|
Notes:
1. If any of the following circumstances occur, the dates of meetings, sessions, contents of motions, all independent directors’ opinion and the Company’s response to independent directors’ opinion should be specified:
(1) Matters referred to in Airticle14-3 of the Securities and Exchange Act.
|
Date |
Contents of motions |
All independents directors’ opinion and the Company’s response to independent directors’ opinion |
|
January 14, 2019
The nineteenth meeting of the board of directors of the fourth term |
Pass the amendments to the “Guideline for Lending Funds to Others” of the Company. |
Approved by all independent directors in attendance. |
|
March 14, 2019
The twentieth meeting of the board of directors of the fourth term |
Pass the amendments to the “Guideline for Acquisition and Disposal of Assets” and the “Guideline for Engaging in Derivatives Transactions” of the Company. |
Approved by all independent directors in attendance. |
|
May 2, 2019
The twenty-first meeting of the board of directors of the fourth term |
Pass the amendments to the “Guideline for Lending Funds to Others” of the Company. |
Approved by all independent directors in attendance. |
|
July 8, 2019
The second meeting of the board of directors of the fifth term |
Approve the capital increase of Ningbo Airtac Automatic Industrial Co., Ltd. |
Approved by all independent directors in attendance. |
|
November 11, 2019
The fourth meeting of the board of directors of the fifth term |
Approve the change of Certified Public Accountant of Deloitte & Touche. |
Approved by all independent directors in attendance. |
(2) Other matters involving objections or expressed by independent directors that were recorded in writing that require a resolution by the board of directors: None.
2. If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified:
|
Date |
Director |
Contents of motions |
Reasons for avoidance of conflict of interests |
Status of decisions |
|
May 2, 2019
The twenty-first meeting of the board of directors of the fourth term |
Leong, Kam-Son |
Approve the review of nominee qualification of independent directors of the Company |
Nominee of the independent directors |
Do not join the deliberation. |
3. Measures taken to strengthen the functionality and performance assessment of the Board in the current year and the most recent year:
(1) The Audit Committee and the Remuneration and Nomination Committee, composed of entire independent directors, assist the Board of Directors in carrying out supervisory task and report to the Board of Directors on a regular basis.
(2) Company will refer to the regulation of "public company Board of Directors discussion method", set "Board of Directors discussion rules" in order to follow.
(3) In order to let Directors and Managers get protection in executing their tasks, Company buy "Directors and managers liability insurance" every year.
(4) Committed to upholding operational transparency and protection shareholders’ interests, the Company regularly discloses resolutions by the Board of Directors in a timely and consistent manner. In addition, the Company participate institutional investor conferences regularly and has set up Chinese/English sections for Investor Relations, Corporate Social Responsibility and Corporate Governance on the official website.
4. At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by board of directors, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy.
Note: the election date is on June 21, 2019. |