Shenzhen Pumen Technology Co., Ltd
2024 Annual Report of Independent Directors
As an independent director of Shenzhen Pumen Technology Co., Ltd. (hereinafter referred to as the "Company"), in 2024, I will strictly follow the provisions of the Company Law, the Securities Law, the Code of Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies and other laws and regulations, as well as the Articles of Association and the Working System for Independent Directors, conscientiously perform the duties of independent directors, give full play to the professional functions of independent directors, and objectively, independently and prudently exercise the powers and obligations conferred by the general meeting of shareholders and the board of directors. It puts forward reasonable opinions and suggestions for the company's business decision-making and standardized operation, and effectively safeguards the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I would like to report my work in 2024 as follows:
1. Basic information of independent directors
(1) Personal work history, professional background, and part-time employment
Mr. Cai Qiaowu, master's degree, senior engineer (medical device major). Mr. Cai Qiaowu has successively served as the manager of the materials department, the manager of the production center, the manager of the R&D center, the assistant to the general manager and the representative of the management of Shenzhen Anke High-tech Co., Ltd., a director of Shenzhen Jinrui Biotechnology Co., Ltd., and an independent director of Shenzhen Akcome Biotechnology Co., Ltd. (unlisted). He is currently a member of the Shenzhen Municipal Committee of the Chinese People's Political Consultative Conference, the executive chairman and secretary general of the Shenzhen Medical Device Industry Association, the executive partner of Shenzhen Ruiguang City Investment Enterprise (Limited Partnership), a director of Shenzhen Sirnaomics Medical Equipment Co., Ltd., an independent director of Guangdong Bomai Medical Technology Co., Ltd. (unlisted), an independent director of Shenzhen Guangfeng Technology Co., Ltd., and an independent director of the company since November 2020.
(2) Explanation of independence
As an independent director of the Company, neither I, nor my immediate family members nor major social relations hold any position other than an independent director in the Company or its subsidiaries, nor do I hold any position in an affiliated enterprise of the Company; does not directly or indirectly hold shares in the company; Failure to provide financial, legal, consulting and other services for the company or its subsidiaries, in line with the relevant laws and regulations, the Articles of Association and the work system of independent directors of the company, etc., can ensure objective and independent professional judgment, safeguard the overall interests of the listed company, protect the legitimate rights and interests of small and medium-sized shareholders, and there is no situation that affects independence.
2. Overview of the performance of duties of independent directors in 2024
(1) Attendance and voting at the meeting
1. Attend board meetings and shareholders' meetings
During the reporting period, as an independent director, I maintained close communication with the company and relevant parties when deliberating on relevant matters, especially major matters, carefully studied relevant materials, carefully reviewed each proposal, made full use of my professional knowledge, combined with the actual operation of the company, objectively, independently and prudently exercised the power of independent directors, so as to ensure the scientific decision-making of the board of directors of the company, and there was no objection to the various proposals of the board of directors, nor any objection or abstention. There are no unexcused absences or two consecutive in-person absences.
During the reporting period, the company held a total of 10 board meetings and 2 general meeting meetings. I was present at the meeting
The situation is as follows:
Participate in the general meeting of shareholders
Participation in Board meetings
Meetings of the Independent Board of Directors
Name Should attend the Board of Directors In person Absent Whether there have been two consecutive failures to attend the General Meeting of Shareholders
Number of times I attended the meeting in person
Cai Qiaowu 10 10 0 No 2
2. Attendance at special committees of the board of directors and special meetings of independent directors
(1) Attendance at meetings of special committees of the board of directors
The Board of Directors of the Company has established the Strategy and ESG Committee, the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee. I serve as the chair (convener) of the Nomination Committee of the Board of Directors and a member of the Remuneration and Appraisal Committee and the Strategy and ESG Committee of the Board of Directors. During the Reporting Period, the Company held a total of 7 meetings of the Remuneration and Appraisal Committee, 1 meeting of the Strategy and ESG Committee, and no meeting of the Nomination Committee of the Board of Directors. I attended the meeting as follows:
Name of the Special Committee Number of meetings to be attended The number of meetings I have attended
Remuneration and Appraisal Committee 7 7
Strategy & ESG Committee 1 1
During the reporting period, in accordance with the relevant requirements of the rules of procedure of the special committees of the board of directors of the company, I gave full play to my professional role in a prudent, objective, diligent and conscientious manner. Before the meeting, we carefully reviewed the meeting proposals and related materials, conducted a more comprehensive investigation and understanding of the relevant matters of the meeting, and inquired about the company when necessary. In my opinion, the convening and convening of the special committee meeting are in accordance with the law
Legal procedures, the decision-making of relevant matters have fulfilled the necessary approval procedures, in accordance with laws and regulations and the relevant provisions of the Articles of Association.
(2) Attendance at special meetings of independent directors
During the reporting period, the company held two special meetings of independent directors, both of which were attended in person.
On August 26, 2024, the Company held the first special meeting of independent directors of the third session of the Board of Directors to deliberate
The "Proposal on Electing the Convener of the Special Meeting of Independent Directors of the Third Board of Directors of the Company", "Proposal on Supplemental Confirmation of Foreign Investment and Related Party Transactions" and "Proposal on the Prediction of Daily Related Party Transactions" were passed.
On September 9, 2024, the Company held the second special meeting of independent directors of the third session of the Board of Directors to deliberate
The "Proposal on Foreign Investment and Related Party Transactions" was passed.
3. Voting at the meeting
During the Reporting Period, in line with the principles of diligence, pragmatism, integrity and responsibility, I carefully deliberated the proposals of the Board of Directors, the special committees of the Board of Directors and the special meetings of independent directors and other matters of the Company, and did not raise any objections, and voted in favor of the relevant proposals deliberated by the Board of Directors, the Remuneration and Assessment Committee of the Board of Directors, the Strategy and ESG Committee of the Board of Directors and the special meetings of independent directors in 2024, and abstained from voting on the remuneration of directors.
(2) Communication with internal audit institutions and accounting firms
During the reporting period, I communicated with the company's audit department and accounting firm on the company's financial and business status many times, regularly listened to and reviewed the implementation of the company's internal audit plan and internal audit work report, and conducted in-depth discussions and exchanges with the accounting firm on the audit plan of the company's 2024 annual report, so as to safeguard the interests of all shareholders.
(3) On-site work and the company's cooperation
During the reporting period, I paid close attention to the impact of changes in the macro environment and the medical device industry on the company, and communicated with the company's management in a timely manner through on-site communication, telephone and other communication methods. I make full use of the opportunities to participate in the meetings of the board of directors and special committees, as well as attend the meetings of the general meeting of shareholders, to maintain long-term communication with the company's directors, supervisors, senior executives and related personnel, keep abreast of the company's production and operation status, financial situation, internal control operation, the implementation of the resolutions of the board of directors and the general meeting of shareholders and the progress of various major matters, listen to the company's relevant reports, put forward professional suggestions and ideas in a timely manner for problems encountered in actual operation, and actively play the role of independent directors.
The directors and management attach great importance to the communication with me, highly respect my guidance or suggestions, keep in touch with me by telephone, e-mail, etc., and submit/deliver the meeting proposals and related documents in advance in accordance with the law before the relevant meetings, which fully guarantees the independent directors' right to know, provides complete conditions and strong support for me to perform my duties, and is conducive to my independent ability and experience to make independent voting opinions.
(4) Communicate with small and medium-sized shareholders
During the reporting period, I participated in the shareholders' meeting held by the company, communicated face-to-face with small and medium-sized shareholders, listened to the voices and opinions of all parties, and actively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. In addition, I also communicate with investors on issues of concern to investors, such as the company's performance, corporate governance, development strategy, operating conditions, equity incentives and sustainable development, by participating in the company's regular performance briefing and the collective reception day of listed companies in Shenzhen.
3. Key issues for independent directors in the performance of their duties during the year
(1) Related party transactions that should be disclosed
On August 26, 2024, the company held the first special meeting of independent directors of the third board of directors
At the ninth meeting of the board of directors, the "Proposal on Supplemental Confirmation of Foreign Investment and Related Party Transactions" and "Proposal on the Prediction of Daily Related Party Transactions" were deliberated and approved, and the capital increase of Chengdu Anjiechang Medical Technology Co., Ltd. (hereinafter referred to as "Chengdu Anjiechang") is conducive to the company's expansion of the market channels of clinical medical product lines. The expected events of daily related party transactions will not affect the independence of the Company, nor will they adversely affect the Company's financial condition and operating results, and the Company's main business will not be dependent on related parties. At the time of voting on the proposal, the affiliated directors had recused themselves from voting, and the trading and decision-making procedures complied with the relevant provisions of the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association, and there was no harm to the interests of the Company and non-affiliated shareholders, especially small and medium-sized shareholders.
On September 9, 2024, the Company held the second special meeting of independent directors of the third board of directors
The 10th meeting of the board of directors deliberated and approved the "Proposal on Foreign Investment and Related Party Transactions", the capital increase is in line with the restructuring and integration of Sichuan Anjiechang Medical Technology Co., Ltd. (hereinafter referred to as "Sichuan Anjiechang") business development needs, has not changed the company's development strategic planning, and at the same time helps to improve the company's perioperative solution product portfolio, help the market channel expansion of clinical medical product lines, the company and Guan
The parties all increased the capital of Sichuan Anjiechang at the same valuation, and enjoyed the corresponding equity shares according to their respective capital contributions, and there was no harm to the interests of the company and shareholders. At the time of voting on the proposal, the affiliated directors had recused themselves from voting, and the trading and decision-making procedures complied with the relevant provisions of the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association, and there was no harm to the interests of the Company and non-affiliated shareholders, especially small and medium-sized shareholders.
(2) The plan for the company and related parties to change or waive the commitment
During the reporting period, the company and related parties did not change or waive the commitment.
(3) The decisions made and the measures taken by the board of directors of the target company in connection with the acquisition
During the reporting period, the company was not acquired.
(4) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports
During the reporting period, in accordance with the requirements of relevant laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures for Information Disclosure of Listed Companies, and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Company prepared and disclosed the 2023 Annual Report, the 2024 First Quarterly Report, the 2024 Semi-Annual Report, the 2024 Third Quarterly Report, and the 2023 Internal Control Evaluation Report, which objectively and fairly reflected the Company's financial position and operating results It fully reveals the company's operation and the operation of the internal control system to investors. The above reports were reviewed and approved by the Board of Directors and the Board of Supervisors of the Company, of which the Annual Report for 2023 was deliberated and approved by the Company's 2023 Annual General Meeting of Shareholders, and the directors, supervisors and senior management of the Company have signed written confirmation opinions on the Company's periodic reports. The Company's review and disclosure procedures for periodic reports and internal control evaluation reports are legal and compliant, and the financial data are true and accurate, and truly reflect the actual situation of the Company.
(5) Hiring or dismissing the accounting firm that undertakes the company's audit business
During the reporting period, the company held the 10th meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2024, deliberated and passed the "Proposal on the Renewal of the Appointment of the 2024 Auditor", and agreed to re-appoint Tianjian Certified Public Accountants (Special General Partnership) as the company's 2024 auditor for a period of one year. I reviewed the qualifications, practice records, quality management level, work plan, human and other resource allocation, information security management, and risk-taking ability level of Tianjian Certified Public Accountants (Special General Partnership), and agreed to re-appoint it as the company's 2024 auditor
Auditors.
(6) Appointing or dismissing the person in charge of finance of the company
During the reporting period, the company did not appoint or dismiss the company's financial director.
(7) Changes in accounting policies, changes in accounting estimates, or correction of major accounting errors due to reasons other than changes in accounting standards
During the reporting period, the company did not make any changes in accounting policies, changes in accounting estimates or correction of material accounting errors due to reasons other than changes in accounting standards.
(8) Nominating or appointing or dismissing directors, and appointing or dismissing senior management personnel
During the reporting period, the Company did not nominate or appoint or dismiss directors, or appoint or dismiss senior management.
(9) The remuneration of directors and senior management personnel
During the reporting period, the company deliberated and passed the "Proposal on the 2024 Annual Remuneration Plan of the Company's Directors and Supervisors" and the "Proposal on the 2024 Annual Remuneration Plan of the Company's Senior Managers".
(10) Formulating or changing an equity incentive plan, the incentive recipients are authorized to benefit and exercise the rights and interests conditions are fulfilled, and the directors and senior management personnel arrange the shareholding plan in the subsidiaries to be spun off
During the reporting period, the board of directors of the company deliberated and approved the "Proposal on Canceling the Reserved Grant of Part of the Stock Options in the 2021 Stock Option Incentive Plan", "The Proposal on the Achievement of the Exercise Conditions of the Second Exercise Period of the Company's 2021 Stock Option Incentive Plan", "The Proposal on Adjusting the Exercise Price of the Stock Option Incentive Plan in 2021, 2022 and 2023", "The Proposal on Canceling the First Grant of Part of the Stock Options in the 2022 Stock Option Incentive Plan" and "About the Company". Proposal on the Achievement of the Exercise Conditions for the Second Exercise Period of the First Grant of Stock Options in the 2022 Stock Option Incentive Plan", "Proposal on the Company's 2024 Stock Option Incentive Plan (Draft) and its Summary", "Proposal on the Implementation Assessment and Management Measures of the Company's 2024 Stock Option Incentive Plan", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2024 Stock Option Incentive Plan", "Proposal on Granting Stock Options to Incentive Objects" and other proposals, I believe that the implementation of the company's 2024 stock option incentive plan is conducive to stabilizing the company's core team and key talents, fully mobilizing the enthusiasm of employees, and promoting the company's sustainable development; 2021
In 2022 and 2023, the review procedures for the achievement of the exercise conditions, the adjustment of the exercise price, the cancellation of the options of the resignation incentive recipients, and the cancellation of the expired and unexercised stock options of the stock option incentive plan are legal and compliant, and there is no harm to the interests of the company and all shareholders.
During the reporting period, the company did not have any situation in which directors and senior management arranged shareholding plans in the subsidiaries to be spun off.
Fourth, the overall evaluation and recommendations
During the reporting period, as an independent director of the board of directors of the company, I strictly followed the provisions of relevant laws and regulations and the company's system, maintained independence, performed my duties conscientiously, diligently and diligently, actively performed my duties as an independent director, maintained good communication and cooperation with the company's board of directors, board of supervisors and management, gave full play to the role of independent director, provided professional support and independent judgment for the scientific decision-making of the company's board of directors in 2024, and ensured the company's standardized operation and healthy development. Effectively safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders.
In 2025, I will, as always, adhere to the professional spirit of independence, objectivity, diligence and responsibility, proceed from the interests of investors and the company, abide by relevant laws, regulations and rules, effectively perform the duties of an independent director, and further exert my professional capabilities in light of the actual situation of the company. Promote internal and external communication and cooperation of the company, continue to make suggestions and suggestions for the development of the company, play an active role in improving the decision-making efficiency and decision-making ability of the board of directors, fully safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders, and further promote the company's standardized operation and sustainable and healthy development.
Finally, I would like to thank the company's board of directors, management and relevant business units for their cooperation and support in my work in 2024.
(Signed):
Cai Qiaowu
April 9, 2025
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