Beijing Const Instruments Technology Inc(300445)
Annual report of independent directors in 2021
(Zhao Tianqing)
Shareholders and shareholder representatives:
As an independent director of Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as the “company”), during his term of office, he shall strictly comply with the provisions and requirements of the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association, working system of independent directors and other rules and regulations, Scrupulously perform their duties, be diligent and responsible, attend relevant meetings in time, carefully consider various proposals of the board of directors, express independent opinions on major matters of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders. The work in 2021 is briefly reported as follows: I. overview of annual performance of independent directors
I am qualified as an independent director and have not held any position other than an independent director in the company, nor have I held any position in the company’s major shareholders. There is no relationship with the company and the company’s major shareholders that prevents us from making independent and objective judgments, and there is no situation that affects the independence of independent directors. （1） Attendance at the board of directors and shareholders’ meeting
In 2021, the 5th board of directors of the company held 7 Board meetings. The convening of each board of directors of the company complies with legal procedures, and relevant procedures have been performed for business decision-making and other major matters, which are legal and effective.
During my tenure as an independent director of the company, I actively attended the meetings of the board of directors held by the company this year with a diligent attitude, and there was no absence or failure to attend in person for two consecutive times. Before convening the board of directors, carefully review the meeting proposals and relevant materials, exercise the voting rights on the matters considered at each board meeting with caution, actively participate in the discussion of various topics, and play a positive role in the correct and scientific decision-making of the board of directors.
The number of absences of independent directors who should attend the voting by means of on-site attendance communication
Number of board meetings attended (number of objections)
Zhao Tianqing 7 1 6 0 0
Feng Wen 7 0 7 0 0 0
Wang Benzhe 7 4 3 0 0
In 2021, the board of directors of the company convened and organized two extraordinary general meetings and one annual general meeting of shareholders. Relevant proposals safeguarded the rights and interests of all shareholders, especially minority shareholders.
Number of shareholders’ meetings held by independent directors this year
Zhao Tianqing 3 0
Feng Wen 3 0
Wang Benzhe 3
（2） Opinions of independent directors
During my tenure in 2021, in accordance with the relevant requirements of the articles of association, the working system of independent directors and other laws, regulations and normative documents, I expressed my opinions and issued written opinions on the following relevant matters of the company.
Date of the meeting and opinions of the independent directors of the session
The 5th board of directors
The sixth meeting of the meeting on March 15 1. Independent opinions on the company’s repurchase of the company’s shares by means of centralized bidding transaction
Discuss
1. Independent opinions on the company’s profit distribution plan in 2020;
2. Prior approval and independent opinions on the company’s continued appointment of audit institutions;
3. Independent opinions on the 2021 annual remuneration plan of the company’s directors;
4. Independent opinions on the 2021 annual salary plan of the company’s senior managers;
5. Independent opinions on the deposit and actual use of the company’s raised funds in 2020;
6. Opinions of the 7th independent meeting of the 5th board of directors on the company’s use of its own funds and idle raised funds for cash management on April 15;
7. Independent opinions on the company’s foreign exchange hedging business;
8. Independent opinions on the company’s financial assistance for employees’ house purchase;
9. Independent opinions on the self-evaluation report of the company’s internal control in 2020;
10. Independent opinions on the explanation of the company’s funds occupied by the controlling shareholders and other related parties;
11. Prior approval and independent opinions on related party transactions in 2020.
1. Independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties and the description of the company’s external guarantee;
The 5th board of directors 2. Prior approval and independent opinions on related party transactions in the first half of 2021; The 9th meeting on August 19 3. Independent opinions on the deposit and use of the company’s raised funds in the half year of 2021;
4. Independent opinions on the appointment of Mr. Chen Gaofei as the deputy general manager of the company;
5. Independent opinions on reducing registered capital and amending the articles of association.
The 5th board of directors
The 10th meeting on September 29 1. Independent opinions on the company’s adjustment of the scale of foreign exchange hedging business
Discuss
December 20 the 5th board of directors 1. The 12th independent opinion on the company’s investment in 55% equity of Mingde software by means of equity transfer and capital increase
meeting
（3） Participation in the work of the special committee
In 2021, the company held 5 Audit Committee meetings, 1 remuneration and assessment committee meeting and 1 nomination committee meeting. As a member of the remuneration and assessment committee and the nomination committee of the company, I actively perform my duties, strictly review the employment conditions of the senior managers nominated by the company, improve the assessment standards and conduct assessment for the directors and senior managers of the company, and be responsible for formulating and reviewing the remuneration policies and plans of the directors and senior managers of the company. At the same time, use their own professional knowledge to provide professional advice for the development of the company. 2、 Work done in protecting the rights and interests of investors
1. In 2021, in strict accordance with the requirements of relevant systems, I and all independent directors investigated the corporate governance structure and operation management, deeply understood the improvement and implementation of the company’s production and operation, management and internal control systems, financial management, use of raised funds, related transactions, business development and progress of investment projects, and carefully reviewed the relevant materials provided by the company, When necessary, ask relevant departments and personnel of the company, and on this basis, use their own professional knowledge to exercise their voting rights independently, objectively and prudently. At the same time, it effectively supervised and inspected the performance of directors and senior executives, and fully fulfilled the responsibilities of independent directors. It has promoted the scientific and objective decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and shareholders.
2. Continue to pay attention to the company’s information disclosure, and urge the company to be true, accurate and complete in strict accordance with the relevant provisions of laws and regulations such as the measures for the administration of information disclosure 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 GEM listed companies and the company’s information disclosure management system Timely complete the information disclosure work, strengthen the management of insider information, promote the company and relevant parties to fulfill the obligation of information disclosure according to law, enable investors to quickly understand the current development of the company, safeguard the interests of the majority of investors, and the company has not been criticized or punished by the regulatory authorities. 3、 On site inspection of the company
As an independent director of the company, I and all directors strictly perform the duties of independent directors and actively pay attention to the operation and corporate governance of the company. Conducted many on-site visits to the company, and kept close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail to understand the production, operation and financial status of the company; He actively inquired about external guarantees, financial assistance and other matters for many times, actively followed up and paid attention to the implementation of the resolutions of the board of directors and the general meeting of shareholders, and effectively performed the duties of independent directors. Use their professional knowledge to make independent, fair and objective conclusions, exercise their voting rights prudently, and effectively protect the interests of public shareholders. 4、 Training and learning
Since taking office as an independent director of the company, I and all directors have actively studied relevant laws, regulations and rules, deepened online and offline training on relevant laws and regulations, especially those related to the standardized operation of listed companies, corporate governance structure and the protection of public shareholders’ rights and interests, timely mastered the latest regulatory policies and directions, and continuously improved their ability to perform their duties, It is also constantly improving its ability to protect the interests of the company and investors, providing professional opinions and suggestions for the company’s scientific decision-making and risk prevention, and promoting the company’s further standardized operation. 5、 Other matters
1. No objection is raised to the proposal of the board meeting and other matters not proposed by the board meeting in this year;
2. There is no proposal to convene the board of directors;
3. There is no proposal to hire or dismiss an accounting firm;
4. There is no independent engagement of external audit institutions and consulting institutions.
In 2022, in accordance with the provisions and requirements of relevant laws and regulations on independent directors, I will continue to faithfully perform my duties, actively participate in the decision-making of major matters of the company, make suggestions on the standardized operation and major operation decisions of the company, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. At the same time, strengthen the study of their own professional knowledge and pay attention to the actual operation of the company, continuously improve their ability to perform their duties, provide reference opinions for the scientific decision-making of the board of directors, give full play to the role of independent directors and promote the sustainable, stable and healthy development of the company.
It is hereby reported.
Independent director: Zhao Tianqing
March 23, 2022
