2021 annual report of independent directors
(Wu Fengjun)
Shareholders and shareholder representatives:
As an independent director of the Fourth Board of directors of Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as "the company"), I strictly followed the company law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock exchange, the guiding opinions on the establishment of independent directors in listed companies and other relevant laws and regulations in 2021, as well as the working system of independent directors of the company In accordance with the relevant provisions and requirements of the rules of procedure of each special committee, earnestly perform the duties of independent directors, actively participate in various meetings, carefully consider various proposals, objectively express their own views, and express independent opinions on major matters of the company in accordance with the relevant provisions, playing the role of independent directors. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
The board of directors held the 2021 annual meeting in a conscientious and conscientious manner and attended the 2021 annual meeting. I believe that the convening and convening of the Fourth Board of directors and general meeting of shareholders in 2021 comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
During my term of office in 2021, the company held 13 meetings of the board of directors and 5 meetings of the general meeting of shareholders. I personally attended all meetings and was not absent from the board of directors. On the basis of carefully reading various proposals of the board of directors and fully communicating with the company's management, I exercised my voting rights carefully and safeguarded the rights and interests of minority shareholders. I am in favor of all the proposals of the previous board of directors, and I have no objection, objection or waiver. In my opinion, the convening and holding of the board of directors and the general meeting of shareholders of the company during the reporting period complied with the legal procedures, and the relevant procedures were performed for major business decisions and other major matters, which were legal and effective.
2、 Giving prior approval and independent opinions
In 2021, I gave my prior approval and independent opinions on the following matters of the company:
1. On March 22, 2021, the company held the 28th meeting of the 4th board of directors, and I expressed independent opinions on the following matters:
(1) Independent opinions on the proposal on the bidding results of the company's issuance of shares to specific objects through summary procedures in 2020;
(2) Independent opinions on the proposal on signing a conditional share subscription agreement with specific objects;
(3) Independent opinions on the proposal on the company's non recurring income statement, return on net assets and income statement per share;
(4) Independent opinions on the proposal on the authenticity, accuracy and completeness of the prospectus issued by the company to specific objects through simple procedures.
2. On April 23, 2021, the company held the 29th meeting of the Fourth Board of directors. I approved the relevant proposals of this meeting in advance and expressed independent opinions:
(1) Independent opinions on the occupation of funds of listed companies by controlling shareholders and related parties;
(2) Independent opinions on related party transactions of the company in 2020;
(3) Independent opinions on the company's 2020 profit distribution plan;
(4) Independent opinions on the evaluation of the company's internal control in 2020;
(5) Prior approval and independent opinions on the renewal of the audit institution in 2021;
(6) Independent opinions on changes in accounting policies;
(7) Independent opinions on the salary assessment scheme of senior managers in 2021;
(8) Independent opinions on the provision for asset impairment in 2020;
(9) Independent opinions on the deposit and use of raised funds in 2020;
(10) Prior approval and independent opinions on Shenzhou Shihan's management's abandonment of excess profit reward.
3. On May 16, 2021, the company held the 31st meeting of the Fourth Board of directors, and I expressed my independent opinions on the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects. 4. On May 20, 2021, the company held the 32nd meeting of the 4th board of directors. I made the following independent opinions on matters related to the issuance of convertible corporate bonds to specific objects:
(1) Independent opinions on the proposal that the company meets the conditions for issuing convertible corporate bonds to unspecified objects;
(2) Independent opinions on the proposal on the issuance scheme of convertible corporate bonds issued by the company to unspecified objects;
(3) Independent opinions on the proposal on the plan for the company to issue convertible corporate bonds to unspecified objects; (4) Independent opinions on the proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects;
(5) Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
(6) Independent opinions on the proposal on the special report on the use of the company's previously raised funds;
(7) Independent opinions on the proposal on the company's issuance of convertible corporate bonds to unspecified objects, diluted immediate return and filling measures and relevant commitments;
(8) Independent opinions on the proposal on the rules of the meeting of holders of convertible corporate bonds issued by the company to unspecified objects;
(9) Independent opinions on the proposal on acquiring 6% equity of Shanghai Jinchuang Information Technology Co., Ltd; (10) Independent opinions on the proposal on the acquisition of 10% equity and related party transactions of Shanghai Jinchuang Information Technology Co., Ltd.
5. On June 16, 2021, the company held the 33rd meeting of the Fourth Board of directors, and I expressed independent opinions on the following matters:
(1) Independent opinions on adjusting the repurchase price and exercise price of stock option and restricted stock incentive plan in 2018;
(2) Independent opinions on the proposed repurchase and cancellation of some restricted shares in the 2018 stock option and restricted stock incentive plan;
(3) Independent opinions on the proposed cancellation of some stock options of 2018 stock option and restricted stock incentive plan;
(4) Independent opinions on the achievement of the second exercise / lifting of restrictions on sale period of stock options and restricted stock incentive plan in 2018;
(5) Independent opinions on using some idle raised funds for cash management;
(6) Independent opinions on using some idle raised funds to supplement working capital temporarily;
(7) Independent opinions on providing guarantee for wholly-owned subsidiaries;
(8) Independent opinions on providing counter guarantee for third-party guarantee institutions.
6. On July 16, 2021, the company held the 34th meeting of the Fourth Board of directors, and I expressed independent opinions on matters related to the plan for issuing convertible corporate bonds to unspecified objects (Revised Draft):
(1) Independent opinions on the proposal on the company's plan for issuing convertible corporate bonds to unspecified objects (Revised Draft);
(2) Independent opinions on the proposal on the demonstration and analysis report (Revised Draft) of the company issuing convertible corporate bonds to unspecified objects;
(3) Independent opinions on the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects;
(4) Independent opinions on the proposal on signing the supplementary agreement to the equity transfer agreement with effective conditions with Deqing Boyu investment management partnership (limited partnership) and Shanghai Jinchuang Information Technology Co., Ltd; (5) Independent opinions on the proposal on signing the supplementary agreement to the equity transfer agreement with effective conditions with Shenyang Rongke rongtuo health data industry equity investment partnership (limited partnership) and Shanghai Jinchuang Information Technology Co., Ltd;
(6) Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of convertible corporate bonds to unspecified objects.
7. On August 26, 2021, the company held the 35th meeting of the Fourth Board of directors. I approved the following matters in advance and expressed independent opinions as follows:
(1) Independent opinions on the occupation of funds of listed companies by controlling shareholders and related parties;
(2) Independent opinions on external guarantees;
(3) Independent opinions on related party transactions;
(4) Opinions on the deposit and use of special funds raised in 2021
(5) Prior approval opinions and independent opinions on supplementary review of daily related party transactions between the company and Tianjin yunzhikang Technology Co., Ltd. in 2020;
(6) Prior approval opinions and independent opinions on additional consideration of daily transactions between the company and Chaoyang Bank Co., Ltd. in 2017, 2018, 2019 and January April 2020.
8. On September 8, 2021, the company held the 36th meeting of the Fourth Board of directors. I expressed my independent opinions on the proposal on the proposed repurchase and cancellation of some restricted shares in the 2018 stock option and restricted stock incentive plan.
9. On October 14, 2021, the company held the 38th meeting of the Fourth Board of directors, and I expressed independent opinions on the following matters:
(1) Independent opinions on using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance;
(2) Independent opinions on applying to China Construction Bank Corporation(601939) for credit line;
(3) Independent opinions on providing guarantee for wholly-owned subsidiaries;
(4) Independent opinions on providing counter guarantee for third-party guarantee institutions.
10. On December 6, 2021, the company held the 40th meeting of the Fourth Board of directors, and I expressed independent opinions on the general election of the board of directors.
3、 Performance of special committees
As the convener of the nomination committee of the 4th board of directors, actively participated in the daily work of the nomination committee and completed the review of the 2020 work report of the board of directors in accordance with the rules of procedure of the nomination committee and other relevant provisions; In the general election of the board of directors, the nominated candidates for directors of the Fifth Board of directors were considered.
As a member of the remuneration and assessment committee of the Fourth Board of directors, I listened to the annual report of senior managers and assessed the performance of senior managers in accordance with the rules of procedure of the remuneration and assessment committee and other relevant systems, and deliberated and approved the remuneration distribution plan for senior managers in 3 Dongguan Mentech Optical & Magnetic Co.Ltd(002902) 021 and the work report of the general manager in 2020, It also deliberated on the achievement of the second exercise / lifting of restrictions on sales of the company's stock option and restricted stock incentive plan in 2018, the adjustment of exercise price, the cancellation of some options, the lifting of restrictions on sales of restricted shares, the proposed repurchase and cancellation of some restricted shares and other related matters, and earnestly fulfilled the responsibilities of the members of the remuneration and assessment committee.
As a member of the audit committee of the fourth session of the board of directors, in accordance with the rules of procedure of the audit committee and other relevant provisions, I actively understood the operation, financial status and industry development of the company, put forward opinions on the audit work of the company, attended the annual meeting of the audit committee in 2020 and previous meetings in 2021, deliberated and passed the relevant proposals of the meeting, and earnestly fulfilled the responsibilities of the members of the audit committee of the board of directors.
4、 Protection of investors' rights and interests
1. I require the company to provide relevant information in advance for major matters considered and decided by the board of directors of the company, and communicate and inquire with relevant department personnel of the company when necessary; Keep close contact with other directors, supervisors, senior managers and relevant staff of the company, timely learn the progress of major matters of the company, and urge the company to improve the company's information disclosure management system in strict accordance with the requirements of relevant laws and regulations. On this basis, the independent, objective and prudent exercise of voting rights by using their own professional knowledge has promoted the scientificity and objectivity of the decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
2. I carefully study the company law, securities law, guidelines for the standardized operation of companies listed on GEM and other relevant laws, regulations and relevant documents, actively participate in various trainings organized by the regulatory authorities, continue to pay attention to the company's information disclosure, pay attention to the new policies and regulations of the capital market, constantly improve my ability to perform my duties and enhance my awareness of protecting the rights and interests of minority shareholders.
5、 Other working conditions
During my term of office in 2021, the operation and management of the company was stable, the convening and convening of the board of directors and the general meeting of shareholders were in line with legal procedures, and the relevant procedures and information disclosure obligations were fulfilled for major business decisions. Therefore, I do not propose to convene the board of directors, propose to dismiss the accounting firm, propose to independently hire external audit institutions and consulting institutions, etc.
Independent director: Wu Fengjun
April 28, 2002
