Dalian Demaishi Precision Technology Co.Ltd(301007)
2021 annual report of independent directors
(Gao Wenxiao)
As an independent director of Dalian Demaishi Precision Technology Co.Ltd(301007) (hereinafter referred to as “the company”), In 2021, in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of shares on the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of Companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations In accordance with the provisions of the normative documents and the articles of association and the working system of independent directors, faithfully perform the duties of independent directors, exercise the rights conferred by the company carefully, seriously and diligently, actively attend relevant meetings, give full play to the independent and professional role of independent directors, and carefully consider various proposals, It has effectively safeguarded the standardized operation of the company and the overall interests of shareholders.
The performance of the duties of independent directors in 2021 is reported as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, I attended all the meetings of the board of directors and general meetings of shareholders held by the company. With a diligent attitude, I carefully reviewed the meeting proposals and relevant materials, carefully voted, and played a positive role in the correct and scientific decision-making of the board of directors. In 2021, the meetings of the board of directors and the general meeting of shareholders of the company were convened in accordance with legal procedures. Major business decisions and other matters were performed in accordance with the relevant decision-making procedures, which were legal and effective. The details of my attendance at the board of directors and general meeting of shareholders in 2021 are as follows:
(I) attendance at board meetings
Attendance this year
Name of independent director number of attendance in person number of attendance by proxy number of absence
Number of board meetings
Gao Wenxiao 11 0
1. I personally attended and voted in favor of all proposals considered at the board meeting.
2. No other independent directors were authorized to attend the meeting during the year.
3. I have not raised any objection to any matter of the company during the year.
(II) attendance at the general meeting of shareholders as nonvoting delegates
Should attend as nonvoting delegates this year
Name of independent director number of attendance in person number of attendance by proxy number of absence
Number of general meetings
Gao Wenxiao 4 400
In 2021, the company held four general meetings of shareholders, all of whom attended in person and listened carefully to the opinions of shareholders attending the meeting.
2、 Independent opinions
In accordance with the articles of association and relevant provisions of other laws and regulations, I have expressed independent opinions on the following matters of the company, as follows:
Time session matters
2021.1.22 the 2nd board of directors Independent opinions on the proposal of the company to apply for loan from Industrial Bank Co.Ltd(601166) and guarantee of the 23rd Meeting of related parties
2021.3.29 1st meeting of the second board of directors Independent opinions of the 25th meeting of the proposal on profit distribution plan in 2020
2. Independent opinions on the proposal on appointing the company’s audit institution in 2021
3. Independent opinions on the proposal on applying for credit line from banks in 2021
4. Independent opinions on the proposal on confirming the total remuneration of directors, supervisors and senior managers of the company in 2020
5. Independent opinions on the proposal on the self-evaluation report of the company’s internal control
2021.7.1 the second board of directors Proposal on using raised funds to replace self raised funds and paid issuance expenses for investment projects invested with raised funds in advance
Independent opinion of the 29th meeting
2. Independent opinions on the proposal on using self owned idle funds to purchase financial products
August 26, 2021 Independent opinions on the special report of the 30th meeting on the deposit and use of raised funds in the half year of 2021
September 26, 2021 Independent opinions on the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the 31st meeting of the third session of the board of directors 2 Independent opinions on the proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the third board of directors
October 13, 2021 Opinions made at the only meeting of the proposal on the appointment of senior managers of the company
3、 Performance of special committees of the board of directors
The board of directors of the company has established four special committees: Audit Committee, remuneration and assessment committee, nomination committee and strategy and Development Committee. As a member of the nomination committee and the remuneration and assessment committee of the company, I attended the relevant meetings in strict accordance with the requirements of relevant laws and regulations, the working rules of the nomination committee and the working rules of the remuneration and assessment committee.
As a member of the nomination committee, I reviewed the qualifications and conditions of the nominated senior management candidates in accordance with the requirements of the articles of association, the working rules of the nomination committee and other relevant systems. In October 2021, I attended the meeting on the appointment of senior managers, reviewed and approved the nomination of the proposed senior managers by the company, Actively promote the construction of the company’s core management.
As a member of the remuneration and appraisal committee, I participated in the meeting to confirm the high remuneration of the directors and supervisors of the company in accordance with the provisions of the articles of association, the working rules of the remuneration and appraisal committee and other relevant systems, reviewed and approved the company to confirm the total remuneration of the directors, supervisors and senior managers of the company in 2020, and exercised the rights of independent directors with due diligence.
In 2021, I made full use of attending the board of directors, shareholders’ meeting and other forms to focus on understanding the company’s operation, financial status, business development and other related matters. I worked in the company for more than 10 working days. Covid-19 epidemic had a certain impact on my on-site participation in meetings and on-site investigation. The company flexibly adopted the combination of on-site and communication meetings to organize and hold the board of directors and general meeting of shareholders. I also maintained close contact with other directors, supervisors, Secretary of the board of directors and other senior managers and relevant personnel through telephone, wechat and video, Actively grasp and understand the current operation situation of the company; At the same time, pay close attention to the impact of external environment and market changes on the company.
5、 Work done in protecting the rights and interests of investors
(I) I have continued to pay attention to the company’s information disclosure in 2021 and urge the company to complete the information disclosure in a true, accurate, timely and complete manner in strict accordance with laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the company’s information disclosure management system.
(II) I actively keep regular communication with the company’s chairman, chief financial officer, Secretary of the board of directors, securities affairs representative and other management personnel, actively understand the improvement and implementation of the company’s operation, management and internal control systems, the implementation of resolutions of the board of directors, financial management, related party transactions and business development, and independently Exercise the voting rights objectively and fairly, and earnestly safeguard the legitimate rights and interests of the company’s shareholders.
(III) in order to improve my ability to perform my duties, I carefully study the latest laws, regulations and various rules and regulations, actively participate in relevant training, constantly improve my professional level and professional competence, provide opinions and suggestions for the company’s scientific decision-making and risk prevention, promote the company’s further standardized operation and protect shareholders’ rights and interests.
6、 Other working conditions
In 2021, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, propose to hire or dismiss accounting firms, and independently hire external audit institutions and consulting institutions.
In 2021, in the process of exercising my powers, the company provided me with necessary working conditions for performing my duties and gave me active and effective support and cooperation in my work. I hereby express my heartfelt thanks. 2022 experience provides more constructive suggestions for the compliance operation of the company and contributes to the sustainable, stable and healthy development of the company.
7、 Other
(I) during the reporting period, I did not propose to convene the board of directors or extraordinary general meeting of shareholders;
(II) during the reporting period, I did not propose to hire or dismiss an accounting firm;
(III) during the reporting period, I did not propose to hire external audit institutions and consulting institutions independently.
It is hereby reported.
Independent director: Gao Wenxiao March 15, 2022
