Intco Medical Technology Co.Ltd(300677)
Report of independent directors on the 55th meeting of the second board of directors
Independent opinions on relevant matters
As an independent director of the company in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents, the articles of association and other relevant provisions, Based on the position of independent judgment, in line with the attitude of being responsible to the company, all shareholders and investors, and adhering to the principle of seeking truth from facts, and on the basis of careful verification of relevant materials, we hereby express independent opinions on the relevant matters considered at the 55th meeting of the second board of directors of the company as follows:
1、 Independent opinions on the change of the board of directors of the company and the nomination of candidates for non independent directors of the third board of directors
The term of office of the second board of directors of the company expired on October 16, 2021. According to the company law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other relevant provisions, the company conducted the general election of the board of directors in accordance with procedures. Mr. Liu Fangyi, Ms. Chen Qiong, Ms. Sun Jing and Mr. Yu Haisheng were nominated by the nomination committee of the board of directors and recommended by shareholders with more than 3% of the issued shares of the company as candidates for non independent directors of the third board of directors of the company.
After reviewing and understanding the resumes and relevant information of the candidates for non independent directors of the third board of directors of the company, we believe that the candidates have the qualification and ability to serve as non independent directors of the company, and there are no laws and regulations such as the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM The circumstances stipulated in the normative documents and the articles of association that cannot serve as a director of the company meet the qualifications of directors stipulated in relevant laws and regulations.
The nomination procedures of the above non independent director candidates comply with the company law, the articles of association and other relevant provisions. The nomination of director candidates has obtained the consent of the nominees themselves, the nomination procedures are legal and effective, the deliberation and voting procedures of the general election are legal and compliant, and there is no damage to the interests of shareholders, especially the interests of minority shareholders.
We unanimously agree to the nomination of the above candidates for non independent directors and agree to submit them to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the change of the board of directors of the company and the nomination of independent director candidates for the third board of directors of the company
The term of office of the second board of directors of the company has expired on October 16, 2021. According to the company law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other relevant provisions, the company conducts the general election of the board of directors in accordance with the procedures. After the nomination recommended by the shareholders holding more than 3% of the company and reviewed by the nomination committee of the board of directors, the board of directors agreed to recommend Mr. Wang Yang, Mr. Wu Xiaohui and Ms. Xiang Jing as independent director candidates of the third board of directors of the company. Among them, Mr. Wu Xiaohui, an independent director candidate, is an accounting professional.
After reviewing and understanding the resumes and relevant information of the candidates for independent directors of the third board of directors of the company, we believe that the above candidates have the qualification and ability to serve as independent directors of the company, and there are no relevant laws and regulations such as the company law, the Shenzhen Stock Exchange self regulatory guidance No. 2 – standardized operation of companies listed on the gem The circumstances under which the company is not allowed to serve as a director as stipulated in the laws and regulations and the articles of association are not dishonest Executees, and meet the qualifications of directors as stipulated in relevant laws and regulations.
Up to now, Ms. Xiang Jing, an independent director candidate, has obtained the independent director qualification certificate. Mr. Wang Yang and Mr. Wu Xiaohui have made a written commitment to sign up for the latest independent director training and obtain the independent director qualification certificate.
The nomination procedures of the above independent director candidates comply with the relevant provisions of the company law, the articles of association and the working rules of the nomination committee. The nomination of independent director candidates has been approved by the nominees themselves, the nomination procedures are legal and effective, the deliberation and voting procedures of the general election are legal and compliant, and there is no damage to the interests of shareholders, especially the interests of minority shareholders.
We unanimously agree to the nomination of the above independent director candidates. After the independent director candidates have been filed and reviewed by Shenzhen Stock Exchange and have no objection, we agree to submit them to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the proposed purchase of directors, supervisors and senior managers’ liability insurance
After review, we believe that the company plans to purchase liability insurance for directors, supervisors and senior managers, which is conducive to improving the company’s risk control system, protecting the rights and interests of the company and its directors, supervisors and senior managers, promoting the relevant responsible personnel to fully exercise their rights and perform their duties, and promoting the healthy development of the company, without damaging the interests of the company and all shareholders, The review procedure is legal and compliant. Therefore, we agree to directly submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for review.
Independent director: Ma Yushen, Wei Zhixun, Wei Xuejun
Intco Medical Technology Co.Ltd(300677) February 23, 2022
