2021 annual report of independent directors
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
2021 annual report of independent directors
(independent director: Peng Xiaowei)
Dear directors
As an independent director of the Fourth Board of directors of Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as "the company"), I strictly followed the company law, the securities law, the rules for independent directors of listed companies, the standards for corporate governance of 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 2021 In accordance with the provisions and requirements of the articles of association, working rules for independent directors and other relevant laws, regulations and systems, he performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant major issues of the company, and effectively safeguarded the legitimate interests of the company and shareholders, especially small and medium-sized shareholders, The supervisory role of independent directors has been brought into better play. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
In 2021, the company held 8 meetings of the board of directors and 3 meetings of the general meeting of shareholders. I actively participated in each board meeting and attended the general meeting of shareholders. Have enough time and energy to perform their duties during the performance of their duties, carefully review the meeting materials, and express their opinions based on professional and objective positions at the meeting; Not affected by the company's major shareholders and other units and individuals with interests in the company.
My attendance at the meeting in 2021 is as follows:
Number of meetings to be attended number of on-site attendance number of attendance by means of communication number of attendance by proxy number of absences plus number of times
Board of directors 8 3 5 0
General meeting of shareholders 3 2 0 1 0
In 2021, I seriously participated in the board meeting and the general meeting of shareholders of the company, diligently and faithfully performed the duties of independent directors, and believed that the convening of the board of directors and general meeting of shareholders of the company in 2021 was in line with legal procedures, and major business decisions were carried out in accordance with relevant procedures, which was legal and effective. During the reporting period, various proposals of the board of directors and the general meeting of shareholders of the company were carefully considered, and whether the relevant matters were kept
2021 annual report of independent directors
When the legitimate interests of all shareholders of the company, especially the minority shareholders, are damaged, the deliberation and voting process of relevant matters
Expressed independent opinions on whether the order complies with laws and regulations.
2、 Independent opinions
Opening time of the preface meeting and opinions expressed at the session
number
1. Prior approval opinions on the proposed appointment of audit institutions in 2021
2. Independent opinions on 2020 profit distribution plan
3. Independent opinions on the internal control evaluation report in 2020
4. Independent opinions on the proposed appointment of an audit institution in 2021
5. The 5th session of the 4th board of directors on March 26, 2021 Independent opinions on the deposit and use of raised funds in 2020
Meeting 6 Independent opinions on using self owned funds for securities investment
7. Independent opinions on Authorizing the management to apply for comprehensive credit from the bank in 2021
8. Independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
2. The sixth session of the Fourth Board of directors on April 19, 2021 Independent opinions on matters related to the change of the company's accounting policies
Meeting (Provisional)
3. The 7th session of the 4th board of directors on June 7, 2021 Independent opinions on Authorizing the management of the company to start the preparatory (Interim) meeting for the domestic listing of spin off subsidiaries
The 8th session of the 4th board of directors 1 Independent opinions on the achievement of the first solution of the first grant part of the 2020 restricted stock incentive plan 4 at the (Interim) meeting on June 18, 2021 except for the restriction period
2. Independent opinions on repurchase and cancellation of some restricted shares
5. The 9th session of the 4th board of directors on July 26, 2021 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee for the meeting
6. The 10th Session of the Fourth Board of directors on August 31, 2021 Independent opinions on the scheme of repurchasing some public shares
2 (Provisional) meetings Independent opinions on repurchase and cancellation of some restricted shares
See http://www.cn.info.com.cn for the above independent opinions.
3、 On site investigation of the company
In 2021, due to the repeated impact of covid-19 epidemic, there was a problem for independent directors to carry out on-site investigation
Set obstacles. However, with the epidemic situation under control, I still conducted many on-site visits to the company,
Focus on the inspection of the company's production and operation status, financial status and the implementation of the resolutions of the board of directors. through
Communicate with the company's internal directors, supervisors, senior managers and relevant staff by telephone and on-site investigation
Keep close contact with each other and learn about the progress of major issues of the company in time; Pay attention to the of media and network related companies
Report, timely grasp the impact of external environment and market changes on the company, and make use of their own professional knowledge and practice
Experience and put forward their own opinions and suggestions for the operation, finance and investment of the company.
2021 annual report of independent directors
4、 Performance of special committees of the board of directors
During the reporting period, I served as the convener of the nomination committee and the remuneration and assessment committee of the company. In 2021, the company held one meeting of the remuneration and assessment committee, but no meeting of the nomination committee was held. During this period, I performed my duties as a member of the special committee in strict accordance with relevant laws and regulations and the provisions of the nomination committee of the board of directors and the implementation rules of the remuneration and evaluation committee of the board of directors, and made audit opinions on the 2020 personal performance evaluation results of some incentive objects granted by the company's 2020 restricted stock incentive plan for the first time.
5、 Annual report preparation and communication
During the preparation of the 2020 annual report, in accordance with the provisions of the working system for annual reports of independent directors, I listened carefully to the reports of the company's management, actively cooperated with the company's annual audit, carefully reviewed relevant materials including financial statements, and actively communicated with the annual audit institution, the company's financial department, securities department and other relevant personnel, Understand and master the audit work arrangement and progress of accountants, communicate the key audit concerns, and effectively communicate the problems found in the audit process, so as to ensure that the audit report comprehensively and truly reflects the company's situation.
6、 Work done in protecting the legitimate rights and interests of public shareholders
1. During the reporting period, I faithfully performed the duties of independent directors, carefully reviewed all proposals considered by the board of directors, put forward reasonable suggestions, and exercised my voting rights independently, objectively and prudently.
2. Continue to pay attention to the information disclosure, carefully review the meeting materials before the board of directors, carefully consult the disclosed information after the meeting, and supervise and verify the authenticity, accuracy, timeliness and integrity of the company's information disclosure.
3. The revision, improvement and implementation of the systems of corporate governance and financial management, and the implementation of the resolutions of the board of directors and the general meeting of shareholders, as well as equity incentive, share repurchase and foreign investment.
4. In order to better perform their duties and give full play to the supervisory role of independent directors, they participated in the training organized by Guangdong securities regulatory bureau and Guangdong listed company association in 2021, carefully studied the relevant regulations and documents of China Securities Regulatory Commission, Guangdong securities regulatory bureau and Shenzhen Stock Exchange, and further deepened their understanding and understanding of standardizing the corporate governance structure and protecting the interests of minority shareholders, Continuously improve their ability to perform their duties.
2021 annual report of independent directors
7、 Other matters
During the reporting period, as an independent director, I did not propose to convene the board of directors, propose to hire or dismiss accounting firms, and independently hire external audit institutions and consulting institutions.
8、 Contact information
Name: Peng Xiaowei
mail box: [email protected].
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) independent director Peng Xiaowei March 14, 2022
