Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Report on the work of independent directors in 2021
As an independent director of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as "the company"), in accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and relevant laws and regulations, we have been diligent, careful and prudent in 2021 Independently perform the rights and obligations conferred by laws and regulations. In accordance with the relevant requirements of Several Provisions on strengthening the protection of the rights and interests of shareholders of social public shares issued by China Securities Regulatory Commission and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the work in 2021 is reported as follows: I. attendance at the general meeting of shareholders and the meeting of the board of directors of the company
In this year, the company held 1 general meeting of shareholders and 7 meetings of the board of directors. We attended the above meetings on time, and there was no absence or failure to attend the meeting of the board of directors for two consecutive times. At the same time, we voted in favour of all proposals considered by the board of directors of the company, and there was no objection or waiver. 2、 Independent opinions
In accordance with the articles of association, the working system of independent directors and other relevant provisions, during the reporting period, we carefully reviewed the related party transactions, internal control and the use of raised funds considered by the board of directors, and issued relevant independent opinions, as follows.
Comments on matters during the meeting
The independent directors' prior approval opinions on the expected daily connected transactions of the company in 2021
2021.1.25 independent opinion and consent on the expected daily connected transactions of the company in 2021
Independent opinions and consent on the participation of wholly-owned subsidiaries in private equity funds and related party transactions
Prior approval opinions and consent on the renewal of the accounting firm
Independent opinions on the company's 2020 profit distribution plan agreed
Independent opinions on the special report on the deposit and actual use of the company's annual raised funds in 2020
2021.3.30 independent opinion on the company's 2020 internal control self evaluation report
Independent opinion and consent on the renewal of the accounting firm in 2021
Independent opinions on continuing to use the raised funds to increase capital to wholly-owned subsidiaries
Independent opinions on the company's shareholder return plan for the next three years (20212023)
Independent opinions on the change of the company's accounting policies
Independent consent on the occupation of funds by the company's controlling shareholders and other related parties and the company's external guarantee
opinion
About the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (Draft)
2021.4.21) and its abstract
Agreement on the implementation of 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Independent opinions on assessment management measures
Independent consent to the proposal on adjusting matters related to the 2021 restricted stock incentive plan
2021.6.16 see
The independent opinions on the proposal on granting restricted shares to incentive objects agree
Independent consent on the special report on the deposit and actual use of the company's raised funds in the half year of 2021
see
On August 31, 2021, the independent opinion on the proposal of using the surplus raised funds to increase capital to the wholly-owned subsidiary was agreed
Special consent of independent directors on funds occupied by controlling shareholders and other related parties and external guarantees
Item and independent opinion
On October 30, 2021, the independent directors agreed to increase the estimated amount of daily connected transactions of the company in 2021
Independent opinions on increasing the estimated amount of daily connected transactions of the company in 2021
3、 Inspection in the company
During the term of office in 2021, we actively understood the company's production and operation and financial situation, and seriously participated in all board meetings and shareholders' meetings. Keep close contact with other directors, senior managers and relevant staff of the company, timely learn about the progress of major matters of the company, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
We communicate with the heads of the company's internal audit department, financial department and other important departments in the form of video conference every quarter, check the working papers of the company's internal audit department, understand the company's internal control and internal audit, and communicate with the company's management from time to time to understand the company's operation, so as to make suggestions on the company's operation and development and standardized management.
During the audit of the 2021 annual report, as a member of the audit committee, we communicated with the company and PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) responsible for the company's audit for many times, paid timely attention to the progress of the audit work and the problems existing in the audit work, and comprehensively and deeply understood the true and accurate situation of the company's audit, It has played an important role of supervision and audit in the preparation of the annual report. 4、 Work done to protect the legitimate rights and interests of public shareholders
(I) inspection of the company's information disclosure
The company can strictly implement the relevant provisions of laws and regulations and the company's information disclosure system, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the company's information disclosure in 2021 is true, accurate, timely and complete.
(II) investigation on the company's governance structure and operation management
In 2021, the board of directors of the company will carefully review the information provided by the company in advance. If in doubt, we will actively ask relevant personnel to understand the specific situation, and use professional knowledge to obtain the information required for professional opinions in the decision-making of the board of directors. (III) give full play to independence in work
We are not subject to the provisions of the company's articles of association, we are not subject to the independent opinions of the company, we are not subject to the provisions of the company's articles of association, we are not subject to the independent opinions of the board of directors, we are not subject to the independent opinions of the company, we are not subject to the provisions of the company's articles of association, we are not subject to the independent opinions of the company, we are not subject to the professional opinions of the company, and we are not subject to, Effectively protect the interests of minority shareholders. 5、 Performance of special committees
As a member of the strategy committee, the nomination committee, the remuneration and assessment committee and the convener of the audit committee of the second board of directors of the company, Xu Renshou, an independent director, has been diligent and conscientious, earnestly fulfilled relevant responsibilities and obligations, and played a supervisory role of independent directors. Among them, in 2021, he participated in three strategic committees, six audit committees and three remuneration and assessment committees respectively.
As a member of the strategy committee, the audit committee, the remuneration and assessment committee and the convener of the nomination committee of the second board of directors of the company, Zhang Bo, an independent director, has been diligent and conscientious, earnestly fulfilled relevant responsibilities and obligations, and played a supervisory role of independent directors. Among them, in 2021, he participated in three strategic committees, six audit committees and three remuneration and assessment committees respectively.
As a member of the second board of directors and the audit committee, a member of the nomination committee and the convener of the remuneration and assessment committee, Zhao Tianmin, an independent director, has been diligent and conscientious, earnestly fulfilled relevant responsibilities and obligations, and played a supervisory role as an independent director. Among them, in 2021, he participated in three strategic committees, six audit committees and three remuneration and assessment committees respectively.
6、 Training and learning
Since becoming an independent director, we have always focused on learning the latest laws, regulations and various rules and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. Fully understand the current situation and problems of the development of the securities market, enhance the awareness of standardized operation and risk responsibility, improve the basic management ability and decision-making ability, more comprehensively understand the various systems of the company's management, continuously improve their ability to perform their duties, and form the ideological consciousness 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. Mr. Xu Renshou, the independent director of the company and the convener of the audit committee, took the initiative to participate in the 2021 senior training course for directors and supervisors of listed companies organized by the securities regulatory bureau, and passed the completion examination with full marks. 7、 Others 1. During the reporting period, there was no objection or abstention from voting on the proposal considered by the board of directors of the company; 2. During the reporting period, there was no proposal to convene the board of directors; 3. During the reporting period, there was no proposal to hire external audit institutions and consulting institutions.
The above is the report on our performance of duties as independent directors in 2021.
We will continue to faithfully and diligently perform the duties of independent directors, give full play to the role of independent directors, actively participate in the company's meetings and provide more constructive suggestions for the development of the company; The board of directors and the board of supervisors will play a more in-depth role in understanding and maintaining the company's internal interests and management, and will play a more stable role in the company's internal development and management. Finally, I would like to express my heartfelt thanks to the board of directors, management team and relevant personnel for their active and effective cooperation and support in the process of performing our duties.
It is hereby reported.
Independent directors: Xu Renshou, Zhang Bo, Zhao Tianmin March 16, 2022
