Shenzhen dingyang Technology Co., Ltd
Report on work report of independent directors in 2021
In 2021, as an independent director of Shenzhen dingyang Technology Co., Ltd. (hereinafter referred to as "dingyang technology" and "the company"), we strictly complied with the requirements of relevant laws and regulations such as the company law, the securities law, the guiding opinions on the establishment of independent director system in Listed Companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the articles of association and the working system of independent directors of the company, In the work of 2021, he earnestly, faithfully, diligently and actively performed the duties of independent directors, actively attended relevant meetings held by the company, carefully listened to and deliberated various proposals, expressed independent opinions on important decision-making matters of the board of directors, gave full play to the professional functions of independent directors, and objectively, independently and prudently exercised the powers and obligations conferred by the general meeting of shareholders and the board of directors, Put forward reasonable opinions and suggestions for the company's business decision-making and standardized operation, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of our duties in 2021 is reported as follows:
1、 Basic information of independent directors
The company has 3 independent directors, accounting for one third of all directors. As independent directors of the company, we have professional qualifications and capabilities and have accumulated rich experience in our respective professional fields.
(I) personal information of current independent directors
(1) Xi Youbao, male, born in 1964, Chinese nationality, without overseas permanent residency. He graduated from the school of automation engineering of University of Electronic Science and technology in 1987 and master's degree from the school of automation engineering of University of Electronic Science and technology in 1990. From March 1990 to December 2004, he served as a teacher in the school of automation engineering of the University of Electronic Science and technology of China. From December 2004 to now, he served as a teacher in the school of Electronic Science and engineering of the University of Electronic Science and technology of China, during which he was rated as a professor in 2006; He has been an independent director of the company since November 2019.
(2) Mo Shaoxia, female, born in 1968, Chinese nationality, without permanent residency abroad, graduated from Shenzhen University in July 1991, majoring in English. From January 1996 to January 2001, he served as the project manager of Shenzhen Decheng certified public accountants Co., Ltd; From January 2001 to December 2003, he served as a partner of Shenzhen Licheng Certified Public Accountants (general partnership); From July 2003 to now, he has served as the director of Shenzhen Guozheng tax agent Co., Ltd; From October 2013 to now, he has served as partner of ZTE caiguanghua Certified Public Accountants (general special partnership), executive director of China Certified Public Tax Agents Association and vice president and executive director of Shenzhen Certified Public Tax Agents Association; General manager of Shenzhen Guozheng tax agent firm Co., Ltd. since March 2021; He has been an independent director of dingyang technology since November 2019. China University of political science and law, international economic law, graduated from Shenzhen University in 2003, majoring in private international law, with a postgraduate degree. Lawyer of Guangdong Huashang law firm from 1996 to 2003; From 2003 to 2007, he served as the legal director of Tencent Technology (Shenzhen) Co., Ltd; From 2007 to 2009, he served as the general manager of legal affairs of Noah boat Education Technology (Shenzhen) Co., Ltd; From 2009 to 2010, he served as the general manager of legal affairs of Huashi Media Group Co., Ltd; From 2010 to 2018, he served as a lawyer of Beijing BOC (Shenzhen) law firm; From January 2019 to now, he has been a lawyer of Beijing Haotian Xinhe (Shenzhen) law firm; He has been an independent director of dingyang technology since November 2019.
2、 Annual performance of independent directors
(I) participation in the board of directors and general meeting of shareholders
1. The board of directors and the general meeting of shareholders consider and make decisions
In 2021, the company held 9 board meetings, 2 extraordinary general meetings and 2020 general meeting. We attended the relevant meetings of the general meeting of shareholders, the board of directors and the Special Committee on time and in person, without being absent from the meeting. During the deliberation of the proposals of the board of directors, we carefully considered all proposals, fully expressed our opinions and suggestions, and voted in favour of all proposals without objection or abstention. In 2021, we took the opportunity of attending the board of directors and shareholders' meeting to understand the company's production, operation and financial situation, and listened to the company's management's reports on the company's production and operation, internal control, progress of key R & D projects, establishment and operation of subsidiaries, etc.
In 2021, we attended the board of directors and the general meeting of shareholders as nonvoting delegates as follows:
Attendance at the board of directors and non voting shareholders
General assembly situation
Whether the independent directors should be two consecutive directors this year
Name of directors present in person times of absenteeism times of proxy shareholders not present in person
Number of meetings plus number of meetings
Xi Youbao No 2
Mo Shaoxia No 2
Li Lei 10 100 0 No 2
Note: they voted in favour of the relevant proposals considered at the above board meeting, and there was no objection or abstention.
(II) attendance at meetings of special committees of the board of directors
In 2021, the company held five special committee meetings, including one meeting of strategy committee, two meetings of audit committee, one meeting of salary and assessment committee and one meeting of Nomination Committee. As members of the special committees, we have participated in the meetings of the special committees under the board of directors. The details are as follows:
Attendance at special committees
Name of independent director strategy committee audit committee salary and assessment Nomination Committee independent opinion type
Member of the Committee of the Member Association
Xi Youbao 0 2 0 1 all motions passed by a unanimous vote
Mo Shaoxia 0 2 1 0 all motions were passed by a unanimous vote
Li Lei 0 0 1 1 all motions passed by a unanimous vote
(III) on site investigation and the company's cooperation with independent directors
In 2021, as an independent director of the company, we paid close attention to the impact of external environment and market changes on the company, and timely communicated relevant issues with the Secretary of the board of directors of the company.
We make full use of the opportunities of attending the meetings of the board of directors and special committees, as well as the general meeting of shareholders to investigate the operation of the company, maintain long-term communication with the directors, supervisors, senior executives and relevant personnel of the company, and timely understand the production and operation status and financial situation of the company, the implementation of the resolutions of the board of directors and the general meeting of shareholders and the progress of various major matters, Put forward constructive suggestions in time for the problems encountered in the actual operation.
The company and the management attach great importance to the communication with the independent directors, highly respect the guidance or suggestions of the independent directors, timely maintain contact with the independent directors by telephone, e-mail and other means, timely submit / deliver the meeting proposals and relevant documents in advance before the relevant meeting, fully ensure the independent directors' right to know, and provide complete conditions and strong support for the independent directors to perform their duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the company did not have any connected transactions that need to be submitted to the board of directors for deliberation in accordance with relevant rules.
(II) external guarantee
During the reporting period, the company had no external guarantee, and there was no occupation of non operating funds by controlling shareholders and their related parties.
(III) use of raised funds
In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15), the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the company's raised funds management system and other relevant provisions, the independent directors conduct cash management for the company's use of over raised funds and idle raised funds Using part of the over raised funds to permanently supplement the working capital, using the raised funds to replace the self raised funds invested in advance, and verifying the deposit and actual use of the raised funds in 2021, no violations were found.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
During the reporting period, there was no change in the senior management of the company. The company will pay salaries according to the performance of duties and assessment of senior managers. We believe that the remuneration of the company's senior managers during the reporting period was in line with relevant systems and schemes.
(VI) performance forecast and performance express
During the reporting period, the company did not disclose the performance forecast and performance express.
(VII) appointment of accounting firms
During the reporting period, the company hired Grant Thornton Certified Public Accountants (special general partnership) as the audit institution in 2021. The independent directors strictly reviewed the qualification of the audit institution and agreed to the company's renewal of the audit institution.
(VIII) cash dividends and other investor returns
During the reporting period, the company did not carry out cash dividends and other investor returns.
(IX) performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
(x) implementation of information disclosure
During the reporting period, we continued to pay attention to the information disclosure of the company, and urged the company to truly, accurately, completely and timely fulfill the obligation of information disclosure in accordance with the Listing Rules of Shanghai Stock Exchange science and innovation board, the measures for the administration of information disclosure of listed companies and other laws and regulations and relevant provisions, so as to protect the shareholders' right to know.
（11） Implementation of internal control
During the reporting period, in accordance with the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, we supervised the company to improve the corporate governance structure, strengthen the standardized operation of the company and improve the company's internal control system according to law, and found no major defects in the design or implementation of internal control.
（12） Operation of the board of directors and its subordinate special committees
During the reporting period, the board of directors and the special committees carried out their work in accordance with the rules of procedure of the board of directors, the articles of association and the company law. The company held 10 meetings of the board of directors and 5 meetings of the special committee. The convening, convening procedures, proposal matters and implementation of resolutions of the board of directors and the special committees of the company met the requirements of the company law, the articles of association and other laws and regulations. We believe that the operation procedures of the company's board of directors and committees are legal, compliant and effective.
（13） New business development
During the reporting period, the company did not carry out new business.
（14） Other matters that the independent directors think the listed company needs to improve
We believe that during the reporting period, the company operated in a standardized manner and the corporate governance system was relatively perfect, and there were no matters to be improved for the time being.
4、 Overall evaluation and recommendations
In 2021, as an independent director, we took a serious and responsible attitude towards the company and all shareholders, actively, effectively, faithfully and diligently performed the duties and obligations of independent directors in strict accordance with the provisions of relevant laws and regulations, carefully reviewed various meeting proposals, financial reports and other documents, and actively promoted the objectivity and scientificity of the decision-making of the board of directors.
In 2022, as independent directors, we will continue to use our professional knowledge and experience to provide more constructive opinions and suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, safeguard the interests of the company and all shareholders, especially the legitimate rights and interests of small and medium-sized shareholders, and promote the healthy and sustainable development of the company. It is hereby reported.
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(there is no text on this page, which is the signature page of the 2021 work report of independent directors of Shenzhen dingyang Technology Co., Ltd.) signature of independent director: Xi Youbao: Mo Shaoxia: Li Lei:
March 22, 2022
