Shanghai Rightongene Biotechnology Co.Ltd(688217)
Report on the work of independent directors in 2021
In 2021, as an independent director of Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as “the company”), we strictly complied with the provisions and requirements of relevant laws, regulations and rules, such as the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Securities Law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the independent director system and so on, He performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major issues of the company, effectively safeguarded the legitimate rights and interests of the company and public shareholders, promoted the standardized operation of the company, and gave full play to the role of independent directors and special committees. The report on the performance of duties of the company’s independent directors in 2021 is as follows:
1、 Basic information of independent directors
(I) independent directors
The board of directors of the company is composed of 9 directors, including 3 independent directors, accounting for one third of the board of directors, which is in line with relevant laws and regulations and the company’s system.
The company held the third extraordinary general meeting of shareholders in 2021 on December 6, 2021, deliberated and approved the proposal on the general election of the board of directors and the nomination of independent director candidates for the second board of directors, and elected Mr. Yuan Xuewei, Mr. Xu Weijian and Ms. Zhao Guiying as independent directors of the second board of directors of the company, with a term of office of three years from the date of deliberation and approval of the third extraordinary general meeting of shareholders in 2021.
During the reporting period, the company completed the replacement of the board of directors. The independent directors of the first board of directors and the second board of directors of the company are Mr. Yuan Xuewei, Mr. Xu Weijian and Ms. Zhao Guiying, and the independent directors have not changed.
(II) personal work experience, professional background and part-time work
Mr. Yuan Xuewei, born in 1972, Chinese nationality, without permanent overseas residency, obtained a Bachelor of economics from the Department of accounting of Shanghai University of Finance and economics and a master of Finance in international finance from Fudan University, a Chinese certified public accountant, an Australian certified public accountant and a certified tax agent. Since 1995, he has successively served as deputy audit manager, audit manager and senior audit manager in Shenzhen Dahua certified public accountants, Ernst & Young Dahua certified public accountants, Ernst & Young Huaming certified public accountants and Deloitte Huayong certified public accountants. General manager of Canature Health Technology Group Co.Ltd(300272) finance department from November 2012 to February 2013; From March 2013 to may 2021, he served as the Secretary of the board of directors of kainengjian Health Technology Group Co., Ltd. Since June 2021, he has served as the chief financial officer and Secretary of the board of directors of Shanghai yuanneng cell biological cryogenic equipment Co., Ltd. Since November 2017, he has served as an independent director of Shanghai yilide Information Technology Co., Ltd; From December 2018 to now, he has served as Shanghai Rightongene Biotechnology Co.Ltd(688217) independent director.
Ms. Zhao Guiying, born in 1954, Chinese nationality, without permanent residency abroad, with a bachelor’s degree. From 1977 to 2014, he served as assistant researcher, researcher and scientific research director of Institute of pharmaceutical biotechnology, Chinese Academy of Medical Sciences. Since 2006, he has served as the Secretary General of China Meheco Group Co.Ltd(600056) Quality Management Association. From December 2018 to now, he has served as Shanghai Rightongene Biotechnology Co.Ltd(688217) independent director.
Mr. Xu Weijian, born in 1972, Chinese nationality, without overseas permanent residency, bachelor degree, asset appraiser, non practicing certified public accountant and non practicing tax agent. From 1995 to 1998, he worked as a technician and chief engineer in the locomotive Department of Shenyang Railway Bureau; From 1998 to 2001, he worked as auditor, project manager and department manager of Heilongjiang Yadong accounting firm; From 2002 to 2004, he worked as an appraiser of Shenyang ZHONGSHEN Asset Appraisal Co., Ltd; From 2004 to 2007, he worked as senior auditor, project manager and senior manager of Tianzhi international accounting firm; Director and deputy general manager of Beijing Watson International Assets Appraisal Co., Ltd. since 2007; From December 2016 to now, he has served as the issuing representative, executive director and manager of walkson (Beijing) international mining rights evaluation Co., Ltd; From December 2015 to now, he has served as Jiayou International Logistics Co.Ltd(603871) independent director. From December 2018 to now, he has served as Shanghai Rightongene Biotechnology Co.Ltd(688217) independent director.
（3） Is there a description of the 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 in the company’s major shareholders. There is no relationship with the company and the company’s major shareholders that hinders our independent and objective judgment, and there is no situation that affects the independence of the independent director.
2、 Annual performance of independent directors
(I) attendance
During the reporting period, the company held 13 board meetings and 4 general meetings of shareholders. As independent directors, when considering the relevant matters submitted to the board of directors, especially major matters, we maintain close communication with the company and relevant parties, carefully study relevant materials, carefully consider each proposal, make full use of our own professional knowledge, and exercise the power of independent directors objectively, independently and prudently in combination with the actual operation of the company, so as to ensure the scientific decision-making of the board of directors of the company.
During the reporting period, the specific conditions of independent directors attending the meetings of the board of directors and the general meeting of shareholders are as follows:
Attendance at board meetings and shareholders’ meetings
Independent director
Name of the person who attended the general meeting of shareholders in person this year. Whether he was absent by communication twice in a row? How many times should he attend the general meeting of shareholders in person
Number of meetings
Yuanxuewei 13130 No 2
Zhao Guiying 13 0 No 2
Xu Weijian 13 0 No 2
(II) participation in special committees
In 2021, all independent directors conscientiously performed their duties and actively participated in 15 meetings of the audit committee, nomination committee, remuneration and assessment committee and Strategy Committee, including 6 meetings of the audit committee, 2 meetings of the remuneration and assessment committee, 5 meetings of the nomination committee and 2 meetings of the strategy committee. There was no absence without reason.
It has played an important role in deliberating and making decisions on major issues related to the board of directors, and effectively improved the decision-making efficiency of the board of directors of the company. We believe that the convening and holding of each special committee meeting comply with legal procedures, the decision-making of relevant matters has fulfilled the necessary approval procedures and disclosure obligations, and comply with the relevant provisions of laws, regulations and the articles of association.
(III) on site investigation and the company’s cooperation with independent directors
During the reporting period, we conducted field visits to the company, comprehensively and deeply understood the operation and development of the company, made use of professional knowledge and enterprise management experience, put forward constructive opinions and suggestions on the relevant proposals of the board of directors, and gave full play to the role of supervision and guidance. When our independent directors exercise their functions and powers, the management of the company actively cooperates to ensure that we enjoy the same right to know as other directors, actively communicate with us, properly implement and improve our concerns, and provide necessary conditions and sufficient support for us to perform our duties.
During the reporting period, the proposal, deliberation and voting of all proposals of the company were in line with legal procedures, standardized, legal and effective, and the contents of the proposals were in line with the actual needs of the company’s development. Therefore, we voted in favour of all proposals of the board of directors and special committees in 2021; All proposals considered by the board of directors in 2021 were voted through.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in relevant laws, regulations and company rules and regulations, and actively made suggestions to the board of directors and professional committees, which played a positive role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows: (I) related party transactions
Based on the normal production and operation activities, the company and its subsidiaries expected to have related party transactions with related parties in 2021. The proposal on confirming the related party transactions of the company in 2020 and the proposal on predicting the related party transactions of the company in 2021 were reviewed and approved by the 13th meeting of the first board of directors and the 2020 annual general meeting of shareholders. Based on our own independent judgment and audit, we believe that the related party transactions between the company and related parties are necessary for the normal operation of the company, are legitimate business acts, fair and reasonable, and the pricing is fair, and do not harm the interests of the company and all shareholders.
(II) external guarantee and fund occupation
The company deliberates the guarantee matters in strict accordance with the requirements of the articles of association, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other normative documents, implements them within the scope of authorization of the resolution, and strictly controls the risk of external guarantee. After verification, the company has no external guarantee and capital occupation for companies outside the scope of the consolidated statements in 2021.
(III) use of raised funds
On June 30, 2021, the 17th meeting of the first board of directors of the company deliberated and approved the proposal on the adjustment of the amount of raised investment projects, the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, and the proposal on using idle raised funds for cash management; On August 25, 2021, the 19th meeting of the first board of directors of the company deliberated and adopted the proposal on the special report on the deposit and actual use of raised funds in the half year of 2021.
We have reviewed the use and deposit of the above raised funds, and the use and deposit of the company’s raised funds comply with laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation There are no irregularities in the management and use of raised funds in the normative documents and the relevant provisions of the company’s management system for raised funds.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
On October 20, 2021, the 21st Meeting of the first board of directors of the company deliberated and adopted the proposal on appointing the Secretary of the board of directors of the company; On December 6, 2021, the first meeting of the second board of directors of the company deliberated and adopted the proposal on the appointment of senior managers.
During the reporting period, the nomination procedures of the company’s senior managers met the provisions of laws and regulations and the articles of association, and the qualifications of the employed personnel met the requirements of the company law and the articles of association. At the same time, we reviewed the remuneration of the company’s senior executives during the reporting period, and believed that the remuneration scheme of the company’s senior executives in 2021 was scientific and reasonable, and the remuneration payment and review procedures were in line with the articles of association and the company’s internal management system.
(VI) performance forecast and performance express
During the reporting period, the company did not disclose the performance forecast and performance express.
(VII) employment or replacement of accounting firms
On March 23, 2021, the 13th meeting of the first board of directors of the company deliberated and approved the proposal on the renewal of the company’s audit institution in 2021. The board of directors submitted the proposal to the general meeting of shareholders in 2020 for deliberation. All shareholders unanimously agreed to continue to appoint Zhonghui certified public Accountants (special general partnership) as the company’s audit institution in 2021. We believe that Zhonghui Certified Public Accountants (special general partnership) can follow the professional standards, adhere to independent audit, strictly perform the audit responsibilities, ensure the smooth completion of the company’s annual audit in 2021, and better fulfill the audit responsibilities and obligations.
(VIII) cash dividends and other investor returns
On March 23, 2021, the 13th meeting of the first board of directors deliberated and adopted the proposal on profit distribution in 2020; On April 13, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on profit distribution in 2020. Since the company was planning to go public at that time, the company’s profit distribution plan for 2020 was: no profit distribution and no conversion of capital reserve into share capital.
(IX) performance of commitments of the company and shareholders
During the reporting period, all commitments of the company and shareholders were strictly observed, and there was no violation of relevant commitments such as share reduction and horizontal competition.
(x) implementation of information disclosure
During the reporting period, the company performed the obligation of information disclosure in strict accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, information disclosure system and other relevant laws and regulations. The contents of the announcement were true, accurate and complete without any false records, misleading statements or major omissions, so as to ensure the timeliness and fairness of information disclosure and effectively safeguard the legitimate rights and interests of the company’s shareholders.
（11） Implementation of internal control
In strict accordance with the relevant provisions of the basic norms of enterprise internal control and other laws and regulations, the company actively the standardized operation of the general meeting of shareholders, the board of directors, the board of supervisors and other institutions and the effectiveness of the internal control system, so as to reasonably ensure the authenticity, legality and integrity of the company’s financial and accounting materials; Be able to disclose information truthfully, accurately, completely and timely; Safeguarding the interests of investors and companies.
（12） Operation of the board of directors and its subordinate special committees
The board of directors of the company consists of four special committees: nomination committee, strategy committee, audit committee and remuneration and assessment committee. All directors of the board of directors, special committees and senior managers of the company can abide by the principle of loyalty and diligence to the company and make full use of their professional skills in accordance with the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange
