Guangzhou Echom Sci.&Tech.Co.Ltd(002420)
Report on the work of independent directors in 2021
(Shen Zhaozhang)
As an independent director of Guangzhou Echom Sci.&Tech.Co.Ltd(002420) (hereinafter referred to as “the company”), in 2021, in strict accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the articles of association In accordance with the provisions and requirements of the company’s systems such as the working system of independent directors, faithfully perform their obligations, give full play to the functions of independent directors, attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on major matters, actively participate in corporate governance, and put forward reasonable opinions and suggestions for the operation and development of the company, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially the public shareholders. The performance of my duties as an independent director in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, the company held 10 board meetings and 4 general meetings of shareholders. As an independent director of the 5th board of directors, I attended all the meetings of the board of directors held during my term of office without absence. I voted in favour of all the proposals submitted to the board of directors after deliberation, without objection or abstention.
1. During the reporting period, my attendance at the meetings of the board of directors is as follows:
Attendance times, on-site attendance times, attendance times by means of communication, entrusted attendance times, absence times, whether there are two consecutive meetings without counting in person
10 1 9 0 0 0 no
2. My attendance at the general meeting of shareholders during the reporting period
In 2021, as an independent director, I attended the 2020 general meeting of shareholders, the first general meeting of shareholders in 2021, the second general meeting of shareholders in 2021 and the third general meeting of shareholders in 2021.
2、 During the reporting period, I gave independent opinions on relevant matters of the company as follows:
1. On January 11, 2021, the 13th meeting of the 5th board of directors issued the following independent opinions:
1、 Mr. Ma houqing’s nomination procedures comply with the relevant provisions of the company law, stock listing rules, standardized operation guidelines and the articles of association.
We believe that Mr. Ma houqing has the necessary ability to perform his duties, has rich experience in operation and management, and has good professional ethics and personal morality. The appointment of Ma houqing as the deputy general manager of the company complies with relevant laws and regulations, the relevant provisions of the articles of association and the needs of the company’s operation.
2、 According to the personal resume and work performance of the above candidates, it is not found that they have the conditions specified in Article 146 of the company law, are not found that they are prohibited from entering the market by the CSRC, and are qualified to serve as senior managers of the company.
3、 The nomination procedures of the board of directors for the above candidates comply with the relevant provisions of the company law and the articles of association and do not damage the rights and interests of shareholders. We agree to the nomination and appointment of the above candidates.
2. On February 5, 2021, the 14th meeting of the 5th board of directors of the company issued the following independent opinions:
1、 The nomination procedure of Mr. Xu Jianxin complies with the relevant provisions of the company law, the stock listing rules, the guidelines for standardized operation and the articles of association.
We believe that Mr. Xu Jianxin has the necessary ability to perform his duties, has rich experience in operation and management, and has good professional ethics and personal morality. The election of Xu Jianxin as the vice chairman of the company complies with relevant laws and regulations, the relevant provisions of the articles of association and the needs of the company’s operation.
2、 The nomination procedure of Mr. Ren Xuefeng complies with the relevant provisions of the company law, the stock listing rules, the guidelines for standardized operation and the articles of association.
We believe that Mr. Ren Xuefeng has the necessary ability to perform his duties, has the necessary management ability, leadership ability, professional knowledge and technical skills for corresponding positions, and has good professional ethics and personal morality. The election of Ren Xuefeng as the general manager of the company complies with relevant laws and regulations, the relevant provisions of the articles of association and the needs of the company’s operation.
3、 According to the personal resume and work performance of the above candidates, it is not found that they have the conditions specified in Article 146 of the company law, are not found that they are prohibited from entering the market by the CSRC, and are qualified to serve as the vice chairman and senior management of the company.
4、 The nomination procedures of the board of directors for the above candidates comply with the relevant provisions of the company law and the articles of association and do not damage the rights and interests of shareholders. We agree to the nomination and appointment of the above candidates.
3. On March 3, 2021, the 15th meeting of the 5th board of directors of the company issued the following independent opinions:
1、 Special instructions on the company’s external guarantees and the occupation of funds by related parties and opinions of independent directors 1 On external guarantee:
During the reporting period, the company did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals, nor did it provide external guarantees and illegal external guarantees that occurred in the previous period and accumulated to December 31, 2020.
2. Matters concerning the occupation of funds by related parties:
(1) During the reporting period, the company did not occupy the company’s funds by controlling shareholders, actual controllers and their subsidiaries.
(2) During the reporting period, there were no subsidiaries and their subsidiaries occupying the company’s funds.
2、 Independent opinions on the 2020 internal control self evaluation report
The company’s internal control system meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, and is suitable for the actual needs of the company’s current business activities. The internal control system basically covers all aspects and links of the company’s production, operation and management. Through the implementation of the internal control system, the company’s internal control has high integrity, rationality and effectiveness.
The company’s internal control over holding subsidiaries, related party transactions, external guarantees, use of raised funds, major investments and information disclosure has been relatively strict, sufficient and effective, ensuring the normal operation and management of the company, controlling and preventing operation and management risks and protecting the legitimate rights and interests of investors, It has played a positive role in promoting the standardized operation and healthy development of the company. The annual report on internal control of the company can objectively and effectively reflect the internal control of the company in 2020.
3、 Independent opinions on 2020 profit distribution plan
The company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2020. As an independent director of the company, after careful analysis of the company’s industry characteristics, enterprise development stage, its own business model, profitability, capital demand and other factors, We believe that the company’s 2020 profit distribution plan complies with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) of the CSRC and the relevant provisions on cash dividends in the company’s articles of association and profit distribution management system. The company’s 2020 profit distribution plan comprehensively considers the current industry characteristics, enterprise development stage Due to factors such as operation and management and medium and long-term development, the distribution plan is reasonable and effectively protects the legitimate interests of investors. It is agreed to submit the profit distribution plan for 2020 to the general meeting of shareholders of the company for deliberation.
4、 Independent opinion on the prediction of 2021’s daily connected transactions with Kingfa Sci.& Tech.Co.Ltd(600143)
1. The daily related party transactions between the company and Kingfa Sci.& Tech.Co.Ltd(600143) are expected to occur based on the actual situation of the company, meet the needs of the development of the company, and help to enhance the control of the company and improve the guarantee degree of production and operation.
2. The daily related party transactions between the company and Kingfa Sci.& Tech.Co.Ltd(600143) are expected to be conducted in accordance with the principle of “independent subject, fair and reasonable”. The price is the market price and the pricing is fair. There is no violation of the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and minority shareholders.
3. During the deliberation of the proposal, the affiliated directors Xiong Haitao, Li Nanjing and Ning Hongtao avoided voting, and the decision-making procedure of affiliated transactions was legal and in line with the requirements of the stock listing rules of Shenzhen Stock Exchange and other norms.
5、 Independent opinions on the prediction of related party transactions with Guangdong Yichang Investment Co., Ltd. in 2021
1. The related party transactions expected to occur between the company and Yichang investment are based on the actual situation of the company, meet the needs of the company’s development and improve the guarantee degree of production and operation.
2. The related party transactions expected to occur between the company and Yichang investment are conducted in accordance with the principle of “independent subject, fair and reasonable”. The price is the market price and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and there is no damage to the interests of the company and minority shareholders.
3. During the deliberation of the proposal, related directors Li Nanjing and Xu Jianxin avoided voting, and the decision-making procedure of related party transactions was legal and in line with the requirements of the stock listing rules of Shenzhen Stock Exchange and other norms.
6、 Independent opinions on the prediction of daily related party transactions with GAOJIN FUHENG Group Co., Ltd. in 2021 1 1. The expected daily related party transactions between the company and GAOJIN FUHENG are based on the actual situation of the company, meet the needs of the development of the company, and help to enhance the control of the company and improve the guarantee degree of production and operation.
2. The daily related party transactions expected to occur between the company and GAOJIN FUHENG are carried out in accordance with the principle of “independent subject, fair and reasonable”. The price is the market price, and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders.
3. Xiong Haitao and Ning Hongtao, affiliated directors, avoided voting during the deliberation of the proposal. Li Nanjing entrusted Xiong Haitao to attend, and the voting result was invalid and recorded as avoidance. The decision-making procedure of related party transactions is legal and meets the requirements of the stock listing rules of Shenzhen Stock Exchange and other norms.
7、 Independent opinions on the company’s continued employment of accounting firms
(I) the company continues to employ Daxin Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and the employment procedures comply with the provisions of the articles of association and the normative opinions of the general meeting of shareholders of listed companies. (II) after verification, the audit report issued by Daxin Certified Public Accountants (special general partnership) objectively and fairly reflects the company’s financial situation and operating results, and it is agreed to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the audit institution of Guangzhou Echom Sci.&Tech.Co.Ltd(002420) 2021.
4. On July 26, 2021, the 17th meeting of the 5th board of directors of the company issued the following independent opinions:
1、 Mr. Liu Wensheng’s nomination procedures comply with the company law, the stock listing rules, the guidelines for standardized operation, the articles of association and other relevant provisions.
We believe that Mr. Liu Wensheng has the necessary ability to perform his duties, has rich experience in operation and management, and has good professional ethics and personal morality. The appointment of Mr. Liu Wensheng as the deputy general manager of the company complies with relevant laws and regulations, the relevant provisions of the articles of association and the needs of the company’s operation.
2、 According to the personal resume and work performance of the above candidates, it is not found that they have the conditions specified in Article 146 of the company law, are not found that they are prohibited from entering the market by the CSRC, and are qualified to serve as senior managers of the company.
3、 The nomination procedures of the board of directors for the above candidates comply with the relevant provisions of the company law and the articles of association and do not damage the rights and interests of shareholders. We agree to the nomination and appointment of the above candidates.
5. On November 9, 2021, the 20th meeting of the 5th board of directors of the company issued the following independent opinions:
Since the changed securities abbreviation of the company matches the main business of the company, there is no case of using the changed securities abbreviation to affect the stock price of the company and mislead investors, which is in line with the relevant laws and regulations such as the company law, the securities law and the articles of association, is in line with the fundamental interests of the company, and does not damage the interests of the company and minority shareholders, We agree to change the securities abbreviation of the company.
6. On November 15, 2021, the 21st Meeting of the 5th board of directors of the company issued the following independent opinions:
1、 According to the recommendation of the recommender who meets the provisions of the articles of association and the qualification examination of the nomination and salary assessment committee of the board of directors of the company, Ren Xuefeng is nominated as a non independent director of the Fifth Board of directors of the company, with a term of office from the date of adoption of the third extraordinary general meeting of shareholders in 2021 to the expiration of the Fifth Board of directors.
We believe that in order to further play the important role of the board of directors in corporate governance, the nomination of Ren Xuefeng as a non independent director of the Fifth Board of directors of the company is in line with relevant laws and regulations, the relevant provisions of the articles of association and the needs of the company’s operation.
2、 We believe that the board of directors of the company is qualified to nominate candidates for directors of the company in accordance with relevant laws and regulations and the relevant provisions of the articles of association.
3、 According to the personal resume and work performance of the above director candidates, it is not found that they have the conditions specified in Article 146 of the company law, and they are not found that they are prohibited from entering the market by the CSRC and are qualified to serve as directors of the company.
4、 The nomination procedure of the board of directors for the above non independent director candidates complies with the relevant provisions of the company law and the articles of association, and does not damage the rights and interests of shareholders. We agree to the nomination of the above director candidates and agree to submit the proposal to the third extraordinary general meeting of shareholders in 2021 for deliberation.
7. On December 27, 2021, the 22nd Meeting of the 5th board of directors of the company issued the following independent opinions:
The decision-making procedure of the investment is in line with the provisions of relevant laws, regulations and the articles of association, and will not damage the interests of the company and all shareholders, especially the minority shareholders. Therefore, we agree to the investment and construction of the above projects. 3、 Work of special committees under the board of directors and annual report
(I) work of special committees under the board of directors
As the director of the audit committee, I presided over four audit committee meetings to review the audit report and work plan submitted by the company’s internal audit department, discuss the 2020 annual report and analyze the problems found in the audit report
