Jiangsu Yitong High-Tech Co.Ltd(300211)
Report on the work of independent directors in 2021
(reporter: Zhou Jun)
Shareholders and shareholder representatives:
During my tenure 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 guidance on establishing independent directors in listed companies, the self discipline supervision guidance 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 of duties as an independent director before leaving office in 2021 (leaving office on February 24, 2021) as follows: I. attendance at company meetings and voting in 2021
During my tenure as an independent director, the company held two board meetings and two extraordinary general meetings. During his tenure, he personally attended 2 meetings of the board of directors as an independent director of the company; Attended two extraordinary general meetings of shareholders in person, earnestly fulfilled the obligations of independent directors, and there was no absence, entrusted others to attend or failed 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 law 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
During the reporting period, 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 understand the dynamics of the company, deeply understand the operation and management of the company, and provide advice 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.
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
During the reporting period, as the chairman of the remuneration and assessment committee and the member of the nomination committee under the seventh board of directors of the company, I strictly followed the relevant requirements of the company’s working system for independent directors, working rules of the remuneration and assessment committee of the board of directors and working rules of the nomination committee of the board of directors, I have participated in all the daily meetings held by the committee, put forward professional opinions and reasonable suggestions on the matters submitted to the board of directors for discussion, and played the role of scientific decision-making. In 2021, mainly perform the following responsibilities:
(I) during his tenure in 2021, as the chairman of the company’s remuneration and assessment committee, he presided over the relevant work of the remuneration and assessment committee, made suggestions and reviewed the remuneration policies and plans of the company’s directors and senior managers, and continuously promoted the improvement of the company’s assessment, incentive and restraint mechanism.
(II) during his tenure in 2021, as a member of the nomination committee of the company, he participated in the daily work of the nomination committee, paid attention to the performance of directors and senior managers of the company according to the actual situation of the company, comprehensively evaluated their comprehensive quality and qualification, and effectively safeguarded the interests of small and medium-sized investors. 4、 On site investigation of the company
During my tenure in 2021, the on-site inspection of the actual situation of the company is as follows:
I make full use of attending the meetings of the board of directors, the general meeting of shareholders, the special committee of the board of directors and other forms to focus on understanding the operation, financial status, business development and other related matters of the company. 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, I keep close contact with other directors, senior managers and relevant staff of the company through on-site investigation, telephone inquiry and communication with the management, master the business dynamics of the company, timely learn about the progress of various major matters of the company, and often pay attention to the impact of external environment and market changes on the company The prudent exercise of voting rights has fully fulfilled 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
Since I became an independent director, I have always focused on learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant regulations, especially those related to regulating the corporate governance structure of the company and protecting the interests of social public shareholders, and participating in relevant training organized by the company in various ways, More comprehensive understanding of the management systems of listed companies, continuously improve their ability to perform their duties, form the ideological awareness of consciously protecting the interests of shareholders of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation. 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.
I have left office on February 24, 2021. Here, I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the performance of my duties.
Independent director: Zhou Jun
March 11, 2022
