Blue Sail Medical Co.Ltd(002382)
Report on the work of independent directors in 2021
Dear directors and shareholders
As an independent director of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as the “company”), I performed my duties in good faith, diligence and due diligence in strict accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws and regulations and the provisions of Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”), and gave full play to the role of independent directors, Safeguarding the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders, has played a positive role in the standardized operation and healthy development of the company. I hereby report on the performance of independent directors in 2021 as follows:
1、 Attendance at meetings
(I) attendance at board meetings
In 2021, the company held 10 board meetings. I seriously participated in all board meetings and faithfully performed the duties of independent directors.
The number of on-site attendance at the board of directors should be attended by means of communication, the number of entrusted attendance, the number of absences, whether there are two consecutive times without personal discussion, and the number of meetings is from the number of meetings attended
10 1 9 0 0 0 no
1. Voted in favor of the relevant proposals considered at each board meeting;
2. There is no absence or entrustment of other directors to attend the board of directors.
(II) attendance at the general meeting of shareholders
In 2021, the company held 4 shareholders’ meetings in total, and I attended 3 meetings on site.
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
1. Prior approval opinions and independent opinions on foreign investment and related party transactions
The 12th session of the 5th board of directors 2. On the company’s proposed signing with the World Bank Group International Finance Corporation on March 30, 2021
Independent opinions on long-term loan cooperation agreement at the meeting
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 renewal of the company’s 2021 audit institution
4. Independent opinions on the self-evaluation report of the company’s internal control in 2020
5. Independent opinions on the actual deposit and use of raised funds in 2020 and the special report of the 13th session of the 5th board of directors
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 in advance the performance compensation scheme for the subject matter of major asset restructuring on May 17, 2021
Opinions and independent opinions of the meeting
Reply to the inquiry letter of the 2020 annual report of Shenzhen Stock Exchange on June 25, 2021
separate opinion
1. Prior approval opinions and independent opinions on adjusting the quota of related party transactions and implementing the 16th body of the 5th board of directors and the quota of related party transactions of the main Committee for the implementation of new related party 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 special report of the 18th session 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
The 19th session of the 5th board of directors
Independent opinion on internal restructuring on October 26, 2021
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
The 20th session of the 5th board of directors
December 10, 2021 4. Independent meeting on the guarantee provided by the company and its subsidiaries in 2022
opinion
5. Independent opinions on the purchase of financial products by the company and its subsidiaries in 2022
6. Independent opinions on financial derivatives trading conducted by the company and its subsidiaries in 2022
7. Prior approval opinions and opinions on the proposed change of accounting firm
Opinions
8. Prior approval opinions and independent opinions on the implementation of employee equity incentive scheme and related party transactions by wholly-owned subsidiaries
3、 Performance of duties
1. Audit Committee
As the chairman of the audit committee of the 5th board of directors, I organized and held 13 working meetings of the audit committee in 2021, which discussed related party transactions, regular reports, use of raised funds, performance express and performance forecast, renewal and change of audit institutions, changes in accounting policies, follow-up of major asset restructuring, internal restructuring The purchase of financial products and financial derivatives were considered and submitted to the board of directors.
2. Remuneration and assessment committee
During the reporting period, as a member of the remuneration and assessment committee of the Fifth Board of directors, I participated in the meetings of the remuneration and assessment committee twice, deliberated and passed the proposal on the annual work report 2020, the proposal on the remuneration of directors, supervisors and senior managers in 2021 and the proposal on the semi annual work report 2021. 4、 Other work done in protecting the rights and interests of investors
(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 corporate governance and internal control system, the implementation of resolutions of the general meeting of shareholders and the board of directors, and had an in-depth understanding of the company’s production and operation, financial management, business development and investment projects
