Jiangsu Transimage Technology Co.Ltd(002866)
Report on the work of independent directors in 2021
Liang Guozheng
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
Liang Guozheng independence 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 agree to the independent opinions on the achievement of the conditions for lifting the restrictions during the second lifting period
About stock options and restricted stock incentives in 2018
Independent opinions on the achievement of consent conditions in the second exercise period of stock option 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 lifting of restrictions on the granting of restricted shares and agreed to the independent opinion on the achievement of lifting the restrictions during the second meeting of the board of directors on January 12
Discuss
About adjusting 2018 stock options and restricted stocks
Independent agreement on the repurchase price of restricted shares under the incentive plan
About stock options and restricted stock incentives in 2018
The plan to repurchase and cancel some restricted shares and the cancellation department agrees with the independent opinion of sub stock options
The independent opinion on the profit distribution plan for 2020 agrees with the independent opinion of the third board of directors on the deposit and use of raised funds in 2020 and the special report of the fifth meeting of the second board of directors in April 2021
Discussion on the 28th
Independent opinions on the report on self-evaluation of internal control in 2020
Independent consent on the implementation of self-examination form of internal control rules
see
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 agree to purchase 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 instructions and independent opinions on the external guarantee of the company
Independent consent 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 incentive plan grants stock options and reserved shares for the first time, and agrees to the independent opinion on the exercise price of the option of the third board of directors on June 4, 2021
On the 6th meeting of the 3rd meeting on adjusting 2018 stock options and restricted stocks
Independent agreement on the repurchase price of restricted shares in incentive plan
The independent opinions of the third board of directors in June 2021 on the new implementation sites of some investment projects with raised funds
7th Meeting on April 30
Discussion on independent opinions on changing the implementation subject and place of some raised funds investment projects
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
5. The eighth meeting of the August 2021 meeting on the occupation of the company’s assets by controlling shareholders and other related parties
13. Special explanation and independent opinions on the fund negotiation and external guarantee of the company
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 granting stock options, and the bank agreed to the independent opinions on the achievement of the negotiation conditions
3、 On site investigation of the company
In 2021, with a professional, responsible and diligent attitude, I earnestly performed the duties of independent directors, gave full play to my professional advantages, fully understood the industry trends, always paid attention to the relevant reports of the media and the Internet on the company, and was able to timely understand and master the progress of major matters of the company.
Keep close contact with the company’s directors, senior management personnel and other relevant personnel through e-mail. Pay close attention to the construction of the company’s internal control system, related party transactions and major guarantees, master the operation dynamics of the company, and supervise and standardize the operation of the enterprise.
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 remuneration and appraisal committee, I convened and presided over the meeting of the remuneration and appraisal committee in accordance with the rules of procedure of the remuneration and appraisal committee of the board of directors and other relevant systems, reviewed the remuneration of directors and senior managers according to the actual situation of the company, put forward reasonable suggestions, and earnestly fulfilled the responsibilities and obligations of the convener of the remuneration and appraisal committee.
As a member of the strategy committee and the nomination committee, I actively participated in the daily work of each committee in accordance with the working rules of the strategy committee of the board of directors, the rules of procedure of the nomination committee of the board of directors and other relevant systems, actively discussed the relevant matters involved in the special committee together with other members, and effectively performed the duties of the special committee. Safeguard the rights and interests of the company and shareholders, and continuously improve the comprehensive management ability of the company. 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 do not propose to hire an external auditor independently
