Jinlei Technology Co.Ltd(300443)
2021 annual report of independent directors
(Yang Xiaosheng)
Shareholders and shareholder representatives:
As an independent director of Jinlei Technology Co.Ltd(300443) , in my work in 2021, 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, 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 shall attend eight board meetings and actually attend eight board meetings on site; I shall attend three shareholders' meetings as a non voting delegate, and actually attend three shareholders' meetings on site. In 2021, I earnestly fulfilled the duty of loyalty and diligence of independent directors, carefully deliberated the proposals submitted to the board of directors, exercised the voting right 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 the reporting period, 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 opinion:
1. About the controlling shareholder, actual controller and
Other related parties' occupation of the company's funds and the company's external guarantee
Independent opinion on the situation;
2. Independent opinions on 2020 profit distribution plan
The 4th board of directors
See;
XXVIII. Deposit and actual use of funds raised in 2021.2
Meeting
Independent opinions;
4. Self evaluation report on the company's internal control in 2020
Independent opinions of the report;
5. On using idle self owned funds to purchase financial products
Make comments.
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 board of directors at the 29th meeting of the Fourth Board of directors
Independent opinion:
The 5th board of directors
2021.5.13 the first meeting of the board of directors agreed to the independent opinions on matters related to the appointment of senior managers of the company at the first meeting of the Fifth Board of directors
Prior approval:
Discussion on the second meeting of the 5th board of directors of the company
Relevant proposals and matters related to the issuance of shares by specific objects
The 5th board of directors approved the opinions in advance.
2021.7.16 independent opinions of the second meeting of the board of directors: agree to discuss 1. About the company's compliance with the gem to issue shares to specific objects
Independent opinions on conditions;
2. About the company's plan to issue shares to specific objects this time
Independent opinion of the;
3. About the company's issuance of shares to specific objects on the gem
Independent opinions on the plan;
4. On the demonstration of the company's plan to issue shares to specific objects
Analyze the independent opinions of the report;
5. About the company issuing shares to specific objects to raise funds
Use the independent opinions of the feasibility analysis report;
6. On the diluted spot after the company issues shares to specific objects
The filling measures of returns and the independence of the commitments of relevant subjects
See;
7. Report on the use of the company's previously raised funds
Opinions;
8. Related party transactions involved in the issuance of shares to specific objects
Independent opinions on trade matters;
9. The company and its related parties signed a conditional stock agreement
Independent opinions on the subscription agreement;
10. Proposal to the general meeting of shareholders of the company to authorize the board of directors to exercise full powers
Handle matters related to the issuance of shares to specific objects
Opinions;
11. About the company's next three years (2021-2023)
Independent opinions on shareholder return planning.
Independent opinion:
1. Independent directors' opinions on the controlling shareholders and other related parties of the company
Special report on the fifth session of the board of directors' occupation of the company's funds and the company's external guarantee
2021.8.18 the third meeting of the board of directors will give clear and independent opinions; Consent to discussion 2. Independent directors' proposal on the deposit of raised funds in the half year of 2021
Independent opinions on release and use;
3. Independent opinions on changes in accounting policies.
Independent opinions of the 5th board of directors:
2021.12.10 agree to the fifth meeting of the board of directors 1. Independent directors' proposal on the company's investment in the construction of "offshore wind power nuclear power"
Discussion on the independence of "digital manufacturing project of core parts (phase I project)"
Opinions;
2. Independent opinions on adding independent directors to the 5th board of directors
See you.
Prior approval:
The 5th board of directors decided to renew the appointment of the accounting firm and authorize the board of directors to
2021.12.28 prior approval opinions on remuneration matters of the sixth meeting of the board of directors. Agree with the independent opinion of the meeting:
Independent opinions on the renewal of accounting firm.
3、 Work of the special committee of the board of directors
1. In 2021, as the chairman of the nomination committee of the board of directors of the company, I convened and presided over the daily work of the nomination committee in strict accordance with the relevant requirements of the working rules of the nomination committee and other systems, paid attention to the selection criteria and procedures of the company's directors, supervisors and senior managers, and communicated with the company's directors, supervisors and senior managers, Safeguard the rights and interests of the company and shareholders, and earnestly fulfill the responsibilities and obligations of the chairman of the nomination committee.
2. In 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 made 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, and inspected the implementation of the company's development strategy, It has played a positive role in the scientific decision-making of the company's strategic development.
3. From May 13 to December 31, 2021, as the chairman of the remuneration and appraisal committee of the company, I presided over the daily work of the remuneration and appraisal committee, 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 chairman of the remuneration and appraisal committee.
4. From May 13 to December 31, 2021, as a member of the audit committee of the board of directors of the company, in strict accordance with the relevant requirements of the working rules of the audit committee and other systems, I carefully discussed the company's regular reports, the storage and use of raised funds, internal control, the employment of audit institutions and other matters, focused on analysis and put forward corresponding suggestions, Earnestly perform 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 independent directors.
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
In 2021, I visited the company for many times to have a comprehensive and in-depth understanding of the company's operation and development, and put forward professional opinions and suggestions on the relevant proposals of the company's board of directors by using professional knowledge and enterprise management experience, so as to give 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 I became an independent director, I have always attached importance to learning the latest laws, regulations and various rules and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, actively participated in relevant training organized by regulators and the company, continuously improved my ability to perform my duties, formed the ideological awareness of consciously protecting the rights and interests of 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. In 2021, there was no 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.
In 2022, I will continue to perform the duties of independent directors in the spirit of integrity and diligence, in strict accordance with the requirements of laws and regulations, and play my due role in promoting the healthy and sustainable development of the company and safeguarding the rights and interests of investors.
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