Dalian Demaishi Precision Technology Co.Ltd(301007)
Report on the work of independent directors in 2021
(MA Jincheng)
As an independent director of Dalian Demaishi Precision Technology Co.Ltd(301007) (hereinafter referred to as “the company”), I, Ma Jincheng, strictly followed the company law of the people’s Republic of China, the securities law, the guidelines for corporate governance of listed companies and the Listing Rules of Shenzhen Stock Exchange on the gem during the reporting period In accordance with the requirements of laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, as well as the articles of association, working system of independent directors and other relevant provisions of the company, and in accordance with the principles of integrity, loyalty and diligence, the rights and obligations of independent directors are exercised cautiously, independently and objectively, Attend the board of directors and the general meeting of shareholders on time, timely understand and discuss the production, operation and development of the company, and express independent opinions, which gives full play to the role of independent directors in order to protect the interests of shareholders and enhance the value of the company.
The performance of duties and relevant information in 2021 are briefly reported as follows:
1、 Attendance at the meeting
During my tenure as an independent director of the company in 2021, the company held 4 general meetings (including extraordinary general meetings) and 11 meetings of the board of directors. My attendance at the meetings of the board of directors and shareholders’ meetings as nonvoting delegates are shown in Table 1 and table 2.
Table 1 attendance at board meetings in 2021
Attendance at the board of directors
Independent director
Should I attend the Commission in person this year? Is there two consecutive absences
Business name
Number of meetings of the board of directors
Ma Jincheng 11 0 0 0 no
Table 2 attendance at the shareholders’ meeting in 2021
Attendance at shareholders’ meetings as nonvoting delegates
Independent director
In this year, the person who should attend as a nonvoting delegate is absent. Are there two consecutive absences
Business name
Number of shareholders’ meetings number of seats since the meeting
Ma Jincheng 4 4 0 0 0 no
During the reporting period, I attended the meeting of the board of directors and the general meeting of shareholders on time and did not attend the meeting in person for two consecutive times. During my tenure in 2021, I conducted prudent and objective research on the relevant proposals considered and decided by the board of directors and special committees of the company, and asked relevant departments and personnel of the company when necessary; The proposals submitted to the board of directors and the general meeting of shareholders have been carefully considered and signed for confirmation in time; Exercised voting rights with caution and expressed independent opinions on relevant important matters.
In my opinion, during the reporting period, the convening, contents and procedures of the company’s previous board of directors and general meetings of shareholders were in line with the provisions of laws and regulations, normative documents and the articles of association. During the reporting period, I voted in favour of the relevant proposals considered at all previous board meetings, and there was no negative vote or abstention. I personally sign the attendance and resolutions of each meeting to clarify my responsibilities. At the same time, the company also gave great support to my work and did not prevent independent directors from making independent judgments.
2、 Independent opinions
During the reporting period, as an independent director, he carefully, independently and objectively reviewed the company’s profit distribution, special storage and use of raised funds and other related matters, and expressed 12 independent opinions on the corresponding contents. See Table 3 for details of independent opinions issued in 2021.
Table 3 independent opinions in 2021
No. proposal to express independent opinions at the time of the session of the board of directors
Proposal of the 2nd board of directors on the company’s plan to apply to Industrial Bank Co.Ltd(601166) for loan and guarantee of the 23rd 2021 / 1 / 22 meeting of related parties 1
Meeting
① Proposal on 2020 profit distribution plan
② Proposal on the appointment of the company’s audit institution in 2021 ③ proposal of the 25th session of the 2nd board of directors on applying for credit line from the bank in 20212021 / 3 / 29
④ proposal on confirming the total remuneration of directors, supervisors and senior managers of the company in 2020
⑤ Proposal on the self-evaluation report of the company’s internal control
① Proposal on the 29th 2021 / 7 / 1 of the 3rd Session of the board of directors on using the raised funds to replace the self raised funds and paid issuance expenses of the second board of directors investment project invested in advance
② proposal on using self owned idle funds to purchase financial products
The 30th 2021 / 8 / 26 special report of the 4th meeting of the second board of directors on the deposit and use of raised funds in the half year of 2021
meeting
① On the general election of the board of directors of the company and the nomination of the third and second directors
Proposal on candidates for non independent directors of the board of directors
May 31st session 2021 / 9 / 26
② proposal on the nomination of candidates for the third session of the board of directors and the third session of the board of directors
Proposal of the third board of directors on the appointment of senior managers of the company
6th meeting 1st meeting 2021 / 10 / 13
Discuss
3、 Work of professional committees
As a member of the remuneration and assessment committee and the audit committee, I attended all the meetings of the Professional Committee during the reporting period, participated in the deliberation of issues such as the annual remuneration plan of the company’s senior managers, periodic reports and the renewal of the employment of the audit institution, and put forward suggestions for the sustainable development of the company.
4、 Field investigation
During the reporting period, I made full use of the participation in 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, and master the real-time development trends of the company. Due to the impact of the epidemic, the situation of on-site investigation in 2021 is limited to some extent. Therefore, during the reporting period, I mainly maintained communication with the company’s directors, senior managers and other core technicians through telephone, wechat and individual executive interviews, so as to understand the latest situation of the company in real time, but I still worked in the company for more than 10 working days.
5、 Work done in protecting the rights and interests of investors
(I) promoting the standardized listing of companies on the gem
2021 is the first year for the company to be publicly listed on the gem of Shenzhen Stock Exchange. In order to ensure the standardized listing of the company, I put forward reasonable suggestions on the scientific governance of the company in accordance with the provisions of laws and administrative regulations such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), and played the role of independent directors to ensure the standardized listing of the company.
(II) continue to pay attention to the company’s information disclosure
In order to ensure that the information disclosed by the company is true, accurate and complete without any false records, misleading statements or major omissions, the company was supervised at all times during the reporting period in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations Complete and fair information disclosure. Especially during the period of changes in the company’s stock price, pay special attention to the company’s information disclosure norms and the concerns of small and medium-sized investors, so as to ensure that all shareholders have a timely, comprehensive and fair understanding of the company’s production and operation conditions, supervise the words and deeds of senior executives and prevent the occurrence of non-standard information disclosure.
(III) attach importance to the maintenance of the relationship between the company and investors
Pay attention to the communication and exchange between the company and investors, especially small and medium-sized investors, through a standardized platform, and pay attention to the establishment of good investor relations. This paper puts forward relevant suggestions on how to use the standardized platform to maintain daily communication with investors after the company’s gem listing.
(IV) focused on related party transactions and external guarantees
In 2021, we listened to the reports of the management and personnel in key positions on the entrusted processing in the company’s production, and based on independent judgment, we believe that the company’s related party transactions follow the market-oriented principle, the pricing is fair and reasonable, which is in line with the operating characteristics of the industry and the overall interests of listed companies and shareholders; For the daily related party transactions between the company and the trustee in 2021, we believe that these transactions account for a reasonable proportion in the company’s daily business, the conclusion of relevant agreements and procedures are legal and compliant, and there is no transfer of interests to minority shareholders.
In 2021, the company carefully checked the company’s accumulated and current external guarantees, and found that the company did not provide external guarantees in violation of regulatory regulations and decision-making procedures, nor was it occupied by the controlling shareholders and their related parties in violation of regulations.
(V) pay attention to the supervision of the storage and use of raised funds
The reporting period is the first year of the company’s gem issuance and listing, and the supervision of the storage and use of raised funds is particularly important. As an independent director of the company, I carefully supervised and inspected the storage and use of the raised funds. After verification, it is believed that the company adopts the special account storage system for the raised funds in strict accordance with the management system for raised funds of listed companies, and implements the special fund for special purpose. The company stores the raised funds and uses the raised funds to replace the self raised funds and paid issuance expenses of the raised funds investment projects in advance Necessary deliberation procedures have been performed for the use of temporarily idle raised funds for cash management and other matters. There is no case that the raised funds are not stored and used as required and relevant information is not disclosed as required.
6、 Other working conditions
During the reporting period, there was no proposal to convene the board of directors or extraordinary general meeting of shareholders;
During the reporting period, there was no independent engagement of external audit institutions and consulting institutions;
During the reporting period, no independent director proposed to hire or dismiss an accounting firm.
In 2021, I earnestly performed the relevant responsibilities of independent directors and played an independent director role in standardizing corporate governance and successfully listing on the gem of Shenzhen Stock Exchange. In 2022, I will continue to abide by the professional ethics and code of conduct of independent directors, continue to maintain close communication and exchange with directors, supervisors, senior executives and key employees of the company, actively exchange opinions, make suggestions for the development of the company, and give full play to the positive role of independent directors in protecting the interests of shareholders.
It is hereby reported.
Independent director: Ma Jincheng March 2022
