Omh Science Group Co.Ltd(300486)
Report on the work of independent directors in 2021 (Wang Jixiang)
As an independent director of Omh Science Group Co.Ltd(300486) (hereinafter referred to as “the company”), I, Wang Jixiang, worked in 2021 in strict accordance with the provisions and requirements of the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, He performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major issues of the company, effectively safeguarded the interests of the company and shareholders, especially minority shareholders, and gave better play to the independent and professional role of independent directors. The report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at meetings
In 2021, during my term of office, the company held a total of 10 board meetings, all of which I attended. I believe that the operation of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant approval procedures have been performed for major business decisions and other major matters. In a prudent manner, I voted for all proposals submitted at each board meeting after deliberation, and there was no objection or waiver. In 2021, during my tenure, the company held one annual general meeting and three extraordinary general meetings, all of which I attended on site.
2、 Independent opinions issued during the reporting period
This year, I performed my duties conscientiously, diligently and cautiously, kept full communication with the company’s management, understood the company’s operation in detail, and expressed independent opinions on the following matters:
1. At the 19th meeting of the 7th board of directors of the company held on January 7, 2021, the independent opinions agreed were issued on matters such as the by election of non independent directors of the company, matters related to the first phase of the company’s employee stock ownership plan, and the application of the holding subsidiary company for comprehensive credit line and guarantee line from the bank.
2. At the 20th meeting of the 7th board of directors held on April 23, 2021, on the self-evaluation report on the company’s internal control in 2020, the special report on the storage and use of the company’s raised funds in 2020, the special explanation on the occupation of funds by controlling shareholders and other related parties and external guarantee in 2020, the renewal of the audit institution in 2021, the profit distribution plan in 2020 About the remuneration of directors, supervisors and senior managers in 2021, about the prediction of daily related party transactions in 2021, about the company and its subsidiaries applying for credit lines and guarantees from banks, about the company and its subsidiaries using idle self owned funds for cash management, about changing the purpose of the “expansion project of industrial automation intelligent logistics equipment with an annual output of 100 sets / set” The independent opinions on the extension of the company’s investment projects with raised funds were agreed.
3. At the 21st Meeting of the seventh board of directors held on June 4, 2021, the proposal on terminating the company’s plan to issue shares to specific objects and considering the plan to issue convertible corporate bonds to unspecified objects, the proposal on the company’s meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan to issue convertible corporate bonds to unspecified objects Proposal on the company’s plan to issue convertible corporate bonds to unspecified objects, proposal on the demonstration and analysis report of the company’s plan to issue convertible corporate bonds to unspecified objects, Omh Science Group Co.Ltd(300486) previous report on the use of raised funds, proposal on the feasibility analysis report on the use of raised funds by issuing convertible corporate bonds to unspecified objects Omh Science Group Co.Ltd(300486) proposal on issuing convertible corporate bonds to unspecified objects, diluting the immediate return, measures to fill the immediate return and commitments of relevant subjects, proposal on the company’s return plan for shareholders in the next three years (20212023), proposal on the rules of the meeting of bond holders of convertible corporate bonds, proposal on Amending the measures for the management of raised funds The board of directors was authorized by the general meeting of shareholders to fully handle the specific matters of the company’s issuance of convertible corporate bonds to unspecified objects, and the proposal on the company’s external transfer of fixed assets and permanent supplement of recovered funds to working capital and related party transactions.
4. At the 22nd Meeting of the 7th board of directors of the company held on August 11, 2021, the independent opinions agreed on the use of idle raised funds by wholly-owned subsidiaries to temporarily supplement working capital were expressed. 5. At the 23rd Meeting of the seventh board of directors held on August 27, 2021, the company expressed agreed independent opinions on the special report on the deposit and use of the raised funds in the half year of 2021, the occupation of the company’s funds by the controlling shareholders and other related parties in the half year of 2021, the external guarantee of the company, the implementation of the new leasing standards and the change of relevant accounting policies.
6. At the 24th Meeting of the 7th board of directors held on October 18, 2021, the independent opinions agreed on the settlement of some raised investment projects and the permanent supplement of the surplus raised funds to the working capital were expressed.
7. At the 26th meeting of the 7th board of directors held on November 5, 2021, the independent opinions on the signing of daily business contracts and related party transactions by wholly-owned subsidiaries were expressed.
8. At the 27th meeting of the seventh board of directors held on December 3, 2021, independent opinions were expressed on matters such as the general election of the board of directors and the nomination of candidates for non independent directors of the eighth board of directors, the general election of the board of directors and the nomination of candidates for independent directors of the eighth board of directors.
9. At the 28th meeting of the 7th board of directors of the company held on December 20, 2021, the independent opinions on abandoning the preemptive right of capital increase and related party transactions of the holding subsidiary company were expressed.
3、 Work of the special committee of the board of directors
In accordance with the requirements of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the company has four special committees under the board of directors: Audit Committee, strategy committee, salary and assessment committee and Nomination Committee. In 2021, as a member of the strategy committee, the remuneration and assessment committee and the nomination committee, I actively convened and participated in relevant meetings in strict accordance with the independent director system of the company and the working rules of each special committee, earnestly performed the duties of directors, standardized the operation of the company, improved the internal control system, deliberated on various relevant matters, and put forward the opinions of the special committee to the board of directors after reaching opinions.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company to understand the operation of the company, the construction and implementation of internal control system, maintain close contact with other directors, senior managers and relevant staff of the company, timely learn the progress of major events of the company and master the operation dynamics of the company.
I also always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network, pay attention to the impact of capital market fluctuations on the company, and earnestly perform the duties of independent directors.
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange 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. Perform the duties of independent directors in accordance with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations; Carefully review the proposals submitted to the board of directors for deliberation, and exercise the voting rights independently, objectively and prudently on the basis of full understanding.
6、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the public shareholders’ rights and interests, actively participated in relevant trainings organized by the company and relevant departments in various ways, and more comprehensively understood the management systems of listed companies, Continuously improve their ability to perform their duties, form the ideological awareness of consciously protecting the interests of shareholders of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
7、 Other work
1. During the reporting period, no independent directors proposed to convene the board of directors;
2. During the reporting period, no independent director proposed to hire or dismiss an accounting firm;
3. During the reporting period, there was no engagement of external audit institutions and consulting institutions by independent directors.
In 2021, I actively, professionally and efficiently performed the duties of independent directors, made independent judgments and decisions on major matters of the company, and made due contributions to the optimization of the corporate governance structure and the progress of operation and management.
It is hereby reported.
Independent director: Wang Jixiang
April 22, 2022
