Beijing Scitop Bio-Tech Co.Ltd(300858)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem The rules for independent directors of listed companies and other relevant laws and regulations, as well as the relevant provisions and requirements of the company’s working system for independent directors, faithfully and diligently perform their duties, actively participate in the meetings that should be attended, carefully review the proposals of the board of directors, express opinions on relevant matters, give full play to the role of independent directors, supervise the standardized operation of the company, and safeguard the interests of the company and shareholders, especially minority shareholders. The report on my performance of duties as an independent director in 2021 is as follows: I. attendance at the meeting
In 2021, the company held 7 meetings of the board of directors and 3 meetings of shareholders. As an independent director of the company, I actively participated in the meetings of the board of directors and shareholders, and attended them in person without authorization.
The details of attendance at the meeting are as follows:
Name should attend the board meeting of shareholders in person or by proxy in this year. Are there two consecutive times of not attending the board meeting of shareholders in person
Jiang Ruibo 7 7 0 No 2
I voted in favor of all the proposals considered at the board meeting in 2021, without objection or abstention. The convening of the board of directors and the general meeting of shareholders of the company in 2021 complied with legal procedures, and major business decisions and other major matters were subject to relevant examination and approval procedures, which were legal and effective. 2、 Giving prior approval opinions and independent opinions
In 2021, I actively understood the company’s business activities, carefully reviewed the contents of the proposals of each board of directors, and jointly issued the following prior approval opinions and independent opinions on relevant matters with other independent directors of the company in accordance with relevant laws, regulations and relevant systems:
(1) Prior approval opinion
Types of matters and opinions approved in advance at the time of the session of the board of directors
On April 21, 2021 of the second session of the board of directors, 1. Proposal on renewing the appointment of the audit institution in 2021; Agree to the proposal of the 9th meeting on the prediction of daily connected transactions in 2021.
2021-7-8 1 of the second session of the board of directors: proposal on intangible assets related to Shenzhen juntuo replacement and consent to connected transactions at the 11th meeting.
(2) Independent opinion
Types of independent opinions expressed during the session of the board of directors
1. About Beijing Scitop Bio-Tech Co.Ltd(300858)
2021 restricted stock incentive plan (Draft) and its abstract
Proposal of the second board of directors on 2021-2-4; Agree to the 7th meeting 2. On the formulation of Beijing Ketuo Hengtong Biotechnology Co., Ltd
The company implemented assessment management for the restricted stock incentive plan in 2021
Measures.
On March 10, 2021, the second board of directors approved the proposal of the eighth meeting on granting restricted shares to incentive objects for the first time.
1. On the occupation of the company’s funds by controlling shareholders and other related parties
Independent opinions;
2. Independent opinions on the external guarantee of the company;
3. Discussion on the self-evaluation report of internal control in 2020
Case;
4. Proposal on 2020 profit distribution plan; 5、
Proposal on reappointment of audit institutions in 2021;
6. On the deposit and use of raised funds in 2020
Proposal of special report;
7. Proposal on Directors’ remuneration scheme in 2021;
On April 21, 2021 of the second board of directors 8. The proposal on the remuneration plan of senior managers in 2021 agreed to the proposal of the ninth board of directors;
9. Discussion on using idle self owned funds for cash management
Case;
10. Proposal on the prediction of daily connected transactions in 2021;
11. Proposal on by election of independent directors;
12. On the proposed cooperation with the Management Committee of Helingeer New Area in Inner Mongolia
Sign the investment contract of comprehensive R & D pilot production base project
The proposal of the;
13. On alteration of some investment projects with raised funds and capital contribution
Establishing a wholly-owned subsidiary and providing loans for the implementation of raised investment projects
Case.
The second session of the board of directors 1. Discussion on cash management with idle raised funds
2021-7-8 proposal of the 11th meeting; 2. Consent on intangible assets related to Shenzhen juntuo
Types of independent opinions expressed during the session of the board of directors
Proposal on related party transactions;
3. Proposal on the appointment of senior managers;
4. On adjusting the incentive plan of restricted shares in 2021 for the first time
Proposal on grant quantity, reserved quantity and grant price.
1. Information on the occupation of the company’s funds by controlling shareholders and other related parties
Independent opinions on the situation of the second board of directors;
The 12th meeting 2021-8-16 2. Independent opinions on the company’s external guarantee; agree
3. On the deposit and use of raised funds in the half year of 2021
Proposal on the special report of the State Council.
3、 Performance of professional committees
As a member of the audit committee of the board of directors of the company, I participated in the meetings of the audit committee, reviewed the internal audit and periodic reports of the company, reviewed the performance ability and qualification of the accounting firm to be appointed, supervised the internal audit department and its work of the company, and played the supervisory role of the audit committee.
As a member of the remuneration and appraisal committee of the board of directors of the company, I have participated in the meetings of the remuneration and appraisal committee, participated in the deliberation of the remuneration scheme of the company, participated in the formulation of the draft equity incentive plan of the company, supervised the implementation of the remuneration policy of the company, and gave full play to the due role of the remuneration and appraisal committee. 4、 On site investigation of the company
I take advantage of the opportunity of attending the board of directors, shareholders’ meetings and business exchanges and other time to understand the production, operation and financial situation of the company, maintain communication with the directors, senior executives and relevant staff of the company, listen to the report of the company’s management on the operation status and standardized operation, pay close attention to the corporate governance, production, operation management and development, and understand the dynamics of the company, Actively put forward suggestions on the operation and management of the company. 5、 Work done in protecting the rights and interests of investors
1. I actively paid attention to the production and operation status and financial status of the company, carefully consulted relevant documents and materials for the proposals submitted to the board of directors for deliberation, independently, objectively and fairly exercised the voting right by using my professional knowledge, maintained full independence in my work, and effectively safeguarded the interests of the company and all shareholders.
2. I continue to pay attention to the company’s information disclosure and urge the company to complete the information disclosure in 2021 in a true, accurate and timely manner in strict accordance with the requirements of laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies.
3. I actively study relevant laws, regulations, rules and regulations, fully understand the systems of listed companies, continuously improve my business ability, and effectively strengthen the ability to protect the interests of the company and investors. 6、 Other matters
1. There is no proposal to convene a meeting of the board of directors or an extraordinary general meeting of shareholders;
2. There is no proposal to hire or dismiss an accounting firm;
3. There are no external audit institutions and consulting institutions.
In 2022, I will continue to perform the duties of independent directors diligently and conscientiously in accordance with the provisions and requirements of relevant laws and regulations on independent directors, strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, provide decision-making reference suggestions for the company’s board of directors, improve the company’s decision-making level, promote the company’s sustainable, steady and healthy development, and repay the majority of investors with better performance.
It is hereby reported.
Independent director: Jiang Ruibo April 24, 2022
