昭衍新药: 昭衍新药独立董事2024年度述职报告（张帆）

Core Viewpoint - The independent director of Beijing Zhaoyan New Drug Research Center Co., Ltd. has diligently fulfilled responsibilities in 2024, ensuring compliance with relevant laws and protecting the interests of minority shareholders [1][2]. Group 1: Independent Director's Background - The independent director, Zhang Fan, has a strong educational background with a Bachelor's degree in Management (Accounting) from Sun Yat-sen University and an MBA from Carnegie Mellon University, along with being a certified public accountant in the U.S. [1] - Zhang has extensive experience in the banking sector, having worked at China Construction Bank and served as a managing director at CCB International, focusing on capital market activities [1]. Group 2: Attendance and Participation - During the reporting period, the company held one shareholders' meeting, six board meetings, and three independent director meetings, with the independent director attending all meetings either in person or via communication [2][3]. - The independent director actively reviewed materials before meetings and communicated with management to understand key issues, contributing professional suggestions during discussions [3]. Group 3: Oversight and Communication - The independent director participated in discussions regarding internal control management and audit work with KPMG, focusing on audit scope, risk, and independence of auditors [3][4]. - Engagement with minority shareholders was prioritized, with the independent director attending the shareholders' meeting and monitoring shareholder inquiries on platforms like Shanghai Stock Exchange's e-interaction [3][4]. Group 4: Compliance and Audit - The independent director reviewed the company's 2023 annual report and internal control evaluation report, confirming compliance with regulations and accurate reflection of the company's operational and financial status [6][7]. - The appointment of KPMG as the auditing firm for 2024 was conducted following legal and procedural requirements, ensuring transparency and compliance [6][7]. Group 5: Related Transactions and Recommendations - The independent director conducted a pre-review of related transactions, confirming they were necessary for normal operations and priced fairly, adhering to principles of openness and fairness [5][6]. - No changes or waivers of commitments were reported during the period, and the independent director supported the nomination of board candidates, ensuring compliance with relevant regulations [6][8].