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 13 number of meetings of shareholders 4
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
4 13 0 no 17
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 appointment 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.
4. On April 21, 2021, at the eighth (Interim) meeting of the seventh board of directors of the company, independent opinions were expressed on the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors of the company to fully handle matters related to non-public offering of shares in 2020 and the proposal on extending the validity period of the resolution of the general meeting of shareholders of non-public offering of shares in 2020.
5. On April 26, 2021, at the ninth meeting of the seventh board of directors of the company, the proposal on the full text and text of the report of the first quarter of 2021, the proposal on adjusting the exercise price of the stock option incentive plan in 2018, the proposal on formulating the subsidiary management system, the proposal on formulating the internal control management system The proposal on Revising the public information disclosure management system and the proposal on the company opening a special account for raising funds from non-public development banks and signing a supervision agreement on raising funds issued independent opinions.
6. On June 8, 2021, at the 10th meeting of the seventh board of directors of the company, independent opinions were expressed on the deliberation of the proposal on increasing the amount of idle raised funds to purchase bank financial products, the proposal on using some idle raised funds to temporarily supplement working capital, and the proposal on replacing self raised funds in advance with raised funds.
7. On July 28, 2021, at the 11th meeting of the seventh board of directors of the company, independent opinions were expressed on the deliberation of the proposal on the semi annual report and summary of 2021 and the proposal on the special report on the deposit and use of raised funds in the semi annual of 2021.
8. On August 17, 2021, at the 12th meeting of the seventh board of directors of the company, independent opinions were expressed on the deliberation of the proposal on increasing investment and foreign investment in wholly-owned subsidiaries.
9. On September 20, 2021, at the 13th meeting of the seventh board of directors of the company, independent opinions were expressed on the proposal on the company’s 2021 restricted stock incentive plan (plan). 10. On October 13, 2021, at the 14th meeting of the seventh board of directors of the company, the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 restricted stock incentive plan were considered at the meeting Independent opinions were expressed in the proposal on increasing the registered capital of the company, the proposal on Amending the articles of association and the proposal on convening the second extraordinary general meeting of shareholders in 2021.
11. On October 27, 2021, at the 15th meeting of the seventh board of directors of the company, he expressed independent opinions on the proposal on the third quarter report of 2021.
12. On November 2, 2021, at the 16th meeting of the seventh board of directors of the company, independent opinions were expressed on the deliberation of the proposal on adjusting the number of restricted stock incentive plans granted in 2021 and the list of incentive objects and the proposal on granting restricted shares to incentive objects.
13. On December 7, 2021, at the 17th (Interim) meeting of the seventh board of directors of the company, independent opinions were expressed on the deliberation of the proposal on foreign investment of wholly-owned subsidiaries and signing the investment agreement and the proposal on adjusting the number of awards and the list of incentive objects of the restricted stock incentive plan in 2021. 3、 On site investigation of the company
In 2021, I made many on-site visits 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 company’s audit committee, member of the nomination committee and member of the remuneration and assessment committee, I mainly perform the following duties in 2021:
1. Work of the Audit Committee:
In 2021, I attended five audit committee meetings and reviewed the preparation and disclosure of the company’s periodic reports, the summary and plan of quarterly internal audit work, etc.
2. 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.
3. Remuneration and assessment committee:
In 2021, I attended two meetings of the salary and assessment committee. Assess the directors and senior managers of the company according to the salary assessment system, confirm their salary and bonus, review the exercise of stock options and submit them to the board of directors for deliberation.
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： [email protected].
In 2022, I will continue to strengthen my study, perform the duties of independent directors, give full play to the role of independent directors, resolutely protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, promote the standardized operation of the company and help the company establish a good market image in the spirit of integrity and diligence, in accordance with the provisions and requirements of laws, regulations and the articles of association.
Independent director: Huang Yuegang March 22, 2022
