Innuovo Technology Co.Ltd(000795)
Report on the work of independent directors in 2021
As an independent director of Innuovo Technology Co.Ltd(000795) (hereinafter referred to as "the company"), in 2021, I strictly followed the company law of the people's Republic of China, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board In accordance with the provisions and requirements of the articles of association, the working system of independent directors and other relevant laws and regulations, faithfully, diligently and independently perform their duties, understand the operation of the company in detail, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on relevant matters, and give full play to the supervisory role of independent directors, Safeguard the interests of the company and the public shareholders. I hereby report my performance in 2021 as follows:
1、 Attendance at meetings
1. Attendance of the board of directors and shareholders' meeting
In 2021, the company held 8 meetings of the board of directors and 3 general meetings of shareholders. I personally attended each meeting of the board of directors and attended the 2020 annual general meeting of shareholders and the second extraordinary general meeting of shareholders in 2021. The details of attending the 2021 board meeting are as follows:
The number of on-site attendance that should be attended in this reporting period and the number of absences entrusted by means of communication. Whether there are two consecutive times of not attending the board of directors in person
8 0 8 0 0 0 no
During the reporting period, the convening and convening procedures of the board of directors and the general meeting of shareholders of the company comply with relevant laws and regulations, normative documents and the relevant provisions of the articles of association, have fulfilled the corresponding examination and approval procedures, and the resolutions of the meeting are legal and effective. As an independent director of the company, I carefully review relevant materials before the meeting and take the initiative to communicate and obtain information; At the meeting, we carefully considered various proposals, actively participated in the discussion and put forward reasonable suggestions, and exercised the voting right carefully. I voted in favor of all proposals submitted by the company to the board of directors for deliberation during the reporting period, without objection, waiver or objection.
2. Performance of special committees of the board of directors
In September 2021, the company successfully completed the general election of the ninth board of directors and the appointment of the new senior management. As the convener of the nomination committee of the board of directors of the company, I organized to study the election conditions and appointment procedures of candidates and senior managers of the board of directors, strictly examined the qualifications of candidates and senior managers of the board of directors and put forward suggestions. At the same time, I also served as a member of the company's audit committee and salary
Members of the remuneration and assessment committee and the strategy committee actively participate in the decision-making process of major matters of the company. During the reporting period, the details of my attendance at the meetings of the special committee are as follows:
The special committee shall report whether the number of actual attendance and entrusted attendance absences has not been determined for two consecutive times in this reporting period
Number of meetings attended in person
Audit committee no
Nomination Committee 2 0 0 0 no
Strategy Committee 2 0 0 0 no
Salary and appraisal 2 0 0 0 no
committee
2、 Independent opinions
During the reporting period, on the basis of detailed understanding of the company's production and operation, I issued independent opinions on relevant matters of the company, and made prior approval on related party transactions and the renewal of audit institutions. The review process was not affected by the controlling shareholders of the company or other units and individuals with interests in the company. The details are as follows:
Time type of independent opinion
202103-04 1. A statement on the prior consent of the company's daily related party transactions in 2021; Agree 2 Prior approval opinions on the reappointment of the company's audit institution in 2021.
1. Independent opinions on the company's 2020 profit distribution and the proposal of converting capital reserve into share capital;
2. Independent opinions on the prediction of the company's daily connected transactions in 2021;
3. Special instructions on the capital transactions and external guarantees of the company's related parties;
4. Independent opinions on the self-evaluation report of the company's internal control;
5. Independent opinions on the special report on the deposit and use of the company's raised funds in 2020;
6. Independent opinions on the company's continued employment of the audit institution in 2021;
202103-11 7. Independent opinions on the use of idle self owned funds for investment and financial management; Agree 8 Independent opinions on the expected amount of guarantee provided by subsidiaries;
9. Independent opinions on the company's provision for credit impairment and asset impairment in 2020;
10. Independent opinions on the company's adjustment of independent director's allowance;
11. Independent opinions on the company's performance compensation;
12. Special for daily related party transactions in 2020, the actual situation is quite different from the expected situation
opinion.
202104-06 1. Prior consent on the capital increase and related party transactions of the company to Zhejiang Innuovo Technology Co.Ltd(000795) gravity technology.
202104-16 1. Independent opinions on the company's capital increase and related party transactions to Zhejiang Innuovo Technology Co.Ltd(000795) gravity technology. agree
202107-08 1. Independent opinions on providing guarantee for holding subsidiaries.
Agree to 202108 Prior approval opinions on increasing the estimated amount of daily connected transactions in 2021
1. Special instructions on the company's funds occupied by controlling shareholders and other related parties and the company's external guarantee
And independent opinions;
2. Independent opinions on the special report on the deposit and use of the company's raised funds in the half year of 2021;
202108-19 3. Independent opinions on the company's use of bank acceptance bills to pay the funds of raised investment projects and equal replacement with the raised funds;
4. Independent opinions on the general election of the board of directors and the election of non independent directors;
5. Independent opinions on the general election of the board of directors and the election of independent directors;
6. Independent opinions on increasing the estimated amount of daily connected transactions in 2021.
1. Independent opinions on the company's use of some idle raised funds to temporarily supplement working capital;
202109-07 2. Independent opinions on the appointment of senior managers by the company. Agree 3 Independent opinions on new daily connected transactions in 2021.
202112-09 1. Prior approval opinions on increasing the estimated amount of daily connected transactions in 2021. agree
202112-15 1. Independent opinions on increasing the estimated amount of daily connected transactions in 2021. agree
3、 Work done in protecting the rights and interests of investors
1. As an independent director of the company, I am diligent and conscientious in performing my duties as an independent director. Focus on the company's internal control, financial operation, deposit and use of raised funds, related party transactions, external guarantees and other major matters, conduct detailed review and make prudent decisions; Actively understand the industry dynamics and market situation, carefully listen to the work report of the company's management, conduct in-depth communication with the company's directors and management by telephone, and timely learn about the company's production, operation and management. Based on the independent and objective position, give full play to the supervisory role of independent directors, implement the implementation of the resolutions of the board of directors, and effectively safeguard the interests of the company and the majority of investors.
2. I continue to pay attention to the company's information disclosure, supervise and inspect the company's information disclosure in 2021, urge the company to earnestly perform the disclosure obligations in strict accordance with the provisions of relevant laws and regulations, continuously improve the quality of the company's information disclosure, and ensure that the information disclosure is true, accurate, complete, timely and fair, and there are no matters that should be disclosed but not disclosed, Effectively protect investors' right to know.
3. I constantly improve my ability to perform my duties and the ideological awareness of protecting the rights and interests of investors by constantly learning new laws and regulations of the school, strengthening the study and understanding of relevant laws and regulations, providing guiding opinions and suggestions for the scientific decision-making and risk prevention of the company, and promoting the standardized operation of the company.
4、 Other situations
1. There is no proposal to convene a meeting of the board of directors;
2. No objection to the matters considered by the board of directors and special committees;
3. There is no proposal to dismiss the accounting firm;
4. There is no independent engagement of external audit institutions and consulting institutions.
Contact information: Zhao Guohao gzhao1958126.com.
The above is my report on the performance of independent directors in 2021. I sincerely thank the board of directors, management and relevant staff of the company for their active cooperation and strong support during my performance of duties! In 2022, I will continue to uphold the principles of integrity and diligence, faithfully fulfill the obligations of independent directors, give full play to the role of independent directors, strengthen communication and cooperation with the board of directors, the board of supervisors and the management, make use of my professional knowledge and experience to make suggestions for the development of the company, and effectively protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Independent director: Zhao Guohao March 12, 2002
Innuovo Technology Co.Ltd(000795)
Report on the work of independent directors in 2021
As an independent director of Innuovo Technology Co.Ltd(000795) (hereinafter referred to as "the company"), in 2021, I strictly followed the company law of the people's Republic of China, the guidelines for the governance of listed companies and the guiding opinions on the establishment of independent director system in listed companies In accordance with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the requirements of the articles of association and the working system of independent directors of the company, they are diligent and responsible, take the initiative to understand the operation of the company, actively attend relevant meetings and carefully consider various proposals of the board of directors, Issued independent opinions on matters requiring opinions of the independent board of directors during the reporting period, and earnestly safeguarded the interests of the company and all shareholders. I hereby report my performance in 2021 as follows:
1、 Attendance at meetings
1. Attendance of the board of directors and shareholders' meeting
In 2021, the company held 8 meetings of the board of directors and 3 general meetings of shareholders. I personally attended each meeting of the board of directors and attended the 2020 annual general meeting of shareholders and the second extraordinary general meeting of shareholders in 2021. During the reporting period, the details of my attendance at the board meeting are as follows:
The number of on-site attendance that should be attended in this reporting period and the number of absences entrusted by means of communication. Whether there are two consecutive times of not attending the board of directors in person
8 1 7 0 0 0 no
As an independent director of the company, in a prudent and responsible manner, carefully consult relevant materials before the meeting, and communicate with relevant personnel to obtain the information required for decision-making if necessary. At the meeting, I listened carefully to the return and considered each proposal, actively participated in the discussion and put forward professional suggestions. The board of directors and the general meeting of shareholders convened by the company in 2021 comply with legal procedures, and the matters considered have fulfilled the corresponding examination and approval procedures, which are legal and effective. I have voted in favor of all proposals submitted to the board of directors for deliberation, and there is no objection or waiver.
2. Performance of special committees of the board of directors
As the convener of the audit committee of the board of directors of the company, I convened the audit committee meeting in accordance with the rules of procedure of the audit committee of the company to review the internal audit, periodic reports, internal control and other related matters of the company, so as to give full play to the supervisory role of the Audit Committee; At the same time, as a member of the nomination committee, the remuneration and assessment committee and the strategy committee, he actively participated in relevant meetings from his own professional point of view,
He gave an objective analysis of the matters under consideration and effectively performed the duties of the special committee. In 2021, I attended the college
