Shandong Wohua Pharmaceutical Co.Ltd(002107)
2021 annual work report of independent directors of the sixth board of directors
(LV Wei)
Dear shareholders and their agents
As an independent director of the sixth board of directors of Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the company), in accordance with the requirements of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidance on the establishment of independent director system in listed companies and the articles of association and other relevant laws, regulations and rules, Being diligent and responsible, safeguarding the interests of the company and the legitimate rights and interests of shareholders has played a good role in promoting the standardized, stable and healthy development of the company. Now I will report my performance of duties in 2021 to you.
1、 Attendance at meetings
(I) attendance at board meetings
During the reporting period, the company held 4 meetings of the board of directors and attended 4 meetings of the board of directors in person. There was no absence and did not entrust other directors to attend the meeting and exercise their voting rights. I reviewed all the proposals at the board meeting. In a prudent manner and in the principle of safeguarding the overall interests of the company and the interests of minority shareholders, I voted in favour of all the proposals without negative votes or abstention.
(II) attendance at the general meeting of shareholders as nonvoting delegates
Affected by the epidemic situation during the reporting period, I did not attend the general meeting of shareholders.
2、 Independent opinions issued during the reporting period
(I) at the 13th meeting of the 6th board of directors held on January 19, 2021, the following prior approval opinions and independent opinions were issued:
1. Prior approval opinions on the company's 2020 profit distribution plan
The 2020 profit distribution plan of the company reflects that the company attaches importance to the reasonable investment return to investors, firmly establishes the awareness of investment return to shareholders, takes into account the sustainable development of the company, and complies with the provisions of the articles of association on the continuity and stability of profit distribution. Therefore, we agree to submit the matter to the board of directors of the company for deliberation.
2. Prior approval opinions on the renewal of accounting firm
YONGTUO Certified Public Accountants (special general partnership) has relevant practice certificates and qualifications to engage in Securities and futures related businesses, has sufficient professional competence, investor protection ability and independence, has good integrity, and can meet the requirements of the company's audit in 2021. The company's re employment of the accounting firm is conducive to ensuring the quality of the company's annual audit work and protecting the interests of the company and all shareholders. Therefore, we agree to submit the matter to the board of directors of the company for deliberation.
3. Prior approval opinions on providing loans to holding subsidiaries
The company's loan to the holding subsidiary Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd. is a normal business behavior, and the company can obtain income from it. As other shareholders of Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd. Qingdao kangjisheng Investment Co., Ltd. are related parties of the company, the company does not provide loans to Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd. in the same proportion this time. The company provides loans to Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd. separately, which constitutes a related party transaction, and the decision-making procedures for related party transactions shall be performed. Therefore, we agree to submit the matter to the board of directors of the company for deliberation.
4. Independent opinions on the company's internal control evaluation report in 2020
The company's internal control system complies with relevant Chinese laws, regulations and the articles of association, and can be effectively implemented, ensuring the orderly development of the company's production, operation and management activities, and playing a good role in the control of all processes and links of the company's production and operation. The 2020 internal control evaluation report of the company truly and objectively reflects the construction and operation of the company's internal control system. Therefore, we agree to the company's 2020 internal control evaluation report.
5. Independent opinions on the company's profit distribution plan in 2020
The company's profit distribution plan for 2020 proposed by the board of directors complies with the company law, the securities law, the notice on matters related to the further implementation of cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, Comprehensive consideration of the company's long-term development and actual business development is conducive to better safeguard the long-term interests of the company and shareholders, and there is no damage to the interests of the company's shareholders, especially small and medium-sized shareholders. Therefore, we agree to the 2020 profit distribution plan proposed by the board of directors and submit it to the 2020 general meeting of shareholders of the company for deliberation. 6. Independent opinions on the renewal of accounting firm
After verification, YONGTUO Certified Public Accountants (special general partnership) has the qualification of securities practice. When acting as the company's audit institution, YONGTUO certified public accountants adhered to the independent audit standards in the process of special audit and financial statement audit of the company, and better fulfilled the responsibilities and obligations of the audit institution. The review procedure of this matter complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we agree that the company will continue to employ YONGTUO Certified Public Accountants (special general partnership) as the company's audit institution in 2021 and submit the matter to the company's 2020 general meeting for deliberation.
7. Independent opinions on providing loans to holding subsidiaries
The company's provision of loans to Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd. is conducive to reducing the financing cost of Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd., improving the use efficiency of funds, will not affect the normal production and operation of the company, and will not have a significant adverse impact on the company's financial and operating conditions. The relevant decision-making procedures are legal and compliant, and there is no damage to the interests of the company's shareholders, especially the minority shareholders. Therefore, we agree that the company will separately provide a loan of no more than RMB 100 million to Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd., and submit the matter to the 2020 annual general meeting of shareholders of the company for deliberation.
8. Special instructions and independent opinions of independent directors on the occupation of funds and external guarantees of related parties
As an independent director of Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the company), in accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee of listed companies (zjf [2005] No. 120), we With a responsible attitude of all shareholders and investors, and in accordance with the principle of seeking truth from facts, after carefully understanding and verifying the company's external guarantees and capital transactions with related parties as of December 31, 2020, the independent opinions are as follows:
(1) As of December 31, 2020, the company has no funds occupied by controlling shareholders, actual controllers and related parties;
As of December 31, 2020, the company has provided a loan of 135 million yuan to the holding subsidiary Liaoning Beijing Konruns Pharmaceutical Co.Ltd(603590) Co., Ltd., which is a matter of providing financial assistance, and has been deliberated and approved at the seventh (Interim) meeting of the sixth board of directors, the fifth (Interim) meeting of the sixth board of supervisors and the first extraordinary general meeting in 2020.
(2) During the reporting period, the company did not have any external guarantee or illegal external guarantee, nor did it have any external guarantee or illegal external guarantee that occurred in previous years and accumulated to December 31, 2020.
(II) at the 15th meeting of the 6th board of directors held on July 29, 2021, the following prior approval opinions and independent opinions were issued:
1. Special instructions and independent opinions of independent directors on the occupation of funds and external guarantees of related parties
As an independent director of Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the company), in accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee of listed companies (zjf [2005] No. 120), we With a responsible attitude of all shareholders and investors, and in accordance with the principle of seeking truth from facts, after carefully understanding and verifying the company's external guarantees and capital transactions with related parties as of June 30, 2021, the independent opinions are as follows:
(1) As of June 30, 2021, the company has no controlling shareholders and other related parties occupying the company's funds;
(2) During the reporting period, the company did not have any external guarantee or illegal external guarantee, nor did it have any external guarantee or illegal external guarantee that occurred in previous years and accumulated to June 30, 2021.
3、 On site investigation of the company
In 2021, in addition to attending the meeting of the board of directors, I conducted on-site investigation and understanding on the improvement and implementation of the company's operating conditions, management and internal control systems, the implementation of the resolutions of the board of directors, financial management and connected transactions, supervised and verified the performance of directors and senior executives and information disclosure, and actively and effectively performed the duties of independent directors, It has effectively safeguarded the interests of the company and the majority of public shareholders.
(I) I keep in close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to relevant media reports on the company, and timely grasp the operation status of the company.
(II) before making resolutions on major projects to be decided by the company, I conducted on-site investigation, carefully verified the feasibility of the project, and formed prudent voting opinions through professional judgment.
(III) carefully reviewed the company's production and operation, financial management, related transactions and external guarantees, timely understood the company's daily business status and possible business risks by using on-site investigation and other communication methods, gave corresponding guidance, expressed opinions and exercised functions and powers at the board of directors, and actively and effectively performed the duties of independent directors.
4、 Work done to protect the legitimate rights and interests of public shareholders
(I) supervision over the company's information disclosure
During the reporting period, I paid close attention to the company's information disclosure, carefully reviewed the meeting materials before each board meeting, and carefully checked the disclosed information after the meeting. I believe that the company can do a good job of information disclosure truthfully, accurately, timely and completely in strict accordance with laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the company's information disclosure management system.
(II) supervision of the company's governance structure and operation management
I faithfully performed my duties as an independent director, carefully reviewed all proposals considered by the board of directors, put forward suggestions on issues related to corporate governance structure and operation and management, independently, objectively and prudently exercised my voting rights on this basis, paid special attention to the impact of relevant proposals on the interests of all shareholders, and safeguarded the legitimate rights and interests of the company and minority shareholders, Actively and effectively performed the duties of independent directors.
(III) attach importance to learning and communication and improve the ideological awareness of protecting the shareholders' rights and interests of the public. I attach importance to the protection of investors' rights and interests and can treat investors fairly and fairly. By continuously strengthening the study of relevant laws, regulations, rules and regulations, I have deepened my understanding and understanding of relevant laws and regulations, especially those related to the standardization of corporate governance structure and the protection of the rights and interests of social public shareholders, which will help to effectively strengthen the ability to protect the interests of the company and investors and form the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
5、 Other matters
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to employ or dismiss an accounting firm;
(III) there are no independent external audit institutions and consulting institutions.
6、 Problems and suggestions of the company
The company operates steadily with standardized operation in all aspects. With the continuous expansion of the company's scale, we should further give full play to the role of the special committee of the board of directors, further strengthen the implementation of the internal control system and further strengthen the management of investor relations.
In 2022, I will, as always, actively and effectively perform the duties of independent directors and safeguard the legitimate rights and interests of the company and shareholders, especially minority shareholders, based on the principles of prudence, diligence and loyalty. It is hoped that the company will operate more steadily, operate more standardized and enhance its profitability. Under the leadership of the board of directors, the company will develop continuously, stably and healthily, and repay the majority of investors with better performance.
Independent director: LV Wei
January 19, 2002
