Report on work of Mr. Deng Chuanyuan, an independent director in 2021
Dear shareholders and their agents
As an independent director of the 5th board of directors of By-Health Co.Ltd(300146) (hereinafter referred to as "the company"), I worked in 2021 in accordance with relevant laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies of the CSRC, and the articles of association, the working system of independent directors and other company systems, I regularly understand and inspect the operation of the company, earnestly perform the duties of independent directors, and fulfill my duties diligently. I actively attend relevant meetings, carefully review the meeting proposals and relevant materials, participate in topic discussion and put forward reasonable suggestions, express independent opinions on relevant matters of the board of directors, and give full play to the role of independent directors, so as to safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
1. In 2021, the meetings of the board of directors and the general meeting of shareholders of the company were convened in accordance with legal procedures. Major business decisions and other major matters were carried out in accordance with relevant procedures, and the resolutions were legal and effective.
2. During the reporting period, I personally attended all the meetings of the board of directors that should be attended and voted for the relevant proposals considered at the meeting of the board of directors.
Name should be present at the scene, and the attendance should be entrusted by communication voting. Are there two consecutive absences
Number of times way number of times of attendance number of times of not attending the meeting
Deng Chuanyuan 7 1 6 0 0 no
The company held three shareholders' meetings and attended the report in person.
2、 Key concerns in performance of duties in 2021
During the reporting period, I conducted a serious and professional analysis on the major matters of the company and gave prior approval opinions or independent opinions on the following relevant matters of the company.
Meeting time: prior approval opinions / independent opinions issued at the meeting session
1. Prior approval opinions on the appointment of audit institutions in 2021
2. Opinions of the 5th independent board of directors on the occupation of funds by the company's controlling shareholders and other related parties in 2020
March 5, 2021
Eighth meeting 3 Explanation and independent opinions on the external guarantee provided by the company
4. Independent opinions on 2020 profit distribution plan
5. Independent opinions on cancellation of some stock options granted in 2019 stock option incentive plan
6. Independent opinions on cancellation of some stock options granted in the second phase of 2019 stock option incentive plan
7. Independent opinions on the special instructions on the deposit and use of raised funds in 2020
Independent report on internal control in 2020
9. Independent opinions on adjusting the remuneration of some senior managers of the company
10. Independent opinions on providing guarantee for subordinate enterprises
11. Independent opinion on the renewal of the accounting firm as the audit institution of the company in 2021
Independent opinions of the 5th board of directors on matters related to the authorization of the company to issue shares to specific objects
April 6, 2021
Ninth meeting
1. Independent opinions on adjusting the exercise price of stock options granted for the first time and reserved stock options in 2019 stock option incentive plan
The 5th board of directors
April 28, 2021 2 Ten meetings on adjusting the exercise price of stock options granted for the first time in the second phase of 2019 stock option incentive plan
Independent opinion on qualified matters
3. Independent opinions on cooperative investment and related party transactions with professional investment institutions
The 5th session of the board of directors Independent opinions on the company's use of idle raised funds for cash management
May 28, 2021
Eleventh meeting 2 Independent opinions on the company's use of idle self owned funds for entrusted financial management
Matters related to the company's use of part of the raised funds to replace the self raised funds invested in the raised investment projects in advance at the 5th session of the board of directors June 24, 2021
Independent opinions of the 12th meeting
1. Independent opinions on the special statement on the deposit and use of raised funds in the half year of 2021 the fifth session of the board of directors
August 5, 2021 2 About the capital occupied by the controlling shareholders and other related parties in the half year of 2021 and the 13th meeting
Independent opinions on external guarantee of the company
3、 Work of committees of the board of directors
In order to actively promote the work of the professional committee of the board of directors and strengthen its professional functions, the Fifth Board of directors of the company has established an audit committee and a nomination, remuneration and assessment committee.
I am a member of the audit committee and the nomination, remuneration and assessment committee, and actively perform relevant duties.
1. Work of the board of Auditors
In 2021, the company held 6 Audit Committee meetings. I supervised the company's internal audit system and its implementation, reviewed the company's financial information and its disclosure, and discussed and considered 21 proposals such as the 2020 financial report, the 2020 financial final account report and the 2021 financial budget report in accordance with the company's working rules of the audit committee of the board of directors and other relevant provisions.
2. Work of nomination, salary and assessment committee
In 2021, the company held three meetings of nomination, salary and assessment committee. I have carefully reviewed and studied the compliance of the remuneration of the company's directors and senior managers in accordance with the company's detailed rules for the work of the nomination, remuneration and assessment committee of the board of directors, The proposal on determining the annual performance salary of some fifth senior managers in 2020 and the proposal on the annual performance salary of directors and some senior managers in 2020 were discussed and deliberated.
4、 On site investigation of the company
In 2021, I actively performed my duties as an independent director and conducted on-site investigation to the company to communicate and understand the production, operation and financial status of the company; And keep in touch with other directors, senior managers 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 the relevant reports of the media and network on the company, timely learn the progress of major matters of the company and master the production and operation of the company.
5、 Work done in protecting the rights and interests of investors
1. Effectively perform the duties of independent directors. I require the company to provide relevant information in advance for careful review of major matters considered and decided by the board of directors of the company, and ask relevant departments and personnel of the company if necessary. On this basis, I use my own professional knowledge to exercise the voting right independently, objectively and prudently, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the legitimate rights and interests of the company and shareholders.
2. Strengthen their own learning and improve their ability to perform their duties. I will continue to understand the company's interests and relevant laws and regulations, and actively improve my ability to participate in the training of the company's interests and other relevant laws and regulations, so as to improve my ability to prevent and protect the company's interests and other relevant documents, Form the ideological consciousness of consciously protecting the rights and interests of shareholders of the public.
3. Actively pay attention to the company's information disclosure to ensure that the company performs its obligation of information disclosure in time.
6、 Other
In 2021, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, to employ or dismiss accounting firms, or to independently employ external audit institutions and consulting institutions.
In 2022, I will continue to strengthen my study, earnestly, diligently and faithfully perform my duties in strict accordance with the provisions and requirements of relevant laws and regulations on independent directors, enhance the transparency of the board of directors, safeguard the legitimate rights and interests of investors, especially small and medium-sized investors, and promote the healthy and sustainable development of the company.
By-Health Co.Ltd(300146) independent director: Deng Chuanyuan March 4, 2002
