Cloud Live Technology Group Co.Ltd(002306)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of the company, since taking office, I have been in strict accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the guiding opinions on the establishment of independent director system in listed companies The provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines on the behavior of directors of Listed Companies in Shenzhen Stock Exchange and other relevant laws and regulations, the provisions and requirements of Cloud Live Technology Group Co.Ltd(002306) articles of Association (hereinafter referred to as the "articles of association") and the company's annual report system for independent directors, give full play to the independent role of independent directors, fulfill their duties, be diligent, and actively attend relevant meetings, In addition, the company has issued prior approval opinions and independent opinions on relevant matters with a cautious attitude, which has safeguarded the overall interests of the company and protected the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Now I will report my work in 2021 as follows:
1、 Attendance at meetings
(I) attendance at board meetings
During the reporting period, the 5th board of directors held 14 meetings and attended 14 meetings in person. There was no absence or entrustment of other directors to attend the meeting and exercise their voting rights.
Before each board meeting, I will carefully review the proposals of the meeting. Corresponding to the major decisions made by the board of directors, I will require the company to provide relevant meeting materials and carefully review them in advance, so as to make full preparations for attending the meeting. At the meeting, I actively participated in the discussion, made full use of my professional knowledge, took the initiative to express my opinions and views, played an independent role of independent directors for the correct and scientific decision-making of the board of directors, exercised the voting right with a prudent attitude, and played a positive role in making correct decisions for the board of directors of the company.
Based on the principle of safeguarding the overall interests of the company and protecting the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, I have carefully reviewed and considered all proposals objectively and carefully, and expressed independent opinions on some of them; All the bills to be voted on were voted in favor, but there were no votes against or abstentions.
During the reporting period, the convening and convening of the board of directors of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant examination and approval procedures, which were legal and effective.
My attendance at the board meeting is listed in the table below:
Attendance at board meetings
The directors who should participate in the communication shall be deemed to be absent from the site for two consecutive times
Name: frequency of meetings of the board of directors; number of times of not attending in person; number of seats
Times plus times plus meetings
Li Zhen 14 0 14 0 0 no
(II) attendance at the general meeting of shareholders as nonvoting delegates
During the reporting period, the company held one annual general meeting and one extraordinary general meeting. Although affected by covid-19 pneumonia, I also attended the annual general meeting and extraordinary general meeting held by the company.
2、 Independent opinions expressed during the reporting period
1. On March 2, 2021, at the first extraordinary meeting of the Fifth Board of directors in 2021, the independent opinions agreed were expressed on the proposal on the appointment of the president of the company and the proposal on the appointment of senior managers such as the vice president of the company considered by the board of directors.
2. On March 9, 2021, at the second extraordinary meeting of the Fifth Board of directors in 2021, on the capital occupation and external guarantee of controlling shareholders and other related parties, the proposal on profit distribution in 2020, the self-evaluation report on internal control in 2020, the changes of the company's accounting policies, the provision of credit impairment losses The proposal on the remuneration of the company's directors and senior managers in 2020 issued an independent opinion.
3. On March 15, 2021, at the third extraordinary meeting of the Fifth Board of directors in 2021, the independent opinions agreed on the proposal on terminating non-public development of A-share shares and the proposal on using idle self owned funds for entrusted financial management deliberated at this meeting were expressed.
4. On April 24, 2021, at the sixth extraordinary meeting of the Fifth Board of directors in 2021, the independent opinions agreed on the proposal on selling equity of wholly-owned subsidiaries and related party transactions deliberated at this meeting were expressed.
5. On May 31, 2021, at the seventh extraordinary meeting of the Fifth Board of directors in 2021, the independent opinions agreed were expressed on the proposal on the achievement of the conditions for lifting the restrictions during the first lifting period of the company's restricted stock incentive plan in 2019 discussed at this meeting.
6. On August 17, 2021, at the eighth extraordinary meeting of the Fifth Board of directors in 2021, independent opinions were expressed on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee. 7. On November 17, 2021, the independent opinions agreed on the proposal on foreign investment and joint venture establishment of commercial factoring company deliberated at the 11th (Interim) meeting of the Fifth Board of directors in 2021. 8. On November 29, 2021, at the 12th (Interim) meeting of the Fifth Board of directors in 2021, the independent opinions agreed on the proposal on terminating foreign investment and establishing a commercial factoring company through joint venture considered at this meeting were expressed.
9. On December 22, 2021, at the 13th (Interim) meeting of the Fifth Board of directors in 2021, the independent opinions agreed on the proposal on selling part of the equity of wholly-owned subsidiaries deliberated at this meeting were expressed.
10. On December 31, 2021, at the 14th (Interim) meeting of the Fifth Board of directors in 2021, the independent opinions agreed on the proposal on the proposed appointment of accounting firm deliberated at this meeting were expressed. 3、 Description of independence
As an independent director of the company, I have not held any position in the company other than an independent director, nor has I held any position in the company's major shareholder unit. There is no relationship with the company and the company's major shareholders that prevents me from making independent and objective judgments, and there is no situation that affects the independence of independent directors.
In my opinion, during the reporting period, the company gave active support to the work of independent directors in 2021, and there was no situation that hindered the independence of independent directors.
4、 On site investigation of the company
1. In 2021, as an independent director of the company, in addition to attending the meetings of the board of directors and the general meeting of shareholders, I investigated and understood the improvement and implementation of the company's operating conditions, management and internal control systems, the implementation of resolutions of the board of directors, financial management, related party transactions and other matters, supervised and verified the performance of directors and senior executives and information disclosure, and actively and effectively performed the duties of independent directors, Effectively safeguard the interests of the company and the majority of small and medium-sized investors.
2. I maintain close contact and communication with other directors, senior managers, Secretary of the board of directors and relevant securities affairs staff of the company through telephone, e-mail, conference video and other forms, and can timely and accurately know the major events and production and operation information of the company; Always pay attention to the impact of external environment and market changes on the company, regularly pay attention to the relevant reports of the company by mass media such as TV, newspaper, Internet and new media, pay full attention to the progress of major matters of the company, and master the operation dynamics of the company.
5、 Work done in protecting the rights and interests of investors
1. During the reporting period, I performed my duties diligently, conscientiously and faithfully, and exercised my voting rights independently, objectively and prudently in strict accordance with the provisions of the working system of independent directors and other relevant systems. Actively pay attention to and supervise the performance of directors and senior executives, effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the interests of the company and all shareholders. During the preparation and disclosure of the company's annual report, we fully communicated with accountants and worked diligently in accordance with the working procedures for annual reports of independent directors, which effectively ensured the progress of the company's annual audit and the timely and accurate disclosure of the company's annual report.
2. During the reporting period, I paid close attention to the company's information disclosure. Before each board meeting, I carefully reviewed the meeting materials, carefully checked the disclosed information after the meeting, and effectively supervised and verified the information that needs to be disclosed in time in accordance with relevant laws and regulations. In my opinion, in terms of information disclosure in 2021, the company has been able to disclose information truthfully, accurately, completely, timely and fairly in strict accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the administrative measures for information disclosure of listed companies, so as to ensure the fairness of the company's information disclosure and effectively safeguard the legitimate rights and interests of the majority of investors.
3. I also pay close attention to the revision of laws and regulations, carefully study the laws, regulations and rules related to the performance of duties by independent directors, and strengthen the understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the legitimate rights and interests of small and medium-sized investors; Actively participate in the relevant training organized by the Beijing jurisdiction, constantly strengthen the study of the new securities law and relevant supporting rules, earnestly remember the "four awes" and do not touch the bottom line.
6、 Other working conditions
1. There is no proposal to convene a meeting of the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no proposal to hire external audit institutions and consulting institutions.
The above is the report on my performance of duties in 2021.
In 2022, I will continue to actively and effectively perform the duties of independent directors and safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors, based on the principles of prudence, diligence and due diligence. I also hope that in the new year, the company will not forget its original intention, forge ahead, take "sustainable development" as the foundation and "management improvement" as the main line, operate more steadily, operate more standardized, and continuously enhance its profitability. Under the leadership of the board of directors, the company will develop continuously, stably and healthily, and strive to repay the majority of investors with excellent performance.
I would also like to take this opportunity to express my heartfelt thanks to the board of directors, management and relevant personnel for their active cooperation and strong support in my performance of duties!
It is hereby reported.
Reporter: Li Zhen March 17, 2022
