Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Report on the work of independent directors in 2021
(Yang Nong)
In 2021, as an independent director of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”), I effectively performed the duties of an independent director and exercised the rights of an independent director conscientiously, diligently and prudently in strict accordance with the company law, the articles of association, the detailed rules for the work of independent directors and other laws, regulations and rules. I hereby report my performance during my tenure in 2021 as follows:
1、 Attendance at meetings
1. Attendance at the board of directors and shareholders’ meeting
During the term of office in 2021, the company held 3 general meetings of shareholders and 10 meetings of the board of directors. I personally attended all shareholders’ meetings and meetings of the board of directors that should be attended. I was not absent and did not entrust other independent directors to attend and exercise voting rights on behalf of me. As an independent director, I have no objection to the proposals and related matters of the board of directors and voted in favour of the relevant proposals considered at each meeting of the board of directors.
I believe that the convening of the general meeting of shareholders and the board of directors comply with the legal procedures, and the relevant approval procedures have been performed for major business decisions and other major matters.
2、 Independent opinions
In 2021, in accordance with the provisions of the articles of association and the working rules for independent directors of the company, I earnestly performed my duties and jointly expressed independent opinions on relevant matters during my term of office with other independent directors. The details are as follows: the company held the 16th meeting of the first board of directors on June 9, 2021, We have expressed explicit and agreed independent opinions on the proposal on the company’s profit distribution plan for 2020, the proposal on hiring an audit institution in 2021, the proposal on the remuneration of non independent directors in 2021 and the proposal on the remuneration of senior managers in 2021.
The company held the 17th meeting of the first board of directors on July 3, 2021, and we expressed our independent opinions on the relevant proposals for the general election of the board of directors.
The company held the first meeting of the second session of the board of directors on July 27, 2021. We expressed explicit and agreed independent opinions on the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company, the proposal on the appointment of the chief financial officer of the company and the proposal on the appointment of the Secretary of the board of directors of the company. The company held the fifth meeting of the second board of directors on December 17, 2021. We expressed our independent opinions on the proposal on cash management using some idle self owned funds and raised funds (including over raised funds).
3、 Performance of special committees
As the convener of the nomination committee and the member of the audit committee under the board of directors of the company, I actively perform relevant duties in strict accordance with the requirements of the articles of association and the working rules of relevant special committees and in the principle of diligence. During the reporting period, the audit committee held 4 meetings, and I personally attended and voted in favour of the relevant proposals considered.
4、 On site investigation in the company
As an independent director of the company, during my tenure, I actively performed the duties of an independent director, made many on-site visits to the company by taking advantage of the opportunity of on-site meetings, paid close attention to the construction and implementation of the company’s production and operation, financial management and internal control systems, always paid attention to the impact of external environment and market changes on the company, timely learned the progress of major matters such as the company’s application for listing, and mastered the operation dynamics of the company.
5、 Work on protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and urge the company to carry out the company’s information disclosure in strict accordance with the requirements of laws and regulations such as the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock exchange No. 2 – standardized operation of companies listed on the gem; 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 relevant laws and regulations such as the CSRC and the Shenzhen Stock Exchange, maintain good communication with other directors, supervisors and relevant staff of the company by telephone and e-mail, pay attention to the company’s operating conditions, financial conditions, system construction and the implementation of resolutions of the board of directors and the general meeting of shareholders, and fully protect the legitimate rights and interests of investors, especially small and medium-sized shareholders.
6、 Training and learning
Since I became an independent director, I have been strengthening the training and Study on the protection of investors’ rights and interests and the performance of duties of independent directors, more comprehensively understanding the various systems of the work of independent directors, and urging the standardized operation of the company, so as to safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
7、 Other working conditions
1. During the term of office in 2021, no independent director proposed to hold a meeting of the board of directors;
2. During the term of office in 2021, no independent director proposed to appoint or dismiss an accounting firm; 3. During the term of office in 2021, there was no independent employment of external audit institutions and consulting institutions.
During the reporting period, as an independent director of the company, I faithfully performed my duties and actively participated in the decision-making of the company’s deliberations. In 2022, I will continue to perform the duties of independent directors carefully and diligently in strict accordance with the provisions and requirements of relevant laws and regulations, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
Independent director: Yang Nong April 21, 2022
