Shenzhen Topband Co.Ltd(002139)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of Shenzhen Topband Co.Ltd(002139) , in 2021, I faithfully performed my duties and gave full play to the role of independent directors in strict accordance with the requirements of the company law, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, self regulatory guidelines for listed companies in Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and the articles of association, It has safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 to all shareholders as follows:
1、 Attendance at meetings
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 topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors.
In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the relevant examination and approval procedures were performed for major matters. I voted in favour of all the proposals on the board of directors, without negative vote or abstention. Attendance at the meeting is as follows:
Number of meetings of the board of directors 3 number of meetings of shareholders 1
Whether the number of absences of on-site communication mode is 2 consecutive times and the number of absences in person
Attendance attendance attendance attendance at meetings in person
0 4 0 No 4
2、 Independent opinions
I give the following opinions on the company’s independent matters in 2021:
1. On January 14, 2021, at the fifth meeting of the seventh board of directors of the company, independent opinions were expressed on the deliberation of the proposal on signing the procurement framework agreement with Shenzhen Jizhi optoelectronics Co., Ltd. and the proposal on canceling the stock options granted but not exercised by the resigned employees of the 2018 stock option incentive plan.
2. On March 5, 2021, at the sixth meeting of the seventh board of directors of the company, the proposal on the profit distribution plan in 2020, the proposal on the internal control evaluation report in 2020, the proposal on the remuneration of the company’s directors in 2020 and the proposal on the remuneration of the company’s senior managers in 2020 were considered at the meeting The proposal on the special report on the deposit and actual use of raised funds in 2020, the proposal on meeting the exercise conditions and feasible rights in the second exercise period of the 2018 stock option incentive plan, the proposal on adjusting the incentive objects and the number of stock options in the 2018 stock option incentive plan, the proposal on adjusting the exercise price of the 2018 stock option incentive plan Independent opinions were expressed in the proposal on using some idle raised funds and self owned funds to purchase bank financial products and the proposal on renewing the employment of audit institutions in 2021.
3. On March 18, 2021, at the seventh (Interim) meeting of the seventh board of directors of the company, independent opinions were expressed on the deliberation of the proposal on adding interim proposals to the 2020 annual general meeting of shareholders and the proposal on by election of independent directors of the company.
3、 On site investigation of the company
In 2021, I made an on-site investigation to the company to understand the production, operation and financial status of the company; Keep close contact with other directors, senior executives and relevant staff of the company through telephone and email, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media on the company, and timely grasp the operation status of the company.
4、 Work related to the protection of investors’ rights and interests
1. Continue to pay attention to the company’s information disclosure, so that the company can complete the information disclosure in a true, timely and complete manner in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 1 – standardized operation of main board listed companies and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system.
2. Perform the duties of independent directors in accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other laws and regulations; At the same time, I always adhere to the principle of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with other directors, supervisors and management, improve my decision-making ability, objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized shareholders, and play a due role in promoting the steady operation of the company and creating good performance.
5、 Work of special committees of the board of directors
As the convener of the audit committee, strategy committee and Nomination Committee of the company, I mainly perform the following duties in 2021:
1. Work of the Audit Committee:
In 2021, I attended two audit committee meetings and reviewed the preparation and disclosure of the company’s annual report, the summary and plan of internal audit work, etc.
2. Work of the strategy committee:
In 2021, I did not attend the meeting of the strategy committee.
3. Work of the nomination committee:
In 2021, I attended one nomination committee meeting. Carefully review the qualifications of candidate independent directors and nominate qualified candidates to the board of directors.
6、 Training and learning
The ability of Shenzhen Securities Regulatory Commission to conscientiously protect the interests of shareholders and the public, and strengthen the ability of Shenzhen Securities Regulatory Commission to conscientiously study the relevant laws and regulations during the reporting period, so as to improve the ability of Shenzhen Securities Regulatory Commission to conscientiously protect the interests of shareholders and the public.
7、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposed employment or dismissal of accounting firms;
3. There is no independent engagement of external audit institutions and consulting institutions;
4. During the reporting period, the company provided us with necessary working conditions and gave strong cooperation to the work of independent directors. We also ensured sufficient time to perform our duties, insisted on carefully reviewing the proposal materials before the meeting of the board of directors, fully issued review opinions at the board of directors, and independently, objectively and prudently exercised our voting rights on this basis.
8、 Contact information:
E-mail： 2 Jiangyin Electrical Alloy Co.Ltd(300697) [email protected].
Independent director: Shi Yun March 22, 2022
