Jiangsu Yitong High-Tech Co.Ltd(300211)
Report on the work of independent directors in 2021
Wu Minyan: Wu Shuzhi
Shareholders and shareholder representatives:
In 2021, as an independent director of Jiangsu Yitong High-Tech Co.Ltd(300211) (hereinafter referred to as “the company”), I strictly followed the company law, the securities law, the guiding opinions on establishing independent directors in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM and other laws and regulations Normative documents and the relevant provisions of the articles of association and the working system of independent directors can faithfully, diligently and conscientiously perform the duties of independent directors during their tenure, personally attend the meetings of the board of directors and the general meeting of shareholders, carefully consider various proposals at the meetings, and express independent opinions on various proposals and related matters independently, objectively and impartially, It is not affected by the major shareholders, actual controllers or other units or individuals having an interest in the company, gives full play to the independent and professional role of independent directors, and effectively protects the interests of the company and shareholders, especially small and medium-sized shareholders. I hereby report my performance during my term as an independent director in 2021 as follows: I. attendance at company meetings and voting in 2021
In 2021, the company held 12 board meetings, 1 annual general meeting and 4 extraordinary general meetings. During my tenure, I personally attended 12 board meetings as an independent director of the company; Attended one annual general meeting and four extraordinary general meetings of shareholders in person, earnestly fulfilled the obligations of independent directors, and did not absent, entrust others to attend or fail to attend the meeting in person for two consecutive times. Conduct face-to-face communication with the company’s management at the board meeting to timely understand the company’s development plan and daily operation; Carefully review all proposals and exercise voting rights in a cautious manner; Make full use of their professional knowledge in finance to put forward reference suggestions for the company and play a positive role in the scientific decision-making of the company’s board of directors.
In my opinion, the convening and convening of the board of directors and the general meeting of shareholders, major business decisions and other major matters of the company have fulfilled the relevant examination and approval procedures, meet the requirements of laws and regulations, and are legal and effective. During my tenure, I carefully reviewed the proposals and materials of the board of directors one by one, maintained communication with relevant personnel, and expressed my support for all the proposals under consideration on the principle of diligence and responsibility, without raising objections, objections or waivers. 2、 Independent opinions
In 2021, in accordance with the requirements of the company law and the working system of independent directors, I carefully considered various proposals put forward by the board of directors, listened to the reports of relevant personnel of the company regularly, and focused on strengthening the on-site investigation of the company, timely understood the dynamics of the company, deeply understood the operation and management of the company, and provided suggestions for the long-term development and management of the company, Provide reference for the decision-making of the board of directors. During the reporting period, during my tenure, I expressed “agreed” independent opinions on the following matters, as follows:
(I) on January 5, 2021, the company held the 17th meeting of the seventh board of directors, and I expressed my independent opinions on the issue of exemption from voluntary share locking commitment of the controlling shareholder of the company.
(II) on February 8, 2021, the company held the 18th meeting of the seventh board of directors, and I expressed independent opinions on the matters of the company’s by election of non independent director candidates of the seventh board of directors and the company’s by election of independent director candidates of the seventh board of directors.
(III) on March 9, 2021, the company held the 20th meeting of the seventh board of directors. I made comments on the 2020 annual profit distribution plan, the 2020 internal control self-evaluation report, the 2021 annual salary plan for the members of the board of directors and the 2021 annual salary plan for the senior managers of the company Independent opinions on the appointment of financial principals by the company; Made a special explanation and independent opinions on the occupation of the company’s funds and external guarantees by the controlling shareholders and other related parties in 2020.
(IV) on April 27, 2021, the company held the 21st Meeting of the seventh board of directors. I gave my prior approval opinions on the company’s “renewal of the 2021 financial audit institution”, and on the company’s “renewal of the 2021 financial audit institution” and Independent opinions on the change of the company’s accounting policies and other matters.
(V) on May 26, 2021, the company held the 22nd Meeting of the 7th board of directors. I gave my prior approval opinion and independent opinion on the matter of daily connected transactions between the wholly-owned subsidiary Hefei whale Microelectronics Co., Ltd. and related parties.
(VI) on July 11, 2021, the company held the 23rd Meeting of the 7th board of directors, and I gave my prior approval opinions on the signing of cooperation framework agreement and related party transactions between the wholly-owned subsidiary Hefei whale Microelectronics Co., Ltd. and related parties, and on matters related to the company’s restricted stock incentive plan in 2021, He expressed independent opinions on the signing of cooperation framework agreement and related party transactions between the wholly-owned subsidiary Hefei whale Microelectronics Co., Ltd. and related parties, the company’s restricted stock incentive plan in 2021 (Draft) and its abstract, and the scientificity and rationality of the indicators set in the restricted stock incentive plan in 2021.
(VII) on July 20, 2021, the company held the 24th Meeting of the 7th board of directors. I gave my prior approval and independent opinions on the proposal on the supplementary agreement and daily connected transactions of the procurement framework agreement between the wholly-owned subsidiary and related parties.
Special explanations and independent opinions were made on the occupation of the company’s funds and external guarantees by the controlling shareholders and other related parties in the year.
(IX) on September 8, 2021, the company held the 26th meeting of the 7th board of directors, and I expressed independent opinions on the company’s “on extending the duration of employee stock ownership plan in 2015”.
(x) on September 27, 2021, the company held the 27th meeting of the seventh board of directors, and I expressed independent opinions on the proposals on adjusting the incentive plan for restricted shares in 2021 and on granting restricted shares to incentive objects for the first time.
All the above independent opinions have been disclosed on the gem information disclosure website designated by the CSRC. For details, see http://www.cn.info.com.cn. 3、 Performance of special committees of the board of directors
On February 24, 2021, in accordance with the relevant provisions of the standards for the governance of listed companies and the articles of association, the 19th meeting of the seventh board of directors of the company deliberated and adopted the proposal on by election of members and chairmen of special committees of the seventh board of directors of the company. I was appointed by the chairman of the audit committee and the member of the remuneration and assessment committee of the seventh board of directors of the company, He was re elected as a member of the nomination committee and the remuneration and assessment committee.
During the reporting period, in strict accordance with the relevant requirements of the company’s working system for independent directors, detailed rules for the work of the audit committee of the board of directors, detailed rules for the work of the remuneration and assessment committee of the board of directors and detailed rules for the work of the nomination committee of the board of directors, I attended all the daily meetings held by the Committee, And put forward professional opinions and reasonable suggestions on the matters submitted to the board of directors for discussion, playing the role of scientific decision-making. In 2021, mainly perform the following responsibilities:
(I) I fully communicated with the company’s 2020 audit certified public accountant, listened to the certified public accountant’s introduction to the annual audit, conducted in-depth communication with the certified public accountant and the company’s management on relevant matters, and faithfully performed the duties of independent directors.
In 2021, as the chairman of the company’s Audit Committee (until February 24, 2021), he presided over the relevant work of the audit committee, reviewed the company’s production and operation status, internal audit matters, internal control management and implementation, daily operation and other related matters, and carefully considered the audit work plan submitted by the company’s internal audit department Work report, etc.
In accordance with the provisions of the company’s working system for independent directors, detailed rules for the work of the audit committee of the board of directors and other relevant systems, carefully review relevant materials in the preparation and disclosure of the company’s periodic reports, and learn from the company’s management about the production and operation of the year and the progress of major events; Before and after the audit institution enters the site, it has strengthened the communication with certified public accountants and urged them to carry out the audit work as planned. Carefully review the audit opinions issued by the audit institutions, master the audit work arrangement and progress of the annual report, and maintain the independence of the audit.
The audit committee of the company also inspects, assesses, evaluates and guides the daily work of the Audit Department of the company, and urges the construction and improvement of the internal audit system of the company. The committee also continued to strengthen the communication between internal audit and external audit to ensure the smooth progress of audit work, especially the audit of major financial reports.
(II) as a member of the remuneration and assessment committee of the board of directors of the company, supervise the implementation of the remuneration and assessment system of the company and assess the directors and senior managers of the company in accordance with the working system for independent directors, working rules of the remuneration and assessment committee of the board of directors and other relevant systems, According to the work scope and importance of the company’s directors and senior managers, put forward suggestions on the assessment and evaluation standards, promote the company to further improve the scientificity of salary assessment on the basis of standardized operation, and review the relevant matters of the company’s 2021 fixed-term stock incentive plan, Earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee.
(III) as a member of the nomination committee of the board of directors of the company (re elected as a member of the Nomination Committee on February 24, 2021), in strict accordance with the provisions of the working system of independent directors, the working rules of the nomination committee of the board of directors and other relevant systems, pay attention to the performance of the directors and senior managers of the company according to the actual situation of the company, and assess their comprehensive quality Conduct comprehensive evaluation on job qualifications to effectively safeguard the interests of small and medium-sized investors. 4、 On site investigation of the company
My on-site inspection of the actual situation of the company in 2021 is as follows:
In 2021, I made full use of attending the meetings of the board of directors, the general meeting of shareholders and the special committee of the board of directors to focus on understanding the company’s operation, financial status, business development and other related matters. The covid-19 epidemic had a certain impact on my on-site participation in meetings and on-site investigation. The company flexibly adopted the method of on-site combined with video conference to organize and hold the board of directors and shareholders’ meeting; In addition to the on-site inspection of the company, I also maintain close contact with other directors, supervisors, senior managers and relevant personnel of the company through telephone, network and other means, inspect the operation status of the company, the implementation of resolutions of the management and the board of directors, and actively communicate with the directors, supervisors and senior managers of the company, Keep abreast of the company’s business trends. Actively participate in the work of the special committee of the board of directors of the company, and exercise the voting right independently, objectively and prudently in the meetings of the board of directors and the special committee. 5、 Work done in protecting the rights and interests of investors
(I) continue to pay attention to the company’s information disclosure work, and urge the company to continuously improve the company’s information disclosure management system in strict accordance with the requirements of laws and regulations, normative documents such as the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and the information disclosure management measures; The company is required to strictly implement the relevant provisions on information disclosure to ensure that the company’s information disclosure is true, accurate, complete, timely and fair.
(II) actively understand and investigate the operation and management of the company. As an independent director of the company, through on-site investigation, telephone inquiry and communication with the management, I understand and master the macro-economic situation, industry development trend and other macro situations faced by the company, as well as the progress of the company’s production and operation management and other internal dynamic information, and effectively supervise and inspect the performance of directors and senior managers; Actively attended relevant meetings, carefully reviewed various materials submitted by the company, exercised voting rights independently, objectively and prudently, fully performed the duties of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and shareholders. 6、 Training and learning
In order to effectively perform the duties of independent directors, I carefully study the regulations and systems newly issued by the CSRC and Shenzhen stock exchange this year, and strive to strengthen my understanding and understanding of relevant regulations, especially those related to the corporate governance structure, standardized operation and the protection of the rights and interests of public shareholders, Improve the awareness of protecting the legitimate rights and interests of the company, investors and even public shareholders. 7、 Other instructions
In 2021, when I was an independent director, there was no proposal to convene the board of directors; There is no independent engagement of external audit institutions or consulting institutions; There is no proposal to hire or dismiss an accounting firm. In 2022, while serving as an independent director of the company, I will continue to faithfully perform my duties, actively participate in the decision-making of major matters of the company with a serious, diligent and responsible attitude, give full play to my professional expertise, provide more reasonable suggestions for the development of the company and provide good reference for the scientific decision-making of the board of directors. In accordance with the requirements of relevant laws, regulations and normative documents, as well as the provisions of the articles of association and other systems, give full play to the role of independent directors, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, and ensure the objective, fair and standardized operation of the board of directors of the company. Independent director: Wu Minyan
March 11, 2022
