Report on the work of independent directors in 2021
Name: Bingsheng Teng
Dear shareholders
As an independent director of the board of directors of Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, the company’s independent director system and relevant laws and regulations, in 2021, I personally participated in 8 meetings of the board of directors and 5 meetings of the general meeting of shareholders, expressed independent opinions on major matters, faithfully, honestly and diligently performed my duties, actively participated in corporate governance, gave full play to the functions of independent directors, and earnestly safeguarded the vital interests of the company and shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance and voting at the 2021 board meeting
The convening of the board of directors of the company in 2021 complies with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. I agree with all the proposals considered at the board meeting held in 2021. For major issues that need to be considered and decided by the board of directors, I carefully review the documents provided by the company in advance, inquire about the background materials and decision-making basis of relevant proposals in detail, conduct on-site investigation when necessary, and inquire about relevant departments and personnel of the company. On the basis of full understanding of the situation, I make fair judgment on the matters to be considered, independent, objective and in accordance with the relevant provisions of the regulatory authority Prudently exercised the right to vote and actively and effectively performed their duties.
Attendance times, on-site attendance times, attendance times by means of communication, entrusted attendance times, absence times, whether there are two consecutive times of not attending the meeting in person
8 0 8 0 0 0 no
2、 Attendance at the 2021 general meeting
In 2021, as an independent director, I attended the first extraordinary general meeting in 2021, the annual general meeting in 2020, the second extraordinary general meeting in 2021, the third extraordinary general meeting in 2021 and the fourth extraordinary general meeting in 2021 held by the company. The convening of each 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.
3、 Independent opinions and prior approval opinions
In 2021, I earnestly, diligently and prudently performed my duties in accordance with the requirements of the independent director system: Opinions: independent opinions on the use of idle raised funds for cash management.
On February 29, 2021, the independent opinions on the following matters considered at the 21st Meeting of the second board of directors: independent opinions on the company’s use of raised funds to supplement working capital.
On April 27, 2021, the independent opinions on the achievement of the unlocking conditions for the second phase of the reserved grant part of the restricted stock incentive plan in 2018, the special report on the deposit and actual use of raised funds in 2020, the profit distribution plan in 2020, and Independent opinions on the engagement of accounting firms in 2021 and prior approval opinions, independent opinions on the self-evaluation report on internal control in 2020, independent opinions on the withdrawal of incentive funds in 2020, independent opinions on the change of accounting policies, independent opinions on the cancellation of restricted shares granted but not unlocked by the incentive objects of restricted shares in 2018 for the fifth repurchase Independent opinions on extending the construction period of some investment projects with raised funds, independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties, and independent opinions on the external guarantee of the company. On May 17, 2021, he expressed independent opinions on the following matters considered at the 23rd Meeting of the second board of directors: independent opinions on Aoshikang Technology Co.Ltd(002913) 2021 employee stock ownership plan (Draft) and abstract.
On August 25, 2021, the independent opinions on the following matters considered at the 24th Meeting of the second board of directors: independent opinions on the occupation of funds by controlling shareholders and other related parties, independent opinions on the external guarantee of the company, independent opinions on applying for comprehensive credit line from banks, independent opinions on adjusting the variety of investment products for cash management with idle own funds Independent opinions on the special report on the deposit and actual use of raised funds in the half year of 2021, and on using some idle raised funds to temporarily supplement working capital.
On November 5, 2021, independent opinions were expressed on the following related matters considered at the 26th meeting of the second board of directors: independent opinions on the achievement of the third phase unlocking conditions first granted by the 2018 restricted stock incentive plan, independent opinions on adjusting the repurchase price of restricted stocks, and independent opinions on Repurchasing and cancelling some restricted stocks granted but not unlocked by some 2018 restricted stock incentive objects.
On November 9, 2021, he expressed independent opinions on the following matters considered at the 27th meeting of the second board of directors: independent opinions on matters related to the company’s 2021 equity incentive plan, independent opinions on the change of the board of directors and the election of non independent directors of the third board of directors, and independent opinions on the change of the board of directors and the election of independent directors of the third board of directors.
I made an objective and fair judgment on the above proposals, issued independent opinions or special instructions, and safeguarded the legitimate interests of the company and shareholders.
4、 Performance of special committees
As the chairman of the remuneration and assessment committee of the board of directors, the member of the nomination committee and the member of the strategy committee, I personally participated in the meetings held by each special committee, and actively participated in the relevant daily work of the company in accordance with the company’s detailed rules for the work of the remuneration and assessment committee, the detailed rules for the work of the nomination committee and the detailed rules for the work of the strategy committee. I give full play to my professional advantages and industry experience, actively publish suggestions and play the due role of special committee members.
5、 On site investigation of the company
In 2021, I went to the company’s bases in Shenzhen, Yiyang, Huizhou and Zhaoqing for on-site investigation and listened to reports to deepen my understanding of the company’s main business operation, especially the construction progress of raised investment projects. During the investigation, I put forward relevant opinions on the company’s operation and management.
In my daily work, I have kept in-depth understanding of the company’s production and operation, financial management, the improvement and implementation of internal control, maintained close communication and contact with other directors and senior executives of the company through telephone, e-mail and other means, timely grasped the operation status of the company, paid high attention to the impact of changes in the market environment on the company, actively understood the implementation of resolutions of the board of directors and the general meeting of shareholders, and paid attention to public media Network reports about the company, timely learn about the progress of major issues of the company, and master the operation dynamics of the company.
6、 Work done in protecting investors’ rights and interests and training participation
Effectively perform the duties of independent directors, express professional opinions on the proposals considered by the board of directors in decision-making, and exercise voting rights prudently; For the proposals that need to express independent opinions, fully understand the relevant conditions from the company in time, consult relevant laws and regulations, and make independent and objective judgments.
Supervise and inspect the company’s information disclosure, urge the company to perform its statutory information disclosure obligations in strict accordance with relevant laws and regulations, promote the company to carry out investor relations management activities, enhance investors’ understanding of the company, protect the majority of investors’ right to know, and safeguard the legitimate rights and interests of the company and minority shareholders.
Deeply understand the improvement and implementation of the company’s production and operation, management and internal control systems, as well as the implementation of the general meeting of shareholders and the board of directors. Make field visits, review relevant materials, meet with the company’s management and accountants, and pay attention to the company’s governance.
During the reporting period, I actively participated in the relevant training organized by various regulatory agencies, further strengthened the study of the newly issued regulations and systems, and continuously improved the awareness of protecting the legitimate rights and interests of the company and public shareholders. 7、 Other work
(I) during the reporting period, there was no proposal to convene the board of directors;
(II) during the reporting period, there was no proposed employment or dismissal of accounting firms;
(III) during the reporting period, there was no independent employment of external audit institutions and consulting institutions.
As an independent director of the company, I faithfully perform my duties during my term of office, actively participate in the decision-making of major matters of the company, and make suggestions for the healthy development of the company. Through self-examination, I still meet the requirements of independence, and my candidate’s statement and commitment have not changed.
8、 Contact information
Email address: [email protected].
The above is my performance report in 2021. Due to the expiration of the second session of the board of directors, I left the post after the general election of the board of directors of the company. Since November 29, 2021, I will no longer serve as an independent director of the company and a special committee under the board of directors.
(the following is the signature page of Aoshikang Technology Co.Ltd(002913) 2021 annual report of independent directors) (this page is the signature page of Aoshikang Technology Co.Ltd(002913) 2021 annual report of independent directors)
April 19, 2022
Aoshikang Technology Co.Ltd(002913) board of directors April 19, 2022
