Jinlei Technology Co.Ltd(300443)
2021 annual report of independent directors
(Zheng Yuanwu)
Shareholders and shareholder representatives:
As an independent director of Jinlei Technology Co.Ltd(300443) , during my tenure in 2021, Faithfully perform the duties of independent directors in strict accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the provisions of the articles of association and the working system of independent directors, Give full play to the role of independent directors, be diligent and responsible, not affected by the company’s major shareholders, actual controllers or other units or individuals with interests in the company, and effectively safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director during my tenure in 2021 as follows:
1、 Participation in the board of directors and shareholders’ meeting
In 2021, I should attend two board meetings and actually attend two board meetings on site; I shall attend two shareholders’ meetings on site and actually attend two shareholders’ meetings on site. During my tenure in 2021, I earnestly fulfilled the obligations of loyalty and diligence of independent directors, carefully deliberated the proposals submitted to the board of directors, exercised the voting rights with a cautious attitude, and played a positive role in making scientific decisions for the meeting.
2、 Opinions of independent directors
In accordance with the articles of association, working system of independent directors and relevant provisions of other laws and regulations, during my tenure in 2021, I expressed my opinions on the following relevant matters of the company and issued written opinions.
Opinion time and opinions of the board of directors
type
2021.2.5 independent opinion of the 4th board of directors: agreed
Article XXVIII 1. On the controlling shareholders, actual controllers and
At the meeting, the company’s funds and external guarantees occupied by other related parties
Opinions;
2. Independent opinions on 2020 profit distribution plan;
3. On the annual deposit and actual use of raised funds
Opinions;
4. Self evaluation report on the company’s internal control in 2020
Independent opinion of the;
5. Independent on using idle self owned funds to purchase financial products
opinion.
Independent opinions of the 4th board of directors:
2021.4.27 independent opinions of the board of directors on matters related to the general election of the 29th meeting of the Fourth Board of directors
3、 Work of the special committee of the board of directors
1. From January 1 to May 12, 2021, as the chairman of the remuneration and assessment committee of the board of directors of the company, I presided over the daily work of the remuneration and assessment committee, actively organized the evaluation and assessment of the performance of directors, supervisors and senior managers in strict accordance with the articles of Association and other relevant regulations, and supervised the implementation of the remuneration system of the company, And put forward suggestions on the assessment and evaluation standards according to the actual situation, so as to promote the company to further improve the rationality and scientificity of salary assessment on the basis of standardized operation.
2. From January 1 to May 12, 2021, as a member of the audit committee of the board of directors of the company, I participated in the daily meeting of the audit committee and carried out the internal audit, internal control, annual report The appointment of accounting firms and other relevant materials were carefully reviewed to understand and master the audit work arrangement and progress, give full play to the supervision role of independent directors and maintain the independence of audit.
3. From January 1 to May 12, 2021, as a member of the strategy committee of the board of directors of the company, I actively performed my duties in strict accordance with the working rules of the strategy committee and other relevant provisions, studied and put forward suggestions on the company’s change of business scope, amendment of the articles of association, application for comprehensive credit from commercial banks and non bank financial institutions, The inspection of the implementation of the company’s development strategy has played a positive role in the scientific decision-making of the company’s strategic development.
4、 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 strictly comply with the relevant provisions of the company’s information disclosure management system and other laws and regulations, such as the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, Complete the information disclosure in a true, accurate, complete and timely manner.
2. Effectively perform the duties of independent directors, continuously pay attention to the construction and implementation of the company’s operating conditions, financial management and internal control systems, carefully consult relevant documents on major matters that need to be decided by the board of directors, take the initiative to obtain various materials required for decision-making, and use their own professional knowledge to exercise their voting rights independently, objectively and impartially, Maintain full independence in work and serve all shareholders cautiously, faithfully and diligently.
5、 On site investigation of the company
During my tenure in 2021, I visited the company for many times, comprehensively and deeply understood the operation and development of the company, made use of professional knowledge and enterprise management experience, put forward professional opinions and suggestions on relevant proposals of the company’s board of directors, and gave full play to my supervision responsibilities. At the same time, keep close contact with other directors, senior executives and other relevant staff of the company through telephone and email, always pay attention to the impact of the company’s internal operation, external environment and market changes on the company, and actively put forward suggestions on the company’s operation and management.
When I exercise my powers, the management of the company actively cooperates to ensure that I enjoy the same right to know as other directors, which provides necessary conditions and sufficient support for the performance of my duties.
6、 Training and learning
Since I became an independent director, I have always attached importance to learning the latest laws, regulations and rules of China Securities Regulatory Commission and Shenzhen Stock Exchange, actively participated in relevant training organized by various regulatory agencies and the company, continuously improved my ability to perform my duties, formed the ideological awareness of consciously protecting the rights and interests of social public shareholders, and provided scientific decision-making and risk prevention for the company, Provide better opinions and suggestions to promote the company’s further standardized operation.
7、 Other matters
1. During his tenure in 2021, he did not raise any objection to the proposal of the board meeting and other matters not proposed by the board meeting in this year;
2. There is no proposal to convene the board of directors;
3. There is no proposal to hire or dismiss an accounting firm;
4. There is no independent engagement of external audit institutions and consulting institutions.
As an independent director of the company, I faithfully perform my duties, actively participate in major decisions of the company, and offer advice and suggestions for the healthy development of the company.
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Independent director: Zheng Yuanwu
February 25, 2022
