decision-making of the company's board of directors, and effectively safeguarded the rights and interests of the company and all shareholders.
In 2022, in the spirit of being highly responsible for the interests of the company and shareholders, we will continue to strengthen learning, improve professional level, enhance communication with other directors, supervisors and management, and promote the scientific and efficient decision-making of the board of directors; We will continue to exercise our rights and obligations independently, impartially, diligently and conscientiously, supervise and promote the company to improve its governance, and better safeguard the legitimate rights and interests of the company and all shareholders. It is hereby reported.
Shan Dong Kexing Bioproducts Co.Ltd(688136) independent directors: Tao Jianhong, Tang an, Cao Hongzhong April 15, 2022
