Report on the work of independent directors in 2021 (Wang Fanghua)
As an independent director of the third board of directors of Tellgen Corporation(300642) (hereinafter referred to as “the company”), I have strictly followed the company law, the securities law, the rules for independent directors of listed companies and the rules for the listing of stocks on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules”) Relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation of companies listed on GEM”), as well as Tellgen Corporation(300642) articles of Association (hereinafter referred to as “articles of Association”) and Tellgen Corporation(300642) rules of procedure of the board of directors (hereinafter referred to as “rules of procedure of the board of directors”) The Tellgen Corporation(300642) independent director’s working system (hereinafter referred to as the “independent director’s working system”) and other relevant regulations and requirements of the company, earnestly exercised their powers, performed their duties in accordance with the law, actively attended the relevant meetings of the company in 2021, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, earnestly performed their duties and obligations, and gave full play to the role of independent directors, Effectively safeguard the legitimate rights and interests of the company and all shareholders. The report on my performance of duties as an independent director during my term of office in 2021 is as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the meetings of the board of directors and the general meeting of shareholders of the company were convened in accordance with legal procedures. Major business decisions and other major matters were carried out in accordance with relevant procedures, which were legal and effective.
1. Attendance at the board of directors
In 2021, the third session of the board of directors held 6 meetings in total. I personally attended all the meetings of the board of directors that should be attended. There was no case that I entrusted other independent directors to attend the meeting on behalf of me, nor was there any case that I was absent and did not entrust other independent directors to attend the meeting and exercise voting rights on behalf of me. Before the meeting, I carefully read the meeting materials, carefully reviewed the proposal materials and relevant introductions provided by the company, and whether each proposal complies with the provisions of laws, regulations and normative documents such as the company law, listing rules, standardized operation of GEM listed companies, articles of association, rules of procedure of the board of directors, and whether the content of the proposal is true, accurate and complete, Carefully consider whether there is any situation that damages the interests of minority shareholders, actively communicate with the management, obtain the information needed to make accurate decisions, make independent, objective and prudent judgments, and exercise their voting rights on this basis. During the meeting, I listened carefully to and considered each topic, actively participated in the discussion and put forward reasonable suggestions. In 2021, I reviewed all the proposals of the six meetings held by the third board of directors and voted for them, without negative vote or abstention. 2. Attendance at the general meeting of shareholders
During the term of office in 2021, the company held two general meetings of shareholders, and I attended the 2020 general meeting of shareholders. During the meeting, we listened carefully to the questions and speeches of shareholders. Due to personal reasons, I failed to attend the first extraordinary general meeting of shareholders in 2021. I have submitted a leave slip to the company and actively understood the deliberation results of the meeting after the meeting.
2、 Independent opinions
In accordance with the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and normative documents, as an independent director of the third board of directors of the company, I have carefully understood and verified the business activities of the company in 2021, and have not raised any objection to various proposals and other matters of the board of directors, On January 15, 2021, at the third meeting of the third session of the board of directors, I gave the following independent opinions and relevant special explanations on the relevant matters of the company: 1. I gave independent opinions on the matters related to the adjustment of the 2020 stock option and restricted stock incentive plan and the granting of stock option and restricted stock to incentive objects.
2. On February 18, 2021, at the fourth meeting of the third board of directors, I expressed independent opinions on the appointment of personnel in charge of finance of the company.
3. On April 22, 2021, at the fifth meeting of the third board of directors, before the meeting of the board of directors, I gave my prior approval opinions on the confirmation of the company’s daily related party transactions in 2020, the prediction of daily related party transactions in 2021, the company’s renewal of the appointment of the audit institution in 2021, and on the deposit and use of raised funds in 2020, the self-evaluation report on the company’s internal control in 2020 About the occupation of the company’s non operating funds and external guarantees, about the repurchase and cancellation of some restricted shares in the 2017 restricted stock incentive plan, about the achievement of the lifting of restrictions in the third lifting period of the 2017 restricted stock incentive plan, about the company’s profit distribution plan in 2020, about the confirmation of the company’s daily connected transactions in 2020 and the prediction of daily connected transactions in 2021 Independent opinions were expressed on the renewal of the company’s 2021 audit institution, the company’s 2021 directors / supervisors’ compensation plan, the company’s 2021 senior managers’ compensation plan, and the company’s use of some idle self owned funds for cash management.
4. On August 6, 2021, at the sixth meeting of the third board of directors, I gave an independent opinion on the company’s participation in investment in industrial investment funds.
5. On August 20, 2021, in view of the relevant matters of the company’s 2021 semi annual report, I provided information on the company’s external guarantee, the occupation of the company’s funds by controlling shareholders and other related parties, the related party transactions in 2021 semi annual, the company’s 2021 semi annual profit distribution and capital reserve conversion plan, and the adjustment of 2020 stock option and restricted stock incentive plan He expressed independent opinions on participating in investment in industrial investment funds.
6. On October 26, 2021, at the 8th meeting of the third board of directors, I expressed independent opinions on the share repurchase scheme of the company, the adjustment of the 2020 stock option and restricted stock incentive plan, the cancellation of some stock options and the repurchase and cancellation of some restricted stocks.
The above independent opinions have been disclosed on the information disclosure website designated by the CSRC.
I believe that the above major issues considered by the company in 2021 comply with the provisions of the company law, the securities law, the listing rules, the standardized operation of companies listed on GEM and other relevant laws, regulations, normative documents, the articles of association and the rules of procedure of the board of directors, reflect the principles of openness, fairness and impartiality, and the company’s procedures for considering and voting on the above major issues are legal and effective, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3、 Work of committees of the board of directors
In accordance with the provisions of the articles of association, the rules of procedure of the board of directors and other relevant normative legal documents, and in combination with the specific conditions of the members of the board of directors of the company, in order to actively promote the work of the board of directors and strengthen its professional functions, the board of directors of the company has established a strategy committee, a nomination committee, an audit committee and a remuneration and assessment committee.
As a member of the strategy committee of the third board of directors of the company, I actively performed relevant duties, personally attended the meetings of the special committee, and actively put forward opinions and suggestions on the strategic direction of the company in daily work communication. In 2021, I attended a meeting of the strategy committee of the board of directors. The details are as follows:
Name, date and content of the special committee meeting
On April 12, 2021, the third board of directors of the strategy committee discussed the strategy of the first meeting of the company’s annual and future development committee in 2021
4、 On site inspection
During the reporting period, I took the opportunity of attending the board of directors, the general meeting of shareholders, the strategy committee of the board of directors and other opportunities to conduct on-site investigation and communication in the company. The number of working days on the site was 8 days, and fully investigated the company’s production, financial situation, management situation, the construction and implementation of internal systems, and the implementation of resolutions of the board of directors; And keep close contact with other directors, senior managers and relevant staff of the company by telephone to timely understand the daily production and operation of the company; At the same time, pay close attention to the relevant reports on the company’s website, securities market and media network. Pay attention to the impact of market dynamics and external environment changes on the company, timely learn the progress of major events of the company, and master the production and operation dynamics of the company.
The company’s information disclosure management can complete the information disclosure work in a true, accurate, complete and timely manner in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the information disclosure management system, so as to ensure the fairness of information disclosure.
I believe that the company operates steadily, has clear development ideas, and has a complete and effective internal control system.
5、 Work done in protecting the rights and interests of investors
1. Urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of laws, regulations and normative documents such as the company law, listing rules and the standardized operation of companies listed on GEM; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure.
2. I supervise and verify the progress of the company’s related party transactions, foreign investment and other matters, and require the company to provide relevant materials in advance for careful review of the major matters considered and decided by the board of directors, so as to exercise the voting right independently, objectively and prudently.
3. Perform the duties of independent directors in accordance with the company law, rules for independent directors of listed companies, listing rules, standardized operation of companies listed on GEM and other laws, regulations and normative documents; At the same time, I always adhere to the principle of prudence, diligence and attention, actively study relevant laws, regulations and rules, deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, effectively strengthen the ability to protect the interests of the company and investors, and form the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
Through the implementation of the above work, we have earnestly fulfilled the obligations of loyalty and diligence of independent directors, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the interests of minority shareholders.
6、 Other matters
In 2021, as an independent director of the company, I did not exercise the following special functions and powers:
1. Propose to the board of directors to dismiss the accounting firm;
2. Propose to the board of directors to convene an extraordinary general meeting of shareholders;
3. Propose to convene the board of directors;
4. Publicly solicit voting rights from shareholders before the general meeting of shareholders;
5. Independently employ external audit institutions and consulting institutions.
The above is my report on my performance of responsibilities in 2021 as an independent director of the company. In 2022, I will continue to strengthen the study and communication of the company’s business, earnestly fulfill the obligations of independent directors, give full play to the role of independent directors, strive to promote the steady development of the company and protect the legitimate rights and interests of all shareholders, especially minority shareholders, in accordance with relevant laws and regulations and the provisions and requirements of the company on the work of independent directors.
It is hereby reported.
(there is no text on this page, which is the signature page of Tellgen Corporation(300642) 2021 annual report of independent directors (Wang Fanghua))
independent director:
Fang Hua Wang
Mm / DD / 2022
