Jinlei Technology Co.Ltd(300443)
Report on the work of independent directors in 2021 (Guo Tingyou)
Shareholders and shareholder representatives:
As an independent director of Jinlei Technology Co.Ltd(300443) , During his tenure in 2021, he conscientiously performed the duties of independent directors in strict accordance with the provisions of 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 articles of association and the working system of independent directors, Give full play to the role of independent directors, free from the influence of 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 seven board meetings and actually attend seven board meetings on site; I shall attend three shareholders' meetings as a non voting delegate, and actually attend three 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
According to the relevant requirements of the articles of association, the working system of independent directors and other laws, regulations and normative documents, 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
Independent opinions of the 4th board of directors:
2021.2.5 agree with the 28th 1 of the board of directors on the controlling shareholders, actual controllers and their
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 opinion:
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
Independent opinions of the 5th board of directors:
2021.5.13 independent opinions of the first meeting of the board of directors on matters related to the appointment of senior management of the company at the first meeting of the Fifth Board of directors
Prior approval:
On the deliberation of the second meeting of the 5th board of directors of the company
The object has made prior recognition of relevant proposals and matters related to the issuance of shares
You can comment.
Independent opinion:
1. About the company's compliance with the gem to issue shares to specific objects
The 5th board of directors
Independent opinions of the;
2021.7.16 the second meeting of the board of directors agreed 2. On the company's plan to issue shares to specific objects this time
Discuss
Independent opinions;
3. About the company's pre issuance of shares to specific objects on the gem
Independent opinions on the case;
4. Demonstration and analysis of the company's plan to issue shares to specific objects
Independent opinions on the report;
5. On the use of funds raised by the company by issuing shares to specific objects
Independent opinions on feasibility analysis report;
6. On the diluted spot return after the company issues shares to specific objects
Filling measures reported and independent opinions promised by relevant subjects;
7. Independent report on the use of the company's previously raised funds
opinion;
8. Related party transactions involved in the issuance of shares to specific objects
Independent opinions on matters;
9. Share subscription with conditional effect signed by the company and related parties
Independent opinions on the purchase agreement;
10. On submitting to the general meeting of shareholders of the company to authorize the board of directors to handle it with full power
Independent opinions on matters related to the issuance of shares to specific objects;
11. About shares of the company in the next three years (2021-2023)
Independent opinions on East return planning.
Independent opinion:
1. Independent directors' opinions on the proportion of controlling shareholders and other related parties of the company
Special explanation and independent report on the use of the company's funds and the company's external guarantee by the 5th board of directors
2021.8.18 opinions made at the third meeting of the board of directors; Consent to discussion 2. Independent directors' proposal on the deposit of raised funds in the half year of 2021
Independent opinions on and use;
3. Independent opinions on changes in accounting policies.
Independent opinion:
1. Independent directors' opinions on the company's investment in the construction of "offshore wind power core"
The 5th board of directors
Independent meaning of component digital manufacturing project (phase I project)
2021.12.10 the fifth meeting agreed to see the;
Discuss
2. Independent opinions on adding independent directors to the 5th board of directors
See you.
3、 Work of the special committee of the board of directors
1. During my tenure in 2021, as the chairman of the audit committee, in strict accordance with the relevant requirements of the working rules of the audit committee and other systems, I presided over the careful discussion on the daily working conditions, internal control, employment of audit institutions and other matters of the audit committee, focused on the analysis and put forward corresponding suggestions, and earnestly fulfilled the special responsibilities of the audit committee. Reviewed the company's internal audit and other matters, supervised the establishment, improvement and effective implementation of internal control, and earnestly fulfilled the responsibilities and obligations of the chairman of the audit committee.
2. During my tenure in 2021, as a member of the remuneration and appraisal committee of the company, I supervised the remuneration and performance appraisal of the company, put forward suggestions on the appraisal and evaluation standards according to the actual situation, and earnestly fulfilled the responsibilities and obligations of the members of the remuneration and appraisal committee.
3. During my tenure in 2021, as a member of the nomination committee of the board of directors of the company, I paid close attention to the selection criteria and procedures of the company's directors, supervisors and senior managers in strict accordance with the relevant requirements of the working rules of the nomination committee and other systems, communicated with the company's directors, supervisors and senior managers, and safeguarded the rights and interests of the company and shareholders, Earnestly fulfilled the responsibilities and obligations of the members of the nomination committee.
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 the materials required for making decisions, 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 relevant staff of the company through telephone and e-mail, 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 becoming an independent director of the company, on the basis of my professional accumulation in accounting, I have actively studied the laws, regulations and normative documents related to the standardized operation of listed companies and the protection of the interests of social public shareholders, actively participated in the relevant training organized by the company and regulatory institutions, timely mastered the latest regulatory policies and directions, and continuously improved my ability to perform my duties, Provide professional opinions and suggestions for the company's scientific decision-making and risk prevention, and 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: Guo Tingyou
February 25, 2022
