CanSino Biologics Co., Ltd
2024 Annual Report of Independent Directors
I am an independent director of the third board of directors of CanSino Biologics Co., Ltd. (hereinafter referred to as the "Company"). During the reporting period, I was honest and diligent in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Measures for the Administration of Independent Directors of Listed Companies and other relevant laws, regulations and normative documents, as well as the Articles of Association of CanSino Biologics Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Working System for Independent Non-executive Directors of CanSino Biologics Co., LtdPerform duties independently, have a timely, comprehensive and in-depth understanding of the company's operating conditions, personally attend the meetings of the board of directors and various special committees, carefully deliberate on various proposals, express independent and objective opinions, promote the standardized operation of the board of directors and the improvement of corporate governance, and effectively safeguard the overall interests of the company and the legitimate rights and interests of small and medium-sized shareholders. The performance of duties in 2024 is reported as follows:
1. Basic information of independent directors
My basic information is as follows: Liu Jianzhong, male, current independent director, born in 1964, Chinese nationality, no right of permanent residence abroad, master of health sciences; From 1989 to 2003, he served as the Director of the Disease Control Division of the General Administration of Quality Supervision, Inspection and Quarantine of the People's Republic of China. From 2003 to 2011, he was Director of Scientific Affairs at Sanofi Pasteur; Since 2012, he has served as the vice president of Yingu Holding Group Co., Ltd.; Since 2016, he has served as the director and manager of Zhongyi (Beijing) Health Research Institute; Since 2019, he has served as an independent director of the company.
2. Annual performance report of independent directors
During the reporting period, I gave full play to my professional role in line with the principle of prudence and objectivity, and with a diligent and responsible attitude. Before the convening of the board of directors and various special committees, I conducted a comprehensive investigation and understanding of the relevant matters to be considered at the meeting, and inquired with the company when necessary, and the company was able to actively cooperate and reply in a timely manner. In the course of the meeting, I fully discussed the matters under consideration with other directors, made reasonable suggestions to the company based on my accumulated professional knowledge and professional experience, and expressed relevant opinions according to the scope of responsibilities of independent directors and various special committees, actively promoted the objectivity and scientificity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders. During the reporting period, I voted in favor of all the proposals of the board of directors in 2024, and all the proposals considered by the board of directors of the company in 2024 were voted and passed.
(1) Attendance at meetings and voting results
During the reporting period, the company held 2 general meetings of shareholders and 7 meetings of the board of directors. The general meeting of shareholders and the board of directors of the company
The convening was in accordance with legal procedures, and the relevant approval procedures were fulfilled for major business decisions and other major matters. As an independent director of the company, I attended and carefully reviewed the above-mentioned meeting materials provided by the company, understood the company's business situation, put forward constructive opinions or suggestions from the perspective of the responsibilities of independent directors, voted in favor of each proposal, and did not oppose or abstain, expressed independent opinions once, attended the special meeting of independent directors once, gave full play to the guidance and supervision role of independent directors, and conscientiously performed the duties of independent directors.
During the reporting period, I attended 4 audit committees, 2 nomination committees, and 1 remuneration and appraisal meeting
Commission. I believe that the convening of the meeting was in accordance with legal procedures, and the decision-making of relevant matters fulfilled the necessary approval procedures and disclosure obligations, in accordance with laws and regulations and the articles of association of the company. I personally participated in the relevant meetings, did not have any unexcused absences, carefully reviewed the relevant proposals, and earnestly fulfilled the responsibilities and obligations of independent directors.
During the reporting period, my participation in the general meeting of shareholders, the board of directors and the meetings of various special committees is as follows:
Independent Directors, General Meeting of Shareholders, Board of Directors, Audit Committee, Nomination Committee, Remuneration and Appraisal
commission
Liu Jianzhong 2/2 7/7 4/4 2/2 1/1
(2) Work development and the company's cooperation
During the reporting period, I learned about the company's operating conditions, financial management, R&D and commercialization progress, and internal control. I pay attention to strengthening the close contact with the company's directors, senior management and relevant staff to keep abreast of the progress of the company's major issues. In addition, I continue to pay attention to the development trends of the industry and the company's related public opinion, keep abreast of the company's dynamics, understand the company's management of production and marketing synergy and asset impairment, the collection management of accounts receivable, the development of internal audit work and the implementation of the plan, and remind potential tax risks in the process of conducting business. At the same time, the company actively cooperates with the work of the independent directors, fully guarantees the right to know of the independent directors of the company, and provides convenient conditions for their independent work.
3. Key issues for independent directors in the performance of their duties during the year
(1) Related party transactions
During the reporting period, the review procedures of the company's related party transactions complied with relevant laws, regulations and normative documents
It does not harm the interests of the company and the interests of small and medium-sized shareholders.
(2) External guarantees and capital occupation
As of December 31, 2024, the actual amount of guarantee incurred by the company is RMB 468,512,700
All of them are guarantees provided by CanSino Biologics (Shanghai) Co., Ltd., a wholly-owned subsidiary of the Company, to its holding subsidiary, CanSino Biologics (Shanghai) Biotechnology Co., Ltd. In addition to the above, during the reporting period, the company did not have any form of external guarantees, nor did it occur in the previous period but continued to the current reporting period, there was no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and no non-operating capital occupation was found between the company and related parties.
(3) The use of the raised funds
During the reporting period, the deposit and use of the company's raised funds complied with the provisions of laws and regulations such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Management System for Raised Funds of CanSino Biologics. The company has carried out special account storage and special use of the raised funds, and has fulfilled the relevant information disclosure obligations in a timely manner, and the specific use of the raised funds is consistent with the information disclosed by the company, and there is no disguised change in the use of raised funds and damage to the interests of shareholders, and there is no illegal use of raised funds.
(4) Nomination and remuneration of senior management
During the reporting period, I reviewed the nomination of the company's senior management personnel and believed that the appointment candidates met the requirements stipulated in relevant laws, regulations and the Articles of Association, and there were no statutory circumstances that made them unsuitable to serve as senior management of the company. After reviewing the resumes of the above-mentioned personnel, it is considered that they have the professional ability and experience to perform their job responsibilities. I have reviewed the 2023 and 2024 senior management compensation plans and believe that the plans are in line with the current market level and the actual situation of the company, and in line with relevant regulations.
(5) Performance forecasts and performance reports
During the reporting period, the company fulfilled its disclosure obligations in accordance with the provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.
(6) The employment of accounting firms
After the deliberation and approval of the company's 2023 annual general meeting of shareholders, the company hired Deloitte Touche Tohmatsu Certified Public Accountants (special
General Partnership) is a domestic audit institution and internal control audit institution in 2024, and Deloitte Touche Tohmatsu Chen Fang is engaged as an overseas audit institution in 2024, and the appointment procedures of the accounting firm comply with the provisions of laws, regulations, normative documents and the Articles of Association.
(7) Cash dividends and other investor returns
During the reporting period, the company held the 2023 annual general meeting of shareholders to deliberate and approve the "About 2023 Annual Profit
According to the actual situation of the company's financial situation and business development, in order to better safeguard the long-term interests of all shareholders and ensure the sustainable development and capital needs of the company, the company decided not to distribute profits in 2023, nor to convert capital reserve into share capital.
(8) Equity incentives/employee stock ownership plans
During the reporting period, the company did not review and implement the equity incentive plan. At the same time, the 2023 employee stock ownership plan implemented by the company complies with the relevant provisions of the Company Law, the Securities Law and other relevant laws, regulations, normative documents and the Articles of Association, and does not harm the interests of listed companies and the legitimate rights and interests of small and medium-sized shareholders, which is conducive to improving the level of corporate governance, improving the company's salary and incentive mechanism, fully mobilizing the enthusiasm of employees, and realizing the long-term sustainable development of the company.
(9) The fulfillment of the commitments of the company and its shareholders
During the reporting period, the company and its shareholders strictly fulfilled their commitments, and there was no violation of the commitments.
(10) Implementation of information disclosure
In 2024, the Company strictly followed the requirements of the Company Law, the Securities Law, the Administrative Measures for Information Disclosure of Listed Companies, and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, conscientiously fulfilled its information disclosure obligations to ensure that the disclosed information was true, accurate and complete, and that there were no false records, misleading statements or material omissions.
(11) Implementation of internal control
In 2024, in accordance with the requirements of the Company Law, the Basic Standards for Enterprise Internal Control and other relevant laws and regulations, the Company carried out in-depth internal control work, actively promoted the construction of the internal control system, and promoted the effective implementation of the Company's internal control activities.
(12) The operation of the board of directors and its subordinate committees
During my tenure in 2024, the company held a total of 7 board of directors and 7 special committee meetings.
The convening procedures, agenda items, and implementation of resolutions of the board of directors and its subordinate special committees are in accordance with the requirements of the Company Law, the Articles of Association and other rules and regulations. I believe that the operating procedures of the Board of Directors and its subordinate committees are legal, compliant and effective.
Fourth, the overall evaluation and recommendations
In 2024, as an independent director of the Company, I will follow the principles of objectivity, impartiality, independence and integrity, as well as an attitude of responsibility to all shareholders, especially small and medium-sized shareholders, perform the duties of an independent director, participate in the decision-making of major matters of the Company, give full play to the role of independent directors, provide constructive advice to the Board of Directors, and safeguard the overall interests of the Company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
In 2025, I will continue to act as an independent director in a serious, diligent, prudent and responsible attitude towards all shareholders, in strict accordance with the provisions and requirements of laws and regulations, normative documents and internal rules and regulations such as the Articles of Association, strengthen the awareness of protection of public shareholders, protect the legitimate rights and interests of small and medium-sized investors, and put forward reasonable suggestions for the standardized operation and development of the company based on my professional knowledge and work experience, so as to safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
It is hereby reported.
Independent Director: Liu Jianzhong
March 25, 2025
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