Jiangsu Transimage Technology Co.Ltd(002866)
Report on the work of independent directors in 2021
Jiang Lei
Shareholders and shareholder representatives:
As an independent director of Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as "the company"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board (hereinafter referred to as "standardized operation"), the rules for independent directors of listed companies and the articles of association And other relevant laws, regulations, rules and regulations. In the work of 2021, he worked diligently, paid full attention to the development of the company, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, gave full play to the independent and professional role of independent directors, and effectively safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. Now I will give a brief report on my work in 2021 to all shareholders and shareholder representatives.
1、 Attendance at the board of directors and shareholders' meeting
In 2021, I seriously participated in the board of directors held by the company, actively attended the general meeting of shareholders of the company, and fulfilled the obligations of independent directors. The convening of the board of directors and the general meeting of shareholders of the company in 2021 complies with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. I carefully reviewed the meeting materials, participated in the discussion of various proposals and put forward reasonable suggestions, and fully communicated with the company's operation and management, so as to play a positive role in the correct decision-making of the board of directors. In 2021, I voted in favour of all proposals of the board of directors of the company without negative vote or abstention.
In 2021, I attended 9 board meetings and 3 shareholders' meetings. My attendance at the board of directors and shareholders' meetings is as follows:
9 times of attendance at the board of directors and 3 times of attendance at the general meeting of shareholders
Name and position of directors attending in person entrusted attendance in person entrusted attendance in person entrusted attendance in person number of meetings in absentia number of meetings number of meetings in attendance number of meetings
Jiang Lei independent 9 0 0 3 0 0
director
2、 Independent opinions expressed by independent directors
In 2021, in accordance with the provisions and requirements of the company law, standardized operation, rules for independent directors of listed companies, articles of association and other relevant laws, regulations and systems, as an independent director of the company, based on independent judgment, I issued independent opinions on relevant matters of the company. The meeting sessions, matters and types of opinions expressing independent opinions are listed as follows:
No. meeting date meeting matter opinion type
About stock options and restricted stock incentives in 2018
It is planned to grant restricted shares for the first time, and independent opinions on the achievement of the conditions for lifting the restrictions in the second consent period for lifting the restrictions
About stock options and restricted stock incentives in 2018
Independent opinions on the achievement of exercise consent conditions in the second exercise period of stock options granted for the first time
About stock options and restricted stock incentives in 2018
In January 2021, the third board of directors planned to reserve the first release of restricted shares and agreed to the independent opinion on the achievement of the release of restrictions during the second meeting of the board of directors on January 12
Discuss
Independent opinions on adjusting the repurchase price of restricted shares under the 2018 stock option and restricted stock consent incentive plan
About stock options and restricted stock incentives in 2018
It is planned to repurchase and cancel some restricted shares and agree with the independent opinions of stock options
Independent opinions on the profit distribution plan for 2020 agree that the third board of directors will be elected in April 2021
2. Independent opinions of the fifth meeting of the board of directors on the special report on the deposit and use of raised funds in 2020 agreed to be discussed on the 28th
Independent opinions on the report on self-evaluation of internal control in 2020
The independent opinion on the implementation of self-examination form of internal control rules agrees with the independent opinion on the renewal of the company's 2021 financial audit institution
Independent opinions on using idle raised funds and idle self owned funds to buy financial products
The independent opinions on the change of accounting policies agree that the controlling shareholders and other related parties occupy the company's assets
Special description and independent consent of the company's external guarantee
Independent agreement on the company's foreign exchange hedging business
Consent and prior approval on the renewal of the company's 2021 financial audit institution
About adjusting 2018 stock options and restricted stocks
The third board incentive plan granted stock options and reserved stock period for the first time, and agreed to the independent opinion on the exercise price of the sixth board meeting in June 2021
4. Discussion on adjusting 2018 stock options and restricted stocks
Agree with the independent opinion on the repurchase price of restricted shares in the incentive plan
We agree with the independent opinions of the third board of directors on the new implementation sites of some investment projects with raised funds
The seventh meeting of the conference in June 2021
April 30
Discussion on changing the implementation subject of some investment projects with raised funds
And the place of implementation
Independent opinions on the special report on the deposit and use of raised funds in the half year of 2021 and the consent of the third session of directors
On the occupation of the company's assets by controlling shareholders and other related parties at the eighth meeting of the board of directors in August 2021
May 13
Special description and independent consent of the company's external guarantee
In December 2021, the third board of directors on 2018 stock options and restricted stock incentives
On June 8, the 10th meeting of the board of directors planned to reserve the second exercise period for the grant of stock options, and agreed to the independent opinion on the achievement of the conditions for negotiation
3、 On site investigation of the company
Take advantage of the opportunity to attend the on-site board of directors and the general meeting of shareholders to understand the operation and financial status of the company on site.
Keep close communication with the directors and senior executives of the company through telephone and e-mail, timely learn the progress of major matters of the company and master the business dynamics of the company.
4、 Training and learning
In order to effectively perform the duties of independent directors, I have always paid attention to learning the laws, regulations and rules related to the performance of duties by independent directors, especially the understanding and understanding related to the corporate governance structure and the protection of shareholders' rights and interests of the public. I have actively participated in the relevant training organized by the company and Shenzhen Stock Exchange in various ways, more comprehensively understood the management systems of listed companies, and continuously improved my ability to perform duties, Form the ideological consciousness of consciously protecting the legitimate rights and interests of investors, especially small and medium-sized investors.
5、 Work on protecting the legitimate rights and interests of the company's shareholders
1. Pay attention to the company's information disclosure and safeguard the rights and interests of the company and minority shareholders
Actively pay attention to the information disclosure of the company, supervise the information disclosure, urge the company to do a good job of information disclosure in strict accordance with the Listing Rules of Shenzhen Stock Exchange, standardized operation and other laws and regulations, as well as the provisions of the company's information disclosure management system, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company's information disclosure; Safeguard the legitimate rights and interests of the company and shareholders, especially minority shareholders.
2. Perform the duties of the special committee with diligence
As the convener of the nomination committee, I and the members of the committee review the qualifications of the appointed directors and senior managers, supervise and verify the performance and qualifications of the directors and senior managers of the company at any time in accordance with the rules of procedure of the nomination committee of the board of directors and other relevant systems, and put forward opinions and suggestions in time for the decision-making reference of the board of directors, It has actively promoted the sustained and rapid development of the company and the construction of core team.
As a member of the audit committee, I supervised and inspected the work of the Audit Department of the company in accordance with the rules of procedure of the audit committee of the board of directors and other relevant systems, reviewed the internal control of the company and other matters, and earnestly fulfilled the responsibilities and obligations of the audit committee.
3. Pay attention to the standardized operation and daily operation of the company
I continue to pay attention to the corporate governance work, timely understand the company's operation, carry out many on-site visits to the company in strict accordance with the provisions of standardized operation, visit the company's production workshop, maintain positive communication with the company's management and external auditors, and deeply understand the company's production and operation, financial management and capital exchanges by consulting relevant materials and on-site inspection, Improve the standard operation level of the company. For each proposal to be considered by the board of directors, first carefully review the proposal materials and relevant introductions provided. On this basis, they exercise their voting rights independently, objectively and prudently, effectively perform the duties of independent directors and safeguard the legitimate rights and interests of shareholders of the company.
6、 Other work
1. I have not proposed to convene the board of directors or shareholders' meeting;
2. I have not proposed the appointment or dismissal of an accounting firm;
3. I have not proposed to hire external audit institutions and consulting institutions independently.
7、 Contact information
mail box: jsgylei1207163.com.
In 2022, I will continue to strictly comply with the requirements of laws and regulations for independent directors, seriously study laws, regulations and relevant regulations with the attitude of being responsible to the company and all shareholders, continue to strengthen communication and cooperation with the company's board of directors, board of supervisors and management, and faithfully, diligently and conscientiously perform the duties of independent directors,
