Changying Xinzhi Technology Co.Ltd(002664)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
I am an independent director of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”). In 2021, in accordance with the company law, the securities law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations and departmental rules, as well as the requirements of the articles of association and the working system of independent directors, he faithfully performed the duties of independent directors, actively attended the relevant meetings held by the company this year and listened to the production and operation reports of the company, He also expressed independent opinions on relevant matters considered by the board of directors, effectively safeguarded the legitimate rights and interests of the company and all shareholders, especially minority shareholders, and exercised the rights conferred by the company carefully, seriously and diligently. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
1. In 2021, my attendance at the board of directors and general meeting of shareholders is as follows:
Number of meetings of the board of directors: 7 times number of meetings of shareholders: 4 times name
On site attendance communication attendance entrustment attendance attendance attendance attendance times in person
Zhou Yuejiang 22003
Note: Zhou Yuejiang is a newly appointed independent director of the Fourth Board of directors. He should attend four meetings. During his tenure in 2021, he attended all meetings of the board of directors.
I have voted in favor of all the proposals considered by the board of directors, and there is no objection or abstention; During the reporting period, I did not raise any objection to any matter of the company. The convening of the board of directors and the general meeting of shareholders of the company complies with legal procedures, and relevant approval procedures have been performed for major business decisions and other major matters.
2. Attendance at special committees of the board of directors
As the chairman of the company’s audit committee, the member of the nomination committee and the member of the remuneration and assessment committee, I convened and attended the 2021 annual audit committee meeting twice, and attended the company’s daily operation report for many times
At the meeting, he earnestly performed the duties of the committee members.
2、 Independent opinions
During the reporting period, the proposals submitted to the board of directors for deliberation were carefully considered and adopted a rigorous attitude,
Independently and impartially exercise the right to vote on major matters as follows:
No. date of meeting name of meeting independent opinions
Independent opinions on repurchase and cancellation of some restricted shares at the 1st meeting of the 4th board of directors in July 2021;
The 13th meeting on January 20 2. Independent opinions on the leasing of plant and related party transactions of the wholly-owned subsidiary Chengdu Changying Xinzhi Technology Co.Ltd(002664) Motor Co., Ltd; 3. Independent opinions on leasing part of the company’s plant and related party transactions.
Independent opinions on the occupation of funds by actual controllers and other related parties at the 1st meeting of the 4th board of directors in August 2021;
The 14th Meeting on February 9 2. Independent opinions on the company’s cumulative and current external guarantees.
The fourth session of the board of directors in September 2021
The 15th meeting on March 1 1 1. Independent opinions on granting reserved restricted shares to incentive objects.
Independent opinions on capital increase of wholly-owned subsidiaries at the 1st meeting of the 4th board of directors in October 2021;
The 16th meeting on April 15 2. Independent opinions on the acquisition of some assets and related party transactions of Pujiang County Wuhu Token Sciences Co.Ltd(300088) Development Co., Ltd.
3、 On site understanding and inspection of the company
During the reporting period, I took advantage of the opportunity to attend the board of directors, the general meeting of shareholders and other times to attend the company
The cumulative number of days for on-site office and research is 12 working days to have an in-depth understanding of the company’s daily operation and the decisions of the board of directors
Discuss with other directors and the company’s management and listen to their reports on the company’s operation
Situation. At the same time, I keep in touch with the company’s senior managers and relevant staff by telephone and e-mail
Keep close contact, always pay attention to the impact of external environment and market changes on the company, and learn about major matters of the company in time
Put forward valuable opinions according to the actual situation of the company.
4、 Work done in protecting the rights and interests of investors
In 2021, I took advantage of attending the board of directors, shareholders’ meeting and other time to conduct on-site inspection of the company
Investigation, focusing on the company’s production and operation status, the company’s strategic planning, internal management and internal control
System construction and implementation, implementation of resolutions of the board of directors, financial management, business development and other related matters.
1. Grasp the information disclosure of the company by timely understanding the relevant contents of the company’s information disclosure website and newspaper.
Urge the company to strictly follow the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of information disclosure
Strictly implement the information disclosure in accordance with the requirements of laws and regulations to ensure the authenticity, accuracy, timeliness and completeness of the company’s information disclosure
Whole.
2. For each proposal that needs to be submitted to the board of directors for deliberation in 2021, we can carefully review, inquire and understand the specific situation of the materials provided by the company in advance, ask relevant departments and personnel of the company when necessary, use our own professional knowledge, exercise the voting right independently, objectively and prudently, and safeguard the legitimate rights and interests of the majority of minority shareholders from practical actions.
3. Through continuous study of relevant documents issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, I will deepen my understanding and understanding of relevant laws and regulations and improve my awareness of the protection of the legitimate rights and interests of companies and investors, especially public shareholders.
5、 Self discipline
As an independent director, he can consciously abide by the relevant provisions of the information disclosure management system and the insider information management system, strictly exercise self-discipline, keep confidential the business opportunities and major matters in the operation of the company, and do not use the insider information to buy and sell the company’s shares in the secondary market for profit.
6、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There are no independent external audit institutions and consulting institutions.
In the new year, in order to ensure the independence and impartiality of the board of directors and safeguard the legitimate rights and interests of minority shareholders, especially the public shareholders, I will continue to perform my duties cautiously, seriously, diligently and faithfully during my term of office in accordance with the provisions and requirements of relevant laws, regulations, normative documents and the articles of Association for independent directors, and use my professional knowledge and experience to provide more constructive suggestions for the development of the company, Provide reference for the decision-making of the board of directors, make the company operate steadily and standardize the operation, and promote the sustainable, stable and healthy development of the company. independent director:
Zhou Yuejiang
March 16, 2022
