Guangdong Jinming Machinery Co.Ltd(300281)
2021 annual report of independent directors
Dear shareholders and their agents
As an independent director of Guangdong Jinming Machinery Co.Ltd(300281) (hereinafter referred to as “the company”), I have strictly followed the company law, the guiding opinions on the establishment of independent directors in listed companies and several provisions on strengthening the protection of the rights and interests of public shareholders during my tenure In accordance with the provisions of laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for the governance of listed companies, the articles of association and the detailed rules for the work of independent directors, they shall perform their duties in good faith, diligently and faithfully, actively attend relevant meetings and carefully consider various proposals, He expressed independent opinions on major issues of the company and gave full play to the role of independent directors and members of various professional committees. On the one hand, strictly review the relevant matters submitted by the company to the board of directors, safeguard the legitimate rights and interests of the company and public shareholders, and promote the standardized operation of the company; On the other hand, give full play to their professional advantages, actively pay attention to and participate in the research on the development of the company, and put forward opinions and suggestions for the audit and internal control of the company.
I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held 6 meetings of the board of directors and 1 general meeting of shareholders. My attendance at the meetings of the board of directors and the general meeting of shareholders is as follows:
Number of meetings of the board of directors in the reporting period 6
Should attend the meeting in person? Whether there are two consecutive directors’ names and specific duties? How many times did not attend the meeting in person
Zhou Xia independent director 6 6 0 0 no
Number of shareholders’ meetings held during the reporting period 1
Should attend the meeting in person? Whether there are two consecutive directors’ names and specific duties? How many times did not attend the meeting in person
Zhou Xia independent director 1 0 0 0 no
This year, I attended the company’s board of directors on time, carefully considered the proposals submitted to the board of directors, maintained full communication with the company’s operation and management, put forward some reasonable suggestions, and exercised the voting right with a cautious attitude. I think the convening and convening of the company’s board of directors meeting is in line with the legal procedures, and the relevant approval procedures have been performed for major business matters, which is legal and effective, Therefore, the company voted for all proposals and other matters of the board of directors in 2021, and there was no objection, objection or waiver.
2、 Independent opinions on major issues of the company
1. On March 30, 2021, I gave independent opinions on the company’s profit distribution in 2020, the self-evaluation report on internal control in 2020, the special statement on the occupation of funds by controlling shareholders and other related parties, the report on the deposit and use of raised funds in 2020, and the renewal of the company’s audit institution in 2021.
2. On June 28, 2021, I expressed my independent opinions on the appointment of the company’s chief financial officer discussed at the 16th meeting of the Fourth Board of directors.
3. On July 26, 2021, I gave my independent opinion on the company’s engagement of consultants and related party transactions considered at the 17th meeting of the Fourth Board of directors of the company.
4. On August 9, 2021, I expressed my independent opinions on the special statement on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s external guarantee, and the deposit and use of raised funds in the half year of 2021, which was considered at the 18th meeting of the Fourth Board of directors of the company.
3、 Performance of duties in each special committee of the board of directors
The board of directors of the company has established four special committees: strategy, nomination, remuneration and assessment and audit. I am a member of the nomination committee, strategy committee and Audit Committee of the Fourth Board of directors. During the reporting period, I personally participated in the meetings of the above-mentioned special committees and actively participated in relevant work in accordance with the company’s implementation rules for the work of the nomination committee of the board of directors, the implementation rules for the work of the strategy committee of the board of directors and the implementation rules for the work of the audit committee of the board of directors. I give full play to my professional advantages, actively publish suggestions, and play the due role of members of the nomination committee, the strategy committee and the audit committee.
4、 On site investigation of the company
As an independent director of the company, he faithfully performs his duties as an independent director. In 2021, I visited and communicated with the company for many times to understand and guide the production, operation and financial status of the company; Through telephone and email, keep close contact with other directors, senior managers and relevant staff of the company, always 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 production and operation of the company.
5、 Other work done in protecting the rights and interests of investors
(I) strictly perform the duties of independent directors, carefully consult relevant documents and materials, timely investigate, ask relevant departments and personnel, consult relevant account books and meeting minutes of the company for each proposal submitted to the board of directors for deliberation, use their own professional knowledge to exercise their voting rights independently, objectively and impartially, and maintain full independence, prudence, loyalty Serve all shareholders diligently.
(II) continue to pay attention to the company’s information disclosure, and urge the company to be true, accurate, timely and in strict accordance with the relevant provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and the company’s information disclosure management system Complete the information disclosure.
(III) supervise and inspect the corporate governance and operation management. I communicate with relevant personnel of the company, deeply understand the improvement and implementation of the company’s production and operation, internal control and other systems, the implementation of resolutions of the board of directors, financial management, the use of raised funds and business development, pay attention to the company’s daily operation and governance, and timely understand the company’s daily operation status and possible business risks, Obtain the information and materials needed to make decisions, fully express their opinions at the board meeting, actively and effectively perform their duties and protect the rights and interests of investors.
6、 Other working conditions
(I) there is no proposal to convene the board of directors;
(II) there is no independent engagement of external audit institutions and consulting institutions;
(III) no independent director proposed to hire or dismiss an accounting firm.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. Looking forward to 2022, I will continue to be diligent and conscientious, use my professional knowledge and rich experience to provide more constructive suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Hereby report, thank you!
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(there is no text on this page, which is the signature page of the 2021 annual report of Guangdong Jinming Machinery Co.Ltd(300281) independent directors)
independent director:
Zhou Xia
specific date
