Shenzhen Xfh Technology Co.Ltd(300890)
2021 annual report of independent directors
(Li Xinlu)
Shareholders and shareholder representatives:
As an independent director of Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as "the company"), I (Li Xinlu) strictly abide by the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen stock exchange, the articles of association, the working system of independent directors and other relevant laws In accordance with the provisions and requirements of regulations and rules, in the work of 2021, he performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, effectively safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders, and gave better play to the independent and professional role of independent directors. The report on my performance of the duties of independent directors in 2021 is as follows: I. participation in the meeting
During the reporting period, the company held 5 meetings of the board of directors and 2 general meetings of shareholders. I personally attended all previous meetings of the board of directors and 2 general meetings of shareholders, and I was not absent or did not attend the meetings of the board of directors for two consecutive times.
During the reporting period, the absent directors shall be entrusted to attend the meeting by means of communication
Shareholders present
Name attend the meeting of the board of directors attend the meeting of the board of directors
Number of meetings
Number of times
Li Xinlu 5 0 5 0 2
Before the meeting, I carefully read the relevant materials provided by the company, study the decision-making matters, understand the operation and operation of the company, and make full preparations for participating in the important decisions of the company. At the meeting, all proposals submitted to the board of directors were carefully considered, actively participated in the discussion and put forward reasonable suggestions, expressed independent opinions on relevant matters, and earnestly exercised the right to vote. During my tenure as an independent director in 2021, all the proposals did not harm the interests of all shareholders, especially the minority shareholders. Therefore, they all voted in favour without objection or abstention. At the same time, the company also gave great support to my work and did not prevent independent directors from making independent judgments.
2、 Independent opinions and prior approval opinions
In accordance with the articles of association, the independent director system and other relevant provisions of laws and regulations, in 2021, I expressed independent opinions and prior approval opinions on the following relevant matters of the company:
(I) the eighth meeting of the second board of directors on April 19, 2021: I issued a prior approval opinion and independent opinion on the renewal of the accounting firm; Issue independent opinions on the occupation of the company's funds by controlling shareholders and other related parties, the company's profit distribution plan in 2020, the company's self-evaluation report on internal control in 2020, the company's special report on the storage and use of raised funds in 2020, and changes in accounting policies;
(II) the 9th meeting of the second board of directors on June 4, 2021: I give independent opinions on the company's restricted stock incentive plan (Draft) in 2021 and its abstract, the scientificity and rationality of the indicators set in the company's restricted stock incentive plan (Draft) in 2021, the signing of the project agreement and foreign investment between the company and Pengxi county government, etc.
(III) opinions on the use of the raised funds and other matters of the second half of 2021 issued by the independent shareholders' meeting on July 28, 2021.
(IV) the 11th meeting of the second board of directors on August 20, 2021: I give independent opinions on the granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2021.
(V) the 12th meeting of the second board of directors on October 25, 2021: I give independent opinions on the use of idle raised funds for cash management. 3、 Performance of special committees
The board of directors of the company has four special committees: Audit Committee, remuneration and assessment committee, nomination committee and Strategy Committee. I am the convener of the company's remuneration and assessment committee, member of the strategy committee and member of the nomination committee. Fully exercise their legal rights and obligations in accordance with the relevant requirements of the company. The main performance of duties in 2021 is as follows: participated in a meeting held by the salary and assessment committee, discussed and deliberated the equity incentive of the company, and submitted it to the board of directors of the company after reaching an agreement with all members. Attend a regular meeting of the nomination committee. Participated in two meetings held by the strategic development committee, studied and put forward suggestions on the company's application for financing credit line and guarantee for subsidiaries in 2021, and the signing of investment agreement and foreign investment between the company and Pengxi county government, and submitted it to the board of directors of the company after reaching an agreement with all members. 4、 Work done in protecting the rights and interests of investors
In 2021, I adhered to the principles of prudence, diligence and loyalty and performed the duties of independent directors in accordance with the requirements of relevant laws and regulations. Strengthen communication with other directors, supervisors and management; Deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, constantly improve their ability to perform their duties, provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and improve their decision-making ability; Objectively and fairly protect the legitimate rights and interests of investors, especially minority shareholders, and play a due role in promoting the steady and standardized operation of the company. At the same time, actively pay attention to the company's foreign investment and information disclosure, and urge the company to seriously perform the procedures and disclose the information truthfully, timely and completely in strict accordance with relevant laws and regulations and the relevant provisions of the company's information disclosure management system. 5、 On site investigation of the company
In 2021, I conducted on-site research on the company for many times, timely understood the company's development strategy, R & D, production and operation status and internal control construction, and made use of my professional knowledge to put forward reasonable opinions and suggestions for the company's operation and management, industrial policy response and other aspects; And keep close contact with other directors, senior managers and relevant staff of the company through telephone and e-mail, pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, timely learn the progress of major matters of the company and master the operation dynamics of the company.
6、 Other work
(I) during the reporting period, I did not raise any objection to the proposal of the board of directors and other matters not proposed by the board of directors;
(II) during the reporting period, I did not propose to convene the board of directors;
(III) during the reporting period, I did not independently employ 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. Through self-examination, I meet the requirements of independence, and my statement and commitment have not changed. Here, I would like to express my heartfelt thanks to the board of directors, management and other relevant personnel for their active and effective cooperation and support in the performance of my duties.
In 2022, I will continue to be diligent and responsible, contribute to the development of the company, provide reference opinions for the scientific decision-making of the board of directors, and ensure that the overall interests of the company and the legitimate rights and interests of minority shareholders are not damaged.
Independent director: Li Xinlu
