Jinhe Biotechnology Co.Ltd(002688)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of the 5th board of directors of Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law, securities law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, guidance on the establishment of independent director system in listed companies and other laws, regulations, normative documents and articles of association In accordance with the independent director system and other relevant provisions, the company conscientiously performed the duties of independent directors, actively attended relevant meetings, issued prudent, fair and objective independent opinions on various proposals submitted to the board of directors and the shareholders’ meeting, played the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
1. Attendance at board meetings
In 2021, I held 16 meetings of the board of directors during my term of office. I attended 16 meetings of the board of directors of the company in person without being absent or failing to attend the meeting for two consecutive times. I carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of each proposal and put forward reasonable suggestions. The convening of the board of directors of the company complied with legal procedures, 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. Attendance at shareholders’ meetings
In 2021, I held 3 general meetings of shareholders during my term of office, and I attended 0 general meetings of shareholders as a nonvoting delegate. 3. Attendance at meetings of special committees
In 2021, as a member of the remuneration and assessment committee of the Fifth Board of directors, I reviewed the remuneration scheme of the company’s senior managers in 2021 in strict accordance with the articles of association and other relevant requirements, and put forward suggestions on the assessment and evaluation standards, so as to promote the company to further improve the scientificity of remuneration assessment on the basis of standardized operation.
In 2021, as a member of the strategy committee of the 5th board of directors, I actively attended the daily meetings of the company’s strategy committee, exercised voting rights with a cautious attitude, and made use of industry knowledge and experience to provide reference for the company’s decision-making.
In 2021, as the convener of the nomination committee of the 5th board of directors, I performed my duties and provided professional advice on the employment of management personnel of the company.
2、 Independent opinions
In 2021, I gave independent opinions on relevant matters of the company during my term of office. The details are as follows:
No. time type of comments
Independent opinions on the 10th meeting of the 5th board of directors of the company:
1. On March 1, 2021 1, the company and related parties agreed to jointly invest in the establishment of holding subsidiaries
Independent opinions on the implementation of “doxycycline hydrochloride project” and related party transactions
2. The 12th meeting of the 5th board of directors of the company on March 16, 2021 agreed on the appointment of senior managers of the company
Independent opinions of management on matters
Independent opinions on relevant matters of the 13th meeting of the 5th board of directors of the company
Opinions:
1. On the occupation of the company’s funds by controlling shareholders and other related parties
separate opinion
2. Independent report on the self-evaluation report of the company’s internal control in 2020
opinion
3. Independent opinions on the external guarantee of the company
4. Independent opinions on the company’s profit distribution plan in 2020
3. On March 30, 2021 5. Consent on the renewal of ShineWing Certified Public Accountants (special general partnership)
It is the independent opinion of the company’s audit institution in 2021
6. Independent on the remuneration scheme of directors, supervisors and senior managers
opinion
7. About the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2021
Independent opinions on the company’s expected related party transactions
8. About the actual occurrence and of the company’s daily related party transactions in 2020
Description of large differences expected
9. Independent opinions on changes in accounting policies
10. Independent opinions on the appointment of senior managers of the company
4. Public consent on the 17th meeting of the 5th board of directors of the company on June 22, 2021
Independent opinions on matters related to the company’s non-public offering of shares
Independent opinions on matters related to the 19th meeting of the 5th board of directors of the company
5 July 12, 2021 comments: agreed
1. Independent opinions on the appointment of the Secretary of the board of directors of the company
Independent opinions on relevant matters of the 20th meeting of the 5th board of directors of the company
6 August 12, 2021 comments: agreed
1. About the company’s use of raised funds to increase capital to holding subsidiaries and its implementation
Independent opinions on raised investment projects
On relevant matters of the 21st Meeting of the 5th board of directors of the company
7. Independent opinion on August 23, 2021: agreed
1. On the occupation of the company’s funds by controlling shareholders and other related parties
separate opinion
2. Special instructions and independent opinions on the external guarantee of the company
8. Agreement on replacing self raised funds of projects invested in advance with raised funds on September 8, 2021
separate opinion
9. On September 17, 2021, the independent agreement on temporarily replenishing working capital with some idle raised funds
opinion
10. On November 19, 2021, the company agreed to give up the preemptive right of capital increase and related party transactions of its holding subsidiaries
separate opinion
11. On November 30, 2021, the independent opinions on matters related to the letter of concern of Shenzhen stock exchange were agreed
3、 On site inspection of the company
In 2021, I learned about the company’s operation, management, business development and other related matters, and kept in close contact with other directors, senior managers and relevant staff of the company by attending meetings such as the board of directors, telephone and e-mail, always paying attention to the impact of external environment and market changes on the company, paying attention to relevant media reports on the company, and mastering the operation status of the company in time, Promote the standardized operation of the company and prevent the damage to the interests of minority shareholders and the interests of the company.
4、 Work done in protecting the rights and interests of investors
1. I have continuously supervised the improvement and implementation of the company’s information disclosure and internal control system in 2021, and urged the company to strictly implement the relevant provisions such as the stock listing rules of Shenzhen Stock Exchange and the information disclosure system based on the principle of openness and transparency, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure.
2. I actively keep regular communication with the company’s chairman, general manager, chief financial officer, Secretary of the board of directors and other senior managers to understand the company’s business conditions in time. At the same time, as an independent director, I continue to learn and deepen my understanding of relevant laws and regulations, and carefully study the relevant documents issued by the CSRC and Shenzhen Stock Exchange, so as to improve the awareness of protecting the legitimate rights and interests of the company and investors, especially the public shareholders.
3. In strict accordance with the provisions of the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association, I perform the obligation of loyalty and diligence, review the company’s proposals on the principle of openness and transparency, actively participate in the company’s decision-making, fully communicate on relevant issues, and promote the development and standardized operation of the company. On this basis, with their own professional knowledge, they exercise their voting rights independently, objectively and prudently, and effectively safeguard the legitimate rights and interests of the company and the majority of investors. 5、 Other matters
1. There is no proposal to convene an extraordinary general meeting of shareholders and the board of directors;
2. Except for the appointment of the annual audit institution in 2021, there is no proposal to hire or dismiss the accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
Independent director: Lu Wenbing April 20, 2022
