Guangdong Transtek Medical Electronics Co.Ltd(300562) independent director
Independent opinions on matters related to the 27th meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the “guiding opinions”), and the Listing Rules of gem shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) As an independent director of Guangdong Transtek Medical Electronics Co.Ltd(300562) company (hereinafter referred to as “the company”), based on the guiding opinions on the establishment of independent director system in listed companies and the articles of association of Guangdong Transtek Medical Electronics Co.Ltd(300562) company (hereinafter referred to as “the company”), we are fully independent, conscientious and prudent, in the attitude of being responsible to the company and all shareholders, and on the basis of carefully reading and reviewing relevant materials, Checked the relevant situation of the proposal considered at the 27th meeting of the third board of directors of the company, and issued independent opinions as follows: I. independent opinions on the profit distribution plan of the company in 2021
After careful review, the independent directors agreed that the company’s profit distribution plan for 2021 was in line with the company law of the people’s Republic of China, the articles of association and other relevant provisions, in line with the current actual situation of the company, and did not damage the interests of the company’s shareholders, especially the minority shareholders. Therefore, all independent directors of the company unanimously agreed to the 2021 profit distribution plan proposed by the board of directors and agreed to submit the profit distribution plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company’s self-assessment report on internal control in 2021
After careful review, the independent directors agreed that the company has established a relatively perfect internal control system and can be effectively implemented, which has played a good role in controlling and preventing key links in the process of operation and management. The self-assessment report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Independent opinions on asset write off and provision for asset impairment in 2021
After careful review, the independent directors agreed that the write off of assets and the provision for asset impairment comply with and comply with the provisions of the accounting standards for business enterprises and the relevant accounting policies of the company, follow the principles of authenticity and objectivity required by financial accounting, and can fairly reflect the asset status of the company without damaging the interests of the company and minority shareholders. Therefore, all independent directors of the company unanimously agreed on the write off of assets and the provision for asset impairment.
4、 Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
After careful review, the independent directors agreed that the management and use of the raised funds of the company in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use and management of the raised funds of listed companies, follow the principles of special account storage, standardized use, truthful disclosure and strict management, and there is no situation of changing the investment direction of the raised funds in a disguised manner, damaging the interests of shareholders and violating relevant provisions.
5、 Independent opinions on the prediction of external guarantee amount in 2022
After careful review, the independent directors agreed that the guarantee was in line with the provisions of relevant laws and regulations, and the company’s expected external guarantee in 2022 was arranged according to the needs of daily operation and development planning. At present, the company and its subsidiaries are in good financial condition, stable profitability, sufficient guarantee ability and controllable risk, which will not have an adverse impact on the normal operation and business development of the company and its subsidiaries, and there is no situation that damages the interests of the company or minority shareholders. The deliberation and voting procedures of the board of directors on the proposal comply with the provisions of relevant laws, regulations, normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of Association, and its decision-making procedures are legal and effective. Therefore, all independent directors of the company unanimously agreed on the estimated external guarantee amount of the company in 2022 and submitted it to the general meeting of shareholders for deliberation.
6、 Independent opinions on cancellation of some stock options
In view of the fact that four incentive objects have not completed the exercise of stock options during the second exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2018, according to relevant regulations, the company will cancel 61023 stock options that have been granted but have not completed the independent exercise.
After careful review, the independent directors agreed that the above cancellation of some stock options complies with the relevant laws and regulations such as the administrative measures for equity incentive of listed companies, the company’s 2018 stock option and restricted stock incentive plan (Revised Draft) and the administrative measures for the implementation and assessment of 2018 stock option and restricted stock incentive plan, and the procedures are legal and compliant. The cancellation of some stock options of the company this time will not affect the continuous operation of the company, nor will it damage the interests of the company and all shareholders, especially the rights and interests of minority shareholders. Therefore, all independent directors of the company unanimously agreed to cancel some stock options this time.
7、 Independent opinions on the company’s external guarantees and the occupation of the company’s funds by controlling shareholders and other related parties
After careful review, the independent directors agreed that:
1. During the reporting period, the company strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (CSRC announcement [2022] No. 26) and other laws and regulations and the relevant provisions of the articles of association to strictly control the risk of external guarantees.
2. During the reporting period, the controlling shareholders of the company did not occupy the company’s funds, nor did they occupy the funds of illegal related parties that occurred in previous years and accumulated to December 31, 2021.
3. During the reporting period, the capital transactions between the company and other related parties met the normative requirements, and there were no capital transactions and capital occupation that should be disclosed but not disclosed.
4. During the reporting period, except for the joint and several liability guarantee for the wholly-owned subsidiary Zhongshan Lexin Electronics Co., Ltd., the company did not have other external guarantees, illegal external guarantees, etc., nor did it have other external guarantees and illegal external guarantees that occurred in previous years and accumulated to December 31, 2021.
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Independent directors: Song Pingping, Xu Jia, Zeng Chao, etc. March 17, 2002
