Jiangxi Sanxin Medtec Co.Ltd(300453)
2021 annual report of independent directors
(Zhou Yiping)
Dear shareholders and shareholder representatives
As an independent director of Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as “the company” or “the company”), I have strictly followed the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, No. 2 guidelines for self discipline supervision of listed companies – standardized operation of GEM listed companies, guidelines for the performance of duties of independent directors of listed companies In accordance with the provisions and requirements of the articles of association, the working system of independent directors and other relevant laws, regulations and rules, exercise their powers carefully and perform their duties in accordance with the law, so as to be free from the influence of major shareholders, actual controllers or other units or individuals with interests in the company, give full play to the independent role of independent directors and supervise the standardized operation of the company Safeguard the legitimate rights and interests of shareholders. 1、 Attendance at meetings
My attendance at the board meeting in 2021 is as follows:
Whether there are two consecutive times of unnamed positions, the number of attendance required, the actual number of attendance and the number of absences
Attend the meeting in person
Zhou Yiping independent director 8 0 no
The company held 8 meetings of the board of directors in 2021. During my term of office in 2021, I attended the board of directors 4 times and voted by communication 4 times. During my tenure, I diligently performed the duties of an independent director in strict accordance with the requirements of relevant laws and regulations, carefully reviewed and verified various proposals and related matters submitted by the company to the board of directors for deliberation, and voted in favour of relevant proposals to be voted. In my opinion, the convening, convening and voting procedures of the board meeting of the company comply with the provisions of laws and regulations, and the company’s major business decisions and other major matters have performed the corresponding procedures, which are legal and effective. 2、 Independent opinions
During my term of office in 2021, as an independent director of the company, I have expressed independent opinions on the following matters, as follows:
1. At the 9th meeting of the 4th board of directors held on March 25, 2021, the independent opinions on the profit distribution plan of the company in 2020, the independent opinions on the self-evaluation report of the company’s internal control in 2020, the independent opinions on the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties in 2020 Independent opinions on the reappointment of the company’s audit institution in 2021, the company’s financing plan in 2021, the by election of directors, the appointment of senior managers, and the remuneration of directors, supervisors and senior managers in 2021.
2. At the 11th meeting of the 4th board of directors held on July 15, 2021, independent opinions on the achievement of lifting the restrictions in the second restricted period of the reserved grant part of the restricted stock incentive plan in 2018.
3. At the 12th meeting of the 4th board of directors held on July 21, 2021, independent opinions on the occupation of funds and external guarantees by the controlling shareholders and other related parties of the company in the first half of 2020.
4. At the 13th meeting of the 4th board of directors held on September 18, 2021, the independent opinions on the Jiangxi Sanxin Medtec Co.Ltd(300453) 2021 restricted stock incentive plan (Draft) and its abstract, and on the scientificity and rationality of the assessment indicators set in the 2021 restricted stock incentive plan were given.
5. At the 15th meeting of the Fourth Board of directors held on October 21, 2021, independent opinions on granting restricted shares to incentive objects were put forward.
6. At the 16th meeting of the 4th board of directors held on December 6, 2021, the independent opinions on the achievement of lifting the restrictions in the third restricted period of the first grant of the restricted stock incentive plan in 2018 and the entrusted financial management plan in 2022 were given. 3、 Work of the audit committee of the board of directors
In 2021, as the chairman of the audit committee of the board of directors, I actively participated in the relevant daily work of the audit committee in strict accordance with relevant regulations and achieved diligence. During the reporting period, I reviewed the company’s internal audit, internal control and other matters, earnestly fulfilled the responsibilities and obligations of independent directors, carefully listened to the management’s report on the company’s annual production and operation and the progress of major matters, understood and mastered the audit work arrangement and audit work progress, carefully reviewed relevant materials, and communicated with audit accountants, Effectively communicate the problems found in the audit process, be diligent and responsible, give full play to the supervisory role of independent directors and maintain the independence of audit. 4、 On site investigation of the company
In 2021, I fully understood the company’s operation and the contents of the board meeting, visited and inspected the company, fully communicated with the company’s supervisors and senior managers, understood the company’s production and operation, internal control and financial status in many aspects, and put forward positive suggestions on the company’s operation and management. At the same time, I have maintained close communication with supervisors, senior managers and relevant staff, actively paid attention to the impact of external environment and market changes on the company, timely learned the progress of major matters of the company, mastered the corporate governance and operation management of the company, and actively put forward suggestions on the operation and management of the company. 5、 Other work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of laws and regulations such as the gem stock listing rules and the information disclosure management measures; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s information disclosure.
2. In strict accordance with the articles of association, the working system of independent directors and other relevant requirements, carefully study relevant laws and regulations and other rules and regulations, deepen the understanding and understanding of relevant laws and regulations, continuously improve their ability to perform their duties, provide better opinions and suggestions for the scientific decision-making and risk prevention and control of the board of directors, and promote the company to maintain standardized operation, Protect shareholders’ rights and interests. 6、 Training and learning
Since taking office, I have carefully studied laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant laws and regulations such as regulating corporate governance and protecting the rights and interests of public shareholders, and actively participated in various forms of training. Through training, I have continuously improved my ability to perform my duties, provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, promoted the company’s further standardized operation and strengthened the ability to protect the legitimate rights and interests of the company and investors.
7、 Other working conditions
1. In 2021, there was no proposal to convene the board of directors;
2. In 2021, there was no proposed employment or dismissal of accounting firms;
3. In 2021, there was no independent employment of external audit institutions and consulting institutions.
As an independent director of the company, since taking office, I have carefully studied laws, regulations and various rules and regulations, and actively participated in the training of senior managers of listed companies organized by Shenzhen Stock Exchange. I will continue to faithfully perform my duties, actively participate in the decision-making of major matters of the company, and give advice and suggestions for the healthy development of the company. In 2022, I will continue to be diligent and conscientious in accordance with the provisions and requirements of relevant laws and regulations on independent directors, make use of professional knowledge and experience to provide more constructive suggestions for the development of the company, give full play to the role of independent directors and provide reference opinions for the scientific decision-making of the board of directors. I also sincerely hope that under the leadership of the board of directors, the company will operate steadily and standardize its operation, continuously enhance its profitability and make the company develop continuously, stably and healthily. Hereby report, thank you!
(there is no text below, which is the signature page of the work report of independent director Zhou Yiping)
(there is no text on this page, which is the signature page of the work report of independent director Zhou Yiping)
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Zhou Yiping
March 15, 2022
