Guangdong Transtek Medical Electronics Co.Ltd(300562)
2021 annual report of independent directors
(Xu Jia)
As an independent director of Guangdong Transtek Medical Electronics Co.Ltd(300562) (hereinafter referred to as “the company”), during my term of office, I have carefully followed the company law, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the articles of association, the working system of independent directors and other relevant regulations and requirements of the company He diligently and prudently performed his duties, actively attended relevant meetings, carefully considered various proposals, and expressed independent opinions on major issues of the company. He was not affected by major shareholders, actual controllers or other units and individuals with interests in the company, and fully played the role of independent directors and members of special committees. On the one hand, strictly review the relevant matters submitted by the company to the board of directors, safeguard the legitimate rights and interests of the company and public shareholders, and promote the standardized operation of the company; On the other hand, they give full play to their professional advantages, actively pay attention to and participate in the research on the development of the company, and put forward opinions and suggestions for the company’s audit, internal control, strategy and other work. I hereby report my performance of duties as an independent director in 2021 to all shareholders as follows:
1、 Attendance at the board of directors and shareholders’ meeting in 2021
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various proposals, and played a positive role in the correct decision-making of the board of directors.
During the reporting period, the company held 8 board meetings and 4 general meetings of shareholders. I personally attended the board of directors for 8 times and authorized other independent directors to attend the meeting for 0 times. The details are as follows:
The meeting shall be attended on site by means of communication. Whether the attendance is absent for two consecutive times plus the number of meetings attended in person
Board of directors 8 0 8 0 0 0 no
During the reporting period, I personally attended the general meeting of shareholders once and entrusted other independent directors to attend the meeting 0 times. I attended the board of directors and the general meeting of shareholders on time. At the board of directors, I carefully read the proposal, maintained full communication with the management of the company, put forward some reasonable suggestions, exercised the voting right with a cautious attitude, and safeguarded the overall interests of the company and the rights and interests of minority shareholders. I believe that the convening and convening of the board of directors and the general meeting of shareholders, major business decisions and other major matters of the company comply with legal procedures, are legal and effective. Therefore, I agree with all proposals of the board of directors and other matters of the company on the basis of careful review, and I have no objection, objection or waiver.
2、 Independent opinions
In 2021, I earnestly, diligently and prudently performed my duties in accordance with the requirements of the working system of independent directors, participated in the board of directors of the company, and expressed independent opinions according to relevant regulations before the company made decisions, as follows:
1. The proposal of the 19th meeting of the board of directors on the change of the amount of raised capital and the investment invested in the company’s registered projects on January 29, 2023 was reviewed and approved, and the proposal of the 19th meeting of the board of directors on the adjustment of the amount of raised capital and the investment invested in the company’s registered projects was held As an independent director, I have previously recognized and expressed my independent opinions on relevant matters, such as the proposal on the joint foreign investment and establishment of companies and related party transactions between the company and related parties.
2. On April 23, 2021, the company held the 20th meeting of the third board of directors, deliberated and adopted the proposal on the work report of the board of directors in 2020, the proposal on the work report of the general manager in 2020, the proposal on the financial final report in 2020, and the proposal on the full text and summary of the annual report in 2020 Proposal on the company’s first quarter report in 2021, proposal on the company’s profit distribution plan in 2020, proposal on the company’s self-evaluation report on internal control in 2020, proposal on renewing the employment of the financial audit institution in 2021, proposal on changing accounting policies, proposal on asset write off and provision for asset impairment in 2020 Proposal on the management of the amount of idle funds raised by subsidiaries in 2020, proposal on the management of the amount of idle funds raised by subsidiaries in 2021 As an independent director, I have previously recognized and expressed independent opinions on relevant matters, such as the proposal on closing some investment projects with raised funds and permanently replenishing working capital with the surplus raised funds.
3. On June 22, 2021, the company held the 21st Meeting of the third board of directors, deliberated and passed the proposal on adjusting the exercise price of stock options in 2018 stock option and restricted stock incentive plan. As an independent director, I expressed my independent opinions on relevant matters.
4. On August 9, 2021, the company held the 22nd Meeting of the third board of directors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. As an independent director, I have expressed my independent opinions on relevant matters.
5. On August 26, 2021, the company held the 23rd Meeting of the third board of directors, deliberated and approved the proposal on the full text and summary of the company’s 2021 semi annual report and the proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds. As an independent director, I expressed my consent and independent opinions on relevant matters.
6. On November 10, 2021, the company held the 25th meeting of the third session of the board of directors, deliberated and passed the proposal on changing directors, the proposal on changing general manager, the proposal on changing deputy general manager and chief financial officer, the proposal on changing deputy general manager and Secretary of the board of directors and other proposals. As an independent director, I expressed my independent opinions on relevant matters.
7. On December 17, 2021, the company held the 26th meeting of the third board of directors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, the proposal on cancellation of some stock options, and the proposal on the achievement of the conditions for the first granting of rights and interests in the third exercise period / lifting the restriction period of stock options and restricted stock incentive plan in 2018 As an independent director, I have expressed my independent opinions on relevant matters, such as the proposal on change of registered capital and amendment.
3、 On site investigation of corporate governance structure and operation management
In 2021, as an independent director, I visited the company’s headquarters and subsidiaries for many times, actively and deeply understood the improvement and implementation of the company’s production and operation, daily management, internal control and other systems, and verified the implementation of the resolutions of the general meeting of shareholders and the board of directors. Through communication with the company’s supervisors, management and relevant staff, access to relevant materials, further understand the company’s financial management, business development and other related matters, discuss relevant matters with other independent directors, and actively put forward suggestions and opinions on the company’s operation and management. In 2021, I continued to pay attention to the company’s operation and governance, always pay attention to the impact of external environment and market changes on the company, and focus on the sales of the company’s main products, changes in accounts receivable, management, implementation of internal control system, investment progress of the company’s raised investment projects, and implementation of internal audit work of internal audit department in 2021. In accordance with the provisions and requirements of the rules for independent directors of listed companies and the independent director system, I performed the duties of independent directors, earnestly exercised the rights conferred by the company, timely understood the production and operation information of the company, paid comprehensive attention to the development of the company, practically strengthened process control and supervision through on-site inspection, and effectively performed the duties of independent directors. For each proposal to be considered by the board of directors, first carefully review the proposal materials and relevant introductions provided, and on this basis, exercise the voting right independently, objectively and prudently.
4、 Work of special committees of the board of directors
As the convener of the remuneration and assessment committee of the board of directors of the company, I presided over the daily work of the remuneration and assessment committee. In accordance with the provisions of the working system for independent directors and the working rules of the remuneration and assessment committee of the board of directors and other relevant systems, the remuneration of directors and senior managers was reviewed, the annual work report of senior managers was listened to and assessed, and the responsibilities and obligations of the members of the remuneration and assessment committee were earnestly fulfilled. According to the completion of major financial indicators and business indicators of senior managers in 2021, the completion of performance evaluation system, business innovation ability, the company’s salary distribution plan and distribution method and other relevant calculation basis, combined with the scope of work and main responsibilities of senior managers in 2021, and in accordance with the work report and self-evaluation report of senior managers of the company, The remuneration and appraisal committee has evaluated the performance of the company’s senior managers.
As a member of the audit committee of the board of directors of the company, I actively participate in the daily work of the audit committee. During the reporting period, I attended five audit committee meetings and reviewed the company’s internal audit, internal control, annual report, use of raised funds, interim report, quarterly report and other regular reports. In accordance with the provisions of the working system of independent directors, the working rules of the audit committee of the board of directors and other relevant systems, during the preparation and disclosure of the company’s periodic reports, carefully reviewed the relevant materials, strengthened the communication with certified public accountants before and after the entry of the audit institution, urged them to carry out the audit work as planned, and communicated with the person in charge of the external audit institution on the site of the company in January 2021. Carefully review the audit opinions issued by the audit institutions, master the audit work arrangement and progress of the 2020 annual report, and maintain the independence of the audit.
5、 Work done in protecting the rights and interests of investors
1. During the reporting period, I effectively performed the duties of independent directors, paid attention to the company’s production and operation status, the completion of financial indicators, the construction and implementation of internal control system, possible business risks and other matters, carefully consulted relevant documents and materials, conducted timely investigation, inquired with relevant departments and personnel, consulted relevant account books and meeting minutes of the company for each proposal submitted to the board of directors for deliberation, and was independent, objective They exercised their voting rights fairly, maintained full independence in their work, and effectively safeguarded the interests of all shareholders of the company.
2. Continuously strengthen learning, improve the ability to perform duties, actively study relevant laws, regulations and rules, especially deepen the understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of all shareholders, especially small and medium-sized shareholders, so as to effectively improve the ability to protect the interests of the company and all shareholders. 6、 Other work
1. During the reporting period, I did not propose to convene the board of directors;
2. During the reporting period, I did not propose to hire external audit institutions and consulting institutions independently;
3. During the reporting period, I did not propose to hire or dismiss an accounting firm.
It is hereby reported.
Independent director: Xu Jia
March 17, 2002
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