Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Report on the work of independent directors in 2021 (Chen Mingyu)
In 2021, in strict accordance with the provisions and requirements of the company law, the securities law, the rules for independent directors of listed companies, the articles of association, the independent director system and other relevant laws, regulations and rules, I performed my duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company, Effectively safeguard the interests of the company and shareholders, especially small and medium-sized shareholders, and give better play to the independent and professional role of independent directors. The report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at the board of directors and shareholders’ meeting
During my tenure in the reporting period, the company held 9 board meetings and 4 shareholders’ meetings, all of which I attended in person. Before the meeting of the board of directors, I carefully read the relevant materials provided by the company, study the decision-making matters, understand the operation and operation of the company, and make full preparations for participating in the important decisions of the company. At the meeting, I carefully considered various topics, actively participated in the discussion and put forward reasonable suggestions, issued prior approval opinions and independent opinions on relevant matters, earnestly exercised my voting rights, and played a positive role in making correct decisions for the board of directors of the company. In 2021, after careful deliberation, I voted in favour of all the proposals submitted to the board of directors, without objection or abstention. At the same time, the company has given great support to my work, and there is no situation that prevents independent directors from making independent judgment.
2、 Independent opinions issued during the reporting period
In accordance with the articles of association, the independent director system and other laws and regulations, during the reporting period, I, together with two other independent directors of the company, expressed independent opinions on the following matters:
1. At the first meeting of the Fourth Board of directors on January 6, 2021, the independent opinions on the appointment of the company’s general manager, chief operating officer, chief scientist, deputy general manager, Secretary of the board of directors and chief financial officer were expressed;
2. At the second meeting of the Fourth Board of directors on March 30, 2021, the company issued a special explanation on the occupation of the company’s funds by the company’s controlling shareholders and other related parties in 2020 and the company’s external guarantee in 2020 and the independent opinion that the company does not have the above situation; On the self-evaluation report on internal control in 2020, the renewal of the company’s accounting firm in 2021, the profit distribution plan in 2020, the remuneration plan for directors, supervisors and senior managers in 2021, the cancellation of some stock options in the 2018 stock option incentive plan, the bank loan limit and guarantee in 2021, the extension of the validity period of the resolution of the general meeting of shareholders on issuing A-Shares to specific objects The general meeting of shareholders was requested to extend the period of validity of authorizing the board of directors to handle matters related to the issuance of A-Shares to specific objects, and the independent opinion was agreed, and the opinion of prior approval was issued on the renewal of the company’s accounting firm in 2021;
3. At the fourth meeting of the Fourth Board of directors on July 5, 2021, the independent opinions on adjusting the amount of raised funds to be invested in the raised funds investment project and using the raised funds to increase capital to subsidiaries to implement the raised funds investment project were expressed;
4. At the fifth meeting of the Fourth Board of directors on August 6, 2021, independent opinions were expressed on the use of raised funds to replace self raised funds that have been invested in raised investment projects in advance, the by election of non independent directors of the Fourth Board of directors of the company, and the appointment of Mr. Lin Xiaohui as deputy general manager and Secretary of the board of directors of the company;
5. At the sixth meeting of the Fourth Board of directors on August 25, 2021, the company issued a special explanation on the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in the half year of 2021 and the independent opinion that the company does not have the above situation; Issued agreed independent opinions on the special report on the deposit and use of raised funds in the half year of 2021;
6. At the seventh meeting of the Fourth Board of directors on October 26, 2021, the independent opinions of prior approval and consent were issued on the matters of rental housing and related party transactions;
7. At the 8th meeting of the 4th board of directors on October 27, 2021, the independent opinions of prior approval and consent were issued on the investment and establishment of innovative drug subsidiaries and related party transactions.
3、 Appointment to the special committee of the board of directors
I am the chairman of the nomination committee of the 4th board of directors, the member of the remuneration and assessment committee of the 4th board of directors and the member of the audit committee of the 4th board of directors. Fully exercise their legal rights and obligations in accordance with the relevant requirements of the company’s detailed rules for the work of the nomination committee, the detailed rules for the work of the remuneration and assessment committee and the detailed rules for the work of the review committee. The main performance of duties in 2021 is as follows:
1. Participated in and presided over four meetings of the nomination committee, reviewed the work report of the nomination committee in 2020, the qualifications of candidates for directors, supervisors and senior managers of the company and its subsidiaries, and submitted them to the board of directors of the company after reaching an agreement with all members;
2. Attend a meeting held by the remuneration and appraisal committee, review the work report of the remuneration and appraisal committee in 2020, the remuneration confirmation of directors, supervisors and senior managers in 2020, the remuneration scheme in 2021 and the cancellation of some stock options, and submit it to the board of directors of the company after reaching an agreement with all members;
3. Participated in the five meetings held by the audit committee, reviewed and discussed the annual audit work arrangement, regular financial reports, profit distribution plan, internal control, renewal of accounting firm and other matters. Monitored the company’s annual production and operation and the progress of major events, strictly reviewed the company’s internal control system and implementation, communicated with the audit accountant, negotiated and determined the audit schedule of the annual financial report, reviewed the company’s financial statements, communicated with relevant personnel on the problems found in the audit process, and earnestly fulfilled the responsibilities of the audit committee.
4、 On site investigation of the company
In 2021, I took the opportunity of attending the board of directors and shareholders’ meeting to fully understand the company’s strategic planning, financial situation, the construction and implementation of internal system and the implementation of the resolutions of the board of directors, communicate with the company’s executives and understand the company’s business situation. Keep close contact with the company’s directors, managers and relevant personnel through telephone, e-mail, wechat and other tools, and learn the progress of various major matters of the company in time. In my opinion, the company can continuously improve the internal governance structure of the company, timely formulate and revise various rules and regulations of corporate governance, strengthen performance appraisal management and ensure the effective implementation of various systems in accordance with the requirements of current relevant national laws and regulations. From the perspective of familiar finance, I put forward suggestions on the corporate governance, standardized operation, internal control, financial management, capital planning and application of the company, promote the standardized operation of the company’s internal management, and strive to avoid all kinds of potential business risks.
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules; Require the company to strictly implement the relevant provisions on information disclosure to ensure that the company’s information disclosure is true, accurate, complete, timely and fair;
2. Perform the duties of independent directors in accordance with the requirements of the company law and other laws and regulations; Carefully review the proposals submitted to the board of directors for deliberation, and exercise the voting rights independently, objectively and prudently on the basis of full understanding;
3. I have actively studied relevant laws, regulations, rules and regulations, deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders’ rights and interests of the public, continuously improved my ability to protect the interests of the company and investors, and deepened my ideological awareness of consciously protecting the shareholders’ rights and interests of the public.
6、 Other work
1. No independent director proposed to hold a meeting of the board of directors;
2. No independent director proposed to dismiss the accounting firm;
3. There is no independent director proposing to hire an audit institution or consulting institution.
In 2022, I will continue to be diligent and responsible, use my professional knowledge and experience to provide more constructive suggestions for the development of the company, provide reference opinions for the decision-making of the board of directors, strengthen communication with other directors, supervisors and management, improve the decision-making ability of the board of directors, actively and effectively perform the duties of independent directors, and better safeguard the legitimate rights and interests of the company and minority shareholders, So as to improve the company’s decision-making level and business performance, and protect the legitimate rights and interests of minority shareholders from infringement.
I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in my work.
Hereby report!
Independent director: Chen Mingyu, April 21, 2022 (there is no text below, and this page is the signature page of Fujian Cosunter Pharmaceutical Co.Ltd(300436) 2021 annual report of independent directors)
independent director:
Chen Mingyu
