Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) , in 2021, I faithfully performed my duties, gave full play to the role of independent directors, performed my duties diligently and safeguarded the overall interests of the company in strict accordance with the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the requirements of the articles of association and the working system of independent directors of the company, Safeguarding the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 to all shareholders as follows:
1、 Attendance at meetings
In 2021, the company held 7 meetings of the board of directors and 2 annual general meetings of shareholders. All meetings were held in accordance with legal procedures, and major matters were subject to relevant approval procedures. In case that the independent director is absent from the meeting or fails to exercise all the voting rights on his behalf by means of communication.
In terms of the exercise of voting rights, I voted in favor of all the proposals of the board of directors after careful examination, and there was no objection or abstention. The following are the details of my attendance at the board meeting and the general meeting of shareholders last year:
1. Attendance at the board of directors:
Name number of attendance during working hours number of attendance in person number of attendance by proxy number of absence
Jiao leipeng July 2021 —
2. Attendance at the general meeting of shareholders:
Name number of attendance during working hours number of attendance in person number of attendance by proxy number of absence
Jiao leipeng February 2021 —
2、 Independent opinions
In the last year, as an independent director of the company, I reviewed the proposals and relevant materials submitted by the board of directors of the company to be expressed by independent directors in accordance with relevant laws, regulations and rules of the company. My independent opinions on relevant matters of the company are as follows:
1. On January 4, 2021, at the 12th meeting of the third board of directors of the company, he expressed independent opinions on the deliberation of the proposal on share repurchase of the company at the meeting.
2. On March 9, 2021, at the 13th meeting of the third board of directors of the company, independent opinions were expressed on the meeting’s deliberation of the proposal on the company’s public issuance of convertible corporate bonds, the proposal on the company’s actual controller providing guarantee and related party transactions for the company’s issuance of convertible corporate bonds, and the relevant matters of the company’s public issuance of convertible corporate bonds.
3. On April 9, 2021, at the 14th meeting of the third board of directors of the company, the proposal on the prediction of daily connected transactions of the company in 2021 was considered at the meeting The prior approval opinions on the proposal on the company’s re employment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, the proposal on the special explanation on the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties, and the proposal on the company’s profit distribution plan in 2021 Proposal on the company’s reappointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, proposal on the director’s remuneration plan in 2021, proposal on the self-evaluation report on internal control in 2021, proposal on the special report on the deposit and use of raised funds in 2021, proposal on the prediction of daily connected transactions in 2021 The proposal on changes in accounting policies issued independent opinions. 4. On July 23, 2021, at the 16th meeting of the third board of directors of the company, the proposal on Revising the plan of the company’s public issuance of convertible corporate bonds and the proposal on the plan of the company’s public issuance of convertible corporate bonds (Revised Draft) were considered at the meeting The proposal on the impact of diluting the immediate return of convertible corporate bonds on the company’s main financial indicators and the filling measures and the commitments of relevant subjects (Revised Draft) and the proposal on the rules of the meeting of convertible bondholders (Revised Draft) issued independent opinions. 5. On August 20, 2021, at the 17th meeting of the third board of directors of the company, independent opinions were expressed on the deliberation of the special statement on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee and the proposal on the deposit and use of raised funds in the half year of 2021.
3、 Performance of professional committees
As a member of the company’s remuneration and assessment committee, nomination committee and audit committee, I mainly perform the following duties in 2021:
1. Work of the remuneration and assessment committee: in 2021, I participated in one meeting of the remuneration and assessment committee. During the meeting, I performed relevant duties in strict accordance with the implementation rules of the nomination committee of the board of directors, and deliberated on the 2020 work report of the general manager, the 2020 work report of the board of directors and the remuneration scheme of the directors and supervisors of the company in 2021. Review the performance of duties of the company’s directors, and senior managers, and supervise the implementation of the company’s remuneration system.
2. Work of the nomination committee: in 2021, I attended a meeting of the nomination committee. During this period, I performed relevant duties in strict accordance with the company’s implementation rules for the nomination committee of the board of directors, and deliberated on the election of shareholders’ representative supervisors. Through in-depth and extensive understanding of the company’s directors, supervisors and senior managers in their daily work and the participation of the board of directors, they carefully reviewed the qualifications of current directors, supervisors and senior managers, so as to give effective nomination opinions in the nomination of directors, supervisors and senior managers.
3. Work of the Audit Committee: in 2021, I attended 6 Audit Committee meetings, during which I prepared and disclosed the company’s annual report and semi annual report, summarized and planned the internal audit work of each quarter, the feasibility analysis report of the company’s public issuance of convertible bonds and relevant financial data in strict accordance with the implementation rules of the audit committee of the board of directors The plan for public issuance of convertible corporate bonds (Revised Version) and other matters were deliberated.
4、 On site inspection of the company
During the reporting period, I faithfully performed my duties as an independent director. I took advantage of the opportunity to attend on-site meetings to conduct on-site visits to the company, maintain communication with the company’s directors, supervisors, senior executives and relevant staff, timely understand the implementation of resolutions of the company’s general meeting of shareholders and the board of directors, production and operation activities, the implementation of internal control system and financial operation, master the company’s dynamics, and pay attention to relevant media reports on the company, Supervise the standardized operation of the company. During the reporting period, I found no abnormalities and major defects in the company during my on-site inspection of the company.
5、 Training and learning
During the reporting period, I carefully studied the relevant laws, regulations and normative documents of the China Securities Regulatory Commission, Shaanxi securities regulatory bureau and Shenzhen Stock Exchange, improved my ability to perform my duties, practically strengthened my ability to protect the interests of the company’s investors, and formed an ideological awareness of consciously protecting the interests of shareholders of the public.
6、 Other work
1. During the reporting period, no independent director proposed to convene the board of directors;
2. During the reporting period, no independent director proposed to the board of directors to hire or dismiss an accounting firm; 3. During the reporting period, no independent directors independently hired external audit institutions and consulting institutions. It is hereby reported
Independent director: Jiao leipeng
Email address: [email protected]. April 22, 2022
