Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Report on the work of independent directors in 2021
As an independent director of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as the company or Shenzhen Yitoa Intelligent Control Co.Ltd(300131) ), I (Gao Haijun) strictly followed the company law of the people’s Republic of China in 2021 The securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, regulations and normative documents, as well as the provisions and requirements of the articles of association and the working system for independent directors of the company, faithfully perform the duties of independent directors, be cautious Conscientiously and diligently exercised the rights conferred by the company, actively attended the relevant meetings of the company in 2021, carefully considered various proposals of the board of directors, participated in the discussion of the company’s operation and development, expressed fair and objective independent opinions on relevant matters of the company, gave full play to the independent role of independent directors, and effectively safeguarded the standardized operation of the company and the overall interests of shareholders. The report on the work of 2021 is as follows:
1、 Number of attendance at the board of directors and shareholders’ meeting
In 2021, the company held 9 meetings of the board of directors. I should attend 9 meetings and actually attended 9 meetings of the board of directors on time. My attendance at the board meeting is as follows:
The director’s surname and specific position shall be entrusted by on-site communication this year. Whether he is absent for two consecutive times? Attendance times? Attendance times? Attendance times? Attendance times? Attendance times in person
Gao Haijun independent director 9 4 5 0 0 no
This year, I carefully considered the proposals submitted to the board of directors, maintained full communication with the company’s management, put forward some reasonable suggestions, and exercised the voting right with a cautious attitude. During my term of office in 2021, I believe that the convening and voting of the board of directors of the company comply with legal procedures and are legal and effective. Therefore, I voted in favour of all proposals and other matters of the board of directors of the company I reviewed in 2021, and there was no objection, objection or waiver.
In addition, the company held 4 general meetings in 2021, and I attended 3 meetings as a nonvoting delegate.
2、 Comments
In 2021, during my tenure, I actively studied and analyzed all major matters of the company, gave full play to the professional advantages of independent directors, strictly reviewed the scientificity, rationality and impact on the company of the decision-making procedures of major matters, and made prior recognition and comments in accordance with the articles of association, the working system of the independent board of directors and other laws and regulations. In this year, I gave independent opinions on relevant matters of the company and issued written opinions. The details are as follows:
Time and type of comments
January 15, 2021:
Independent opinions on providing guarantee for accounts payable of subsidiaries at the 5th meeting of the 5th board of directors
April 2, 2021: the independent opinion on the appointment of senior managers agreed with the independent opinion on the sale of 51% equity of Qingdao supply chain and the continued provision of guarantee at the sixth meeting of the Fifth Board of directors
Independent opinion on providing guarantee for accounts payable of subsidiaries
Independent opinions on 2020 profit distribution plan agreed
Opinions on the renewal of the company’s independent auditor in 2021
Independent opinions on the capital occupation and external guarantee of the company’s related parties in 2020
Independent opinion on self-evaluation report of internal control in 2020
Independent opinion on applying for financing limit from banks and non bank financial institutions in 2021, agreeing to provide guarantee on April 26, 2021
The independent opinions of the 7th Meeting of the 5th board of directors on the daily connected transaction plan in 2021 were agreed
Independent opinions on providing guarantee for accounts payable of subsidiaries
Independent opinions on changing the recording currency of subsidiaries in Hong Kong
Reappointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) to the company
Conduct pre audit for the matters of the company’s audit institution, and agree to submit the proposal to the general meeting of shareholders for deliberation
Pre audit the company’s daily connected transaction plan in 2021, agree and submit the proposal to the general meeting of shareholders for deliberation
June 1, 2021:
Independent opinions on providing guarantee for accounts payable of subsidiaries at the 8th meeting of the 5th board of directors
August 26, 2021: about the occupation of funds and external guarantees by controlling shareholders and other related parties
Special explanation and independent opinions on the 10th meeting of the 5th board of directors
November 9, 2021: independent decision on granting reserved restricted shares to incentive objects
The 12th meeting of the 5th board of directors
3、 Work of special committees of the board of directors
In order to actively promote the work of the special committee of the board of directors and strengthen its professional skills.
The board of directors of the company consists of audit committee, remuneration and assessment committee, strategy committee and Nomination Committee. I served as the director of the audit committee and a member of the remuneration and assessment committee. During the reporting period, I mainly performed the following duties:
1. Work of the audit committee
In 2021, the company held 4 audit committee meetings in total. I should attend 4 meetings and actually attended 4 meetings on time. The specific deliberation contents are as follows:
Deliberation of proposals at the session
The proposal on the company’s 2020 annual report and its summary was passed
The proposal on the 2020 work summary report of the internal audit department was adopted
April 21, 2021: the proposal on re employment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) passed the audit committee of the 5th board of directors as the audit institution of the company
The proposal on the full text of the company’s report for the first quarter of 2021 was adopted at the third meeting of the board of directors
Proposal on the work summary of the internal audit and supervision department in the first quarter of 2021 and the work plan report passed in the second quarter
On August 26, 2021, the proposal on the company’s semi annual report and summary in 2021 was passed
Proposal on the work summary of the internal audit and supervision department in the second quarter of 2021 and the adoption of the work plan report of the fourth meeting of the board of directors in the third quarter by the auditor of the Fifth Board of directors
On October 22, 2021, the proposal on the company’s report for the third quarter of 2020 was passed
Proposal on the work summary of the internal audit and supervision department in the third quarter of 2021 and the quarterly work plan report of the fifth meeting of the Fourth Board of directors adopted by the auditor of the Fifth Board of directors
October 30, 2021:
The proposal on the 2022 work plan report of the internal audit department of the Fifth Board of directors was adopted at the sixth meeting of the meeting
2. Work of salary and assessment committee
In 2021, the company held a total of 2 meetings of the salary and assessment committee. I should attend the meeting twice and actually attended it twice on time. The specific deliberation contents are as follows:
Deliberation of proposals at the session
April 2, 2021:
The first meeting of the Fifth Board of directors passed the proposal on the appointment of senior managers
November 9, 2021: proposal on granting reserved restricted shares to incentive objects
The second meeting of the board of directors adopted the proposal of the remuneration and assessment committee of the Fifth Board of directors
4、 On site investigation of the company
In 2021, I made an on-site inspection of the company while attending the board of directors, general meeting of shareholders and special committee of the company. I keep regular communication with the company’s operation and management personnel to have an in-depth understanding of the company’s operation and financial situation; Keep close contact with other directors, senior executives and relevant staff of the company through telephone and email; Timely learn the progress of major events of the company and master the dynamics of the company; Strive to be diligent and responsible, and play a due role in maintaining objective independence, improving the corporate governance structure and ensuring the standardized operation of the company.
5、 Other work done in protecting the rights and interests of investors
(I) continue to pay attention to the company’s information disclosure, so that the company can complete the information disclosure accurately, timely and completely in strict accordance with the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – entrepreneurship.
(II) perform the duties of independent directors in accordance with the company law of the people’s Republic of China, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations; At the same time, I always adhere to the principles of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with other directors, supervisors and management, improve my decision-making ability, and objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized shareholders.
(III) I actively pay attention to the company’s production and operation status and financial status, and evaluate and communicate the possible business risks of the company. As a member of the audit committee and the remuneration and assessment committee, and as the convener of the audit committee, I used my professional knowledge to make independent, fair and objective conclusions, gave full play to the professional functions and supervision role of the special committee, and effectively safeguarded the interests of the company and all shareholders.
6、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, and deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the interests of social public shareholders. This year, I actively participated in the relevant training organized by the company in various ways. From December 28 to 29, 2021, Shenzhen Securities Regulatory Bureau and Shenzhen Association of listed companies jointly held the training course for directors, supervisors and senior managers of listed companies, so as to have a more comprehensive understanding of the management systems of listed companies, continuously improve my ability to perform my duties, and form the ideological awareness 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.
7、 Other work
1. During the reporting period, there was no objection to the proposal of the board meeting and other matters not proposed by the board meeting in this year;
2. During the reporting period, no independent directors proposed to convene the board of directors;
3. During the reporting period, no independent director proposed to the board of directors to hire or dismiss an accounting firm;
4. During the reporting period, no independent directors independently hired external audit institutions and consulting institutions. As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. In 2021, I will continue to be diligent and conscientious, make use of my professional knowledge and experience to provide more constructive suggestions for the development of the company and provide reference for the scientific decision-making of the board of directors.
It is hereby reported.
Independent director: Gao Haijun
March 18, 2022
