Guangdong Vtr Bio-Tech Co.Ltd(300381)
Report on the work of independent directors in 2021
(Zhu Zuyin)
As an independent director of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”), I performed my duties honestly, diligently and independently in 2021 in strict accordance with the requirements of national laws and regulations, the articles of association, the working rules for independent directors and other relevant laws, regulations and rules, carefully considered various proposals of the board of directors and expressed independent opinions on major matters of the company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held 14 board meetings in total. As an independent director, I attended the board meeting as follows:
The number of directors who should attend the meeting in person and entrust to attend the meeting this year. Are there two consecutive times of not attending the meeting in person
14 14 0 0 0 no
In 2021, the company held three shareholders’ meetings in total. As an independent director, I attended the shareholders’ meeting as follows:
Number of times to attend the general meeting of shareholders this year number of times to attend in person number of times to attend by proxy number of times to be absent
3 3 0 0
I attended the board of directors and the general meeting of shareholders on time without being absent or failing to attend the meeting in person for two consecutive times. This year, the proposals submitted to the board of directors and the general meeting of shareholders were carefully considered, fully communicated with the company’s management, and put forward reasonable suggestions from the perspective of independent directors.
2、 Independent opinions
In 2021, as an independent director, I expressed my independent opinions on the following matters of the company: (I) on January 22, 2021, the company held the 51st meeting of the sixth board of directors, and I expressed my independent opinions on the company’s temporary replenishment of working capital by using some idle raised funds. (II) on January 28, 2021, the company held the 52nd meeting of the 6th board of directors, and I gave independent opinions on the following matters:
1. Independent opinions on the proposal that the company meets the conditions for issuing convertible corporate bonds to unspecified objects;
2. Independent opinions on the proposal of the company on issuing convertible corporate bonds to unspecified objects; 3. Independent opinions on the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects; 4. Independent opinions on the proposal on the demonstration and analysis report of the company’s scheme of issuing convertible corporate bonds to unspecified objects;
5. Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
6. Independent opinions on the proposal on the report on the use of the company’s previously raised funds;
7. Independent opinions on the proposal on the company issuing convertible corporate bonds to unspecified objects, diluting the immediate return, taking filling measures and commitments of relevant subjects;
8. Independent opinions on the proposal on the rules of the meeting of convertible bond holders of the company.
(III) on February 3, 2021, the company held the 53rd meeting of the 6th board of directors, and I expressed independent opinions on the following matters:
1. Independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors of the seventh board of directors; 2. Independent opinions on the general election of the board of directors and the nomination of independent director candidates for the seventh board of directors; 3. Independent opinions on the company’s 2021 restricted stock incentive plan (Draft) and its abstract; 4. Independent opinions on the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021; 5. Independent opinions on borrowing from controlling shareholders and related party transactions.
(IV) on February 22, 2021, the company held the first meeting of the seventh board of directors. I expressed independent opinions on the following matters of the company:
1. Independent opinions on the appointment of the president of the company;
2. Independent opinions on the appointment of the Secretary of the board of directors of the company;
3. Independent opinions on the appointment of senior managers of the company.
(V) on March 16, 2021, the company held the second meeting of the seventh board of directors, and I expressed independent opinions on the following matters:
1. Independent opinions on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2021;
2. Independent opinions on the first granting of restricted shares in 2021 to incentive objects.
(VI) on March 23, 2021, the company held the third meeting of the seventh board of directors. I expressed independent opinions on the provision of guarantee amount for subsidiaries in 2021.
(VII) on April 23, 2021, the company held the fourth meeting of the seventh board of directors, and I expressed independent opinions on the following matters:
1. Independent opinions on the financial statement report of 2020;
2. Independent opinions on the company’s 2020 profit distribution plan;
3. Independent opinions on the remuneration and allowance scheme of the company’s directors and senior managers in 2021; 4. Independent opinions on the company’s internal control evaluation report in 2020;
5. Independent opinions on the special report on the deposit and actual use of the company’s raised funds in 2020;
6. Special instructions and independent opinions on the funds occupied by the controlling shareholders and other related parties of the company and the external guarantee of the company;
7. Independent opinions on the realization of the performance commitment of Shiwei technology;
8. Independent opinions on changes in accounting policies;
9. Independent opinion on the renewal of the audit institution in 2021.
(VIII) on April 27, 2021, the company held the fifth meeting of the seventh board of directors, and I expressed my independent opinions on the capital increase and share expansion of wholly-owned subsidiaries and related party transactions.
(IX) on June 30, 2021, the company held the sixth meeting of the seventh board of directors, and I expressed independent opinions on the following matters:
1. Independent opinions on the proposal on the revision of the company’s plan for issuing convertible corporate bonds to unspecified objects;
2. Independent opinions on the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects (Revised Draft);
3. Independent opinions on the proposal on the demonstration and analysis report (Revised Draft) of the company’s plan to issue convertible corporate bonds to unspecified objects;
4. Independent opinions on the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
5. Independent opinions on the proposal on the report on the use of the company’s previously raised funds;
6. Independent opinions on the proposal on the company issuing convertible corporate bonds to unspecified objects, diluting the immediate return, taking filling measures and commitments of relevant subjects (Revised Draft).
(x) on August 20, 2021, the company held the 8th meeting of the 7th board of directors, and I expressed independent opinions on the following matters:
1. Opinions on the occupation of funds by independent holding shareholders and other affiliated companies;
2. Independent opinions on the special report on the deposit and use of the company’s raised funds in the half year of 2021. 3、 Performance of professional committees
As a member of the company’s remuneration and assessment committee, I assessed the company’s senior managers with reference to the company’s remuneration plan for senior managers in 2021 during the reporting period.
As a member of the company’s audit committee, in accordance with the articles of association and the rules of procedure of the audit committee of the board of directors, I consulted the company’s annual, semi annual and quarterly financial statements, internal audit work report, storage and use of raised funds, annual internal control evaluation report, employment of external audit institutions, changes in accounting policies and other major matters during the reporting period.
4、 Training and learning
Since I became an independent director of the company, I have always paid attention to studying the relevant laws, regulations and rules of listed companies, deepening my understanding and understanding of the relevant laws and regulations such as standardizing the corporate governance structure and protecting the shareholders’ rights and interests of the public, constantly improving my ability to perform my duties, forming an ideological awareness of consciously protecting the shareholders’ rights and interests of the public, and providing better opinions and suggestions for the company’s scientific decision-making and risk prevention, And promote the company’s further standardized operation.
5、 Other matters
(I) no independent directors proposed to convene the board of directors;
(II) no independent director proposes to hire an accounting firm;
(III) there is no external audit institution or consulting institution employed by independent directors.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of various major matters of the company, offer advice and suggestions for the healthy development of the company, and try my best to safeguard the rights and interests of investors. In 2022, I will be more diligent and responsible, use my knowledge and experience to provide more constructive suggestions for the development of the company, and promote the healthy and sustainable development of the company in the established direction.
Hereby report, thank you!
Independent director: Zhu Zuyin April 23, 2022
