Fiyta Precision Technology Co.Ltd(000026)
2021 annual report of independent directors
As an independent director of Fiyta Precision Technology Co.Ltd(000026) (hereinafter referred to as “the company”), in 2021, we performed our duties diligently and scrupulously in strict accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations and the articles of association, gave full play to the independent role of independent directors, and safeguarded the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. The performance of the duties of independent directors in 2021 is hereby reported to the board of directors as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the company held 12 board meetings and 6 general meetings of shareholders. The meeting was convened and held in accordance with legal procedures. We exercised our voting rights at each board meeting of the company and agreed to the relevant proposals considered at the board meeting. The details of our attendance at the board of directors and shareholders’ meeting are as follows:
Attendance of independent directors at the board of directors
During the reporting period, it is required to attend the board of directors in the name of whether the correspondent is a continuous independent director. The number of on-site attendance at the board of directors is entrusted by the board of directors. The number of absent directors is from the number of meetings Board meeting
Wang Jianxin 12 2 100 0 no
Zhong Hongming 12 2 100 0 no
Tang Xiaofei 12 2 100 0 no
Number of independent directors attending the general meeting of shareholders 6
2、 Independent opinions
1. At the 25th meeting of the ninth board of directors of the company, we expressed independent opinions on adjusting the list of incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II), granting related matters and changing senior managers;
2. At the 26th meeting of the 9th board of directors of the company, we expressed independent opinions on the company’s proposed change of directors, repurchase and cancellation of some A-share restricted shares;
3. Assessment of impairment of loans, provision for write off of bad debts and other related party assets held by the 27th meeting of the board of directors of the industrial holding company in 2020, changes in the accounting policies of the related party in 2020, provision for impairment of assets held by the industrial holding company and other related parties in 2021 The internal control self-evaluation report in 2020 and the directors’ remuneration in 2020 have issued prior approval opinions or independent opinions;
4. At the 28th meeting of the ninth board of directors of the company, we expressed independent opinions on the repurchase and cancellation of some A-share restricted shares by the company;
5. At the 30th meeting of the ninth board of directors of the company, we expressed independent opinions on the company’s proposed change of directors, repurchase and cancellation of some A-share restricted shares; 6. At the 31st meeting of the ninth board of directors of the company, we expressed independent opinions on the election of the chairman of the company and the repurchase and cancellation of some A-share restricted shares;
7. At the 32nd meeting of the 9th board of directors of the company, we reported on the external guarantee of the company, the occupation of funds by controlling shareholders and other related parties, the general election of the board of directors, the proposed change of accounting firm, the signing of financial service agreement with aviation industry finance, the risk assessment report of deposits and loans related to aviation industry finance The repurchase and cancellation of some A-share restricted shares issued prior approval opinions or independent opinions;
8. At the first meeting of the 10th board of directors of the company, we expressed independent opinions on the election of chairman and appointment of senior managers of the company;
9. At the second meeting of the 10th board of directors of the company, we expressed independent opinions on the company’s plan to appoint general counsel and repurchase some domestic listed foreign shares (B shares);
10. At the fourth meeting of the 10th board of directors of the company, we expressed independent opinions on the achievement of the conditions for lifting the restrictions in the second lifting period of the company’s A-share restricted stock incentive plan (phase I) in 2018.
We agree with the above matters. See the relevant announcements disclosed on cninfo.com for the above prior approval opinions or independent opinions.
3、 Performance of special committees of the board of directors
In 2021, as members of the strategy committee, audit committee and nomination, remuneration and assessment committee of the board of directors of the company, our main performance of duties is as follows:
1. As a member of the strategy committee, during the reporting period, we put forward suggestions for the company’s development planning, profit distribution and investment in the establishment of wholly-owned subsidiaries.
2. As a member of the audit committee, during the reporting period, based on the principle of diligence and seeking truth from facts, we reviewed the company’s regular reports, profit distribution, changes in accounting policies, provision for asset impairment, changes in accounting firms, repurchase plan of B shares and other important matters, and guided internal audit work, supervised and evaluated external audit institutions The establishment of an effective internal control mechanism has made suggestions and actively safeguarded the interests of the company and all shareholders.
3. As a member of the nomination, remuneration and assessment committee, during the reporting period, we reviewed the qualifications of the candidates for directors, supervisors and senior managers of the company and the matters related to the first and second phases of the 2018 A-share restricted stock incentive plan; Audit and supervise the assessment and salary payment of the company’s directors.
4、 On site investigation of corporate governance and operation management
In 2021, we communicated with the company’s management from time to time through e-mail, telephone, on-site and other means, investigated and understood the company’s internal control, operation and management, financial status, related party transactions, guarantees and other matters, paid close attention to the impact of changes in the macro environment on the company, timely mastered the company’s operation dynamics, and actively and effectively performed the duties of independent directors.
5、 Work done to protect the legitimate rights and interests of public shareholders
1. In 2021, we supervised the company to carry out information disclosure in strict accordance with relevant laws and regulations and the company’s information disclosure management system, so as to ensure that the company’s information disclosure is true, accurate, timely and complete.
2. He expressed independent, objective and impartial opinions on various proposals considered by the board of directors, and expressed independent opinions on major matters related to the company’s periodic reports, related party transactions, profit distribution plans, guarantees and other major matters, so as to ensure that the interests of all shareholders, especially minority shareholders, are not damaged.
6、 Other matters
During the reporting period, the following situations did not occur:
1. Propose to convene the board of directors;
2. Propose to employ or dismiss an accounting firm;
3. Independently employ external audit institutions and consulting institutions.
March 10, 2002
(independent director: Wang Jianxin) (independent director: Zhong Hongming) (independent director: Tang Xiaofei)
