Blue Sail Medical Co.Ltd(002382)
Report on the work of independent directors in 2021
Shareholders and representatives:
hello everyone!
As an independent director of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”), in accordance with the provisions of the company law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws, regulations and rules, as well as the requirements of Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as “the articles of association”), in line with the principles of objectivity, impartiality and independence, I faithfully, diligently and conscientiously perform my duties in 2021, Actively attended relevant meetings as required, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company, played the independent and professional role of independent directors, and effectively safeguarded the interests of the company and shareholders, especially small and medium-sized investors. I hereby give a brief report on my work in 2021 to all shareholders and shareholder representatives:
1、 Attendance at meetings
In 2021, the company held 10 meetings of the board of directors and 4 general meetings of shareholders. I should attend 10 meetings of the board of directors and 10 meetings of the board of directors in person. I voted in favour of the relevant proposals considered at each meeting of the board of directors. There was no absence or entrustment of other directors to attend the board of directors, and actively performed the duties of independent directors.
In my opinion, the board of directors and general meeting of shareholders convened by the company in 2021 comply with legal procedures; Relevant procedures have been implemented for major decision-making and other major matters, which are legal and effective; During the reporting period, all independent directors of the company carefully reviewed the proposals submitted to the board of directors for deliberation in advance in accordance with the provisions and requirements of the articles of association and the rules of procedure of the board of directors, exercised their voting rights with a rigorous attitude, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of minority shareholders and social stakeholders.
2、 Independent opinions
In accordance with the provisions of laws, regulations and the company’s rules and regulations, as an independent director of the company, I have carefully understood and inspected the company’s business activities in 2021. On the basis of reviewing and reviewing the key issues, all independent directors have expressed the following independent opinions.
Time session matters
1. Prior approval opinions on foreign investment and related party transactions and the 12th session of the 5th board of directors
Independent opinion on March 30, 2021
Meeting
2. About the company’s intention to sign with the International Finance Corporation of the World Bank Group
Independent opinions on the matters of the term loan cooperation agreement
3. Independent opinions on guarantees provided by the company and its subsidiaries in 2021
1. Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
2. Independent opinions on the company’s 2020 profit distribution plan
3. Prior approval opinions and independent opinions on the reappointment of the company’s audit institution in 2021
4. Independent opinions on the self-evaluation report of the company’s internal control in 2020
5. Independent opinions on the 13th report of the 5th board of directors on the actual deposit and use of raised funds in 2020
April 27, 2021
6. Independent opinions on accounting policy changes of the company
7. Independent opinions on the remuneration of directors, supervisors and senior managers in 2021
8. Independent opinions on the formulation of the shareholder return plan for the next three years (20222024)
9. Prior approval opinions and independent opinions on the achievement of the performance commitments of the subject assets of major asset restructuring and the impairment test at the expiration of the commitment period
10. Independent opinions on the provision for impairment of goodwill
The 15th session of the 5th board of directors approved the performance compensation plan for the subject matter of major asset restructuring in advance, May 17, 2021
See and independent opinions at the meeting
Independent reply to the inquiry letter of the 2020 annual report of Shenzhen Stock Exchange June 25, 2021
opinion
1. Prior approval opinions and independent opinions on adjusting the amount of connected transactions and the 16th session of the 5th board of directors of the implementation subject of new connected transactions and the amount of connected transactions
July 1, 2021
Meeting 2. Independent opinions on the settlement of some raised investment projects and the permanent replenishment of working capital with the surplus raised funds
1. Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
2. Independent opinions on the 18th special report of the 5th board of directors on the deposit and use of raised funds in the half year of 2021
August 30, 2021
Meeting 3. Prior approval opinions and independent opinions on daily related party transactions between new subsidiaries and related parties
4. Independent opinions on the settlement of some raised investment projects and the permanent supplement of surplus raised funds to working capital
October 26, 202119th session of the 5th board of directors
Independent opinions on the proposed internal reorganization
Day meeting
1. Prior approval opinions and independent opinions on the daily connected transactions between the company and its subsidiaries and related parties in 2022
2. Independent opinions on the purchase of financial products with idle raised funds in 2022
3. Independent opinions on the application of the company and its subsidiaries for bank credit and related authorization in 2022
4. Independent opinions on the guarantee provided by the company and its subsidiaries in 2022 at the 20th meeting of the Fifth Board of directors on December 10, 2021
5. Independent day meeting on the purchase of financial products by the company and its subsidiaries in 2022
opinion
6. Independent opinions on financial derivatives trading conducted by the company and its subsidiaries in 2022
7. Prior approval opinions and independent opinions on the proposed change of accounting firm
8. Prior approval opinions and independent opinions on the implementation of employee equity incentive scheme and related party transactions by wholly-owned subsidiaries
3、 On site investigation of the company
During the reporting period, I took advantage of my professional advantages to fully understand the industry dynamics, always pay attention to the impact of the external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, and timely grasp the operation status of the company.
Covid-19 epidemic had a certain impact on my on-site participation in meetings and on-site investigation. The company flexibly adopted the combination of on-site and communication meetings to organize and hold the board of directors and general meeting of shareholders. I also kept close contact with other directors, supervisors, senior managers and relevant personnel of the Securities Management Department of the company by telephone, e-mail and other means to learn the progress of major matters of the company in time, Ensure that the supervision and guidance functions of independent directors are brought into play.
During the reporting period, I continued to pay attention to the decision-making, risk and information disclosure procedures of the company’s production and operation, financial management, related transactions, external guarantees and other matters, expressed opinions and exercised my powers at the board of directors, and actively and effectively performed the duties of independent directors.
4、 Performance of duties
1. Audit Committee
As a member of the audit committee of the 5th board of directors, I participated in 13 working meetings of the audit committee in 2021. In accordance with the rules of procedure of the audit committee, I made recommendations on related party transactions, periodic reports, use of raised funds, performance express and performance forecast, renewal of audit institutions, changes in accounting policies, follow-up of major asset restructuring, internal restructuring, changes in accounting firms The purchase of financial products and financial derivatives were considered and submitted to the board of directors. 2. Nomination Committee
As the chairman of the nomination committee of the 5th board of directors, I participated in one working meeting of the nomination committee in 2021. According to the rules of procedure of the nomination committee, I discussed, deliberated and adopted the 2020 work report of the nomination committee.
5、 Other work done in protecting shareholders’ rights and interests
(I) perform duties diligently and express opinions objectively
During the reporting period, in accordance with the provisions of the articles of association, the independent director system and other relevant laws and regulations, I was diligent and conscientious, actively participated in relevant meetings of the company, carefully considered various proposals, independently, objectively and prudently expressed my opinions and views, made independent and impartial judgments by using my professional knowledge, and effectively protected the interests of minority shareholders; At the same time, it investigated and supervised the implementation of the company’s management and internal control system, the implementation of resolutions of the general meeting of shareholders and the board of directors, deeply understood the company’s production and operation, financial management, business development and investment project progress, effectively supervised and inspected the performance of directors and senior managers, and fully performed the duties of independent directors.
(II) strictly supervise the company’s information disclosure
