Shenzhen Crastal Technology Co.Ltd(300824)
Report on the work of independent directors in 2021
(reporter: Guan Lihua)
Shareholders and shareholder representatives:
In 2021, in strict accordance with the provisions and requirements of the company law, the articles of association, the working system of independent directors and relevant laws and regulations, I performed my duties and duties diligently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, gave full play to the independent role of independent directors, and effectively safeguarded the interests of the company and shareholders, especially public shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held 7 meetings of the board of directors and 2 general meetings of shareholders. As an independent director of the company, I actively participated in the board of directors and general meetings of shareholders held by the company and attended them in person without authorization or absence. The details of attendance at the meeting are as follows:
Attendance at the board of directors
Should attend the meeting of the board of directors in person? Is there two consecutive meetings without attendance
7 7 0 0 0 no
Number of attendance at the general meeting of shareholders
two
I have carefully considered all the proposals submitted to the board of directors, actively participated in the discussion of various topics and put forward reasonable suggestions. I believe that the convening and convening of the board of directors and general meeting of shareholders in 2021 comply with legal procedures, major business decision-making and other major matters have followed relevant procedures, which are legal and effective, and all the proposals have not harmed the interests of all shareholders, especially small and medium-sized shareholders. During the reporting period, I voted in favour, and there was no objection, abstention or objection.
2、 Independent opinions
In 2021, I actively understood the company's situation, carefully reviewed the proposals of each board of directors, and jointly expressed the following independent opinions on relevant matters with other independent directors of the company in accordance with relevant laws, regulations and relevant systems:
Time independent opinion item opinion type
Proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary
Proposal on approval of the company's measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 / 1 / 22
Proposal on the company and its subsidiaries applying to the bank for comprehensive credit line in 2021 and the company agreeing to provide guarantee for the subsidiary's application for comprehensive credit line
The proposal on granting restricted shares to incentive objects for the first time was approved on February 8, 2021
Capital occupation and external guarantee of controlling shareholders and other related parties in 2020
The company's 2020 internal control self evaluation report agrees
The special report on the deposit and use of raised funds in 2020 agreed
The proposal on 2020 profit distribution plan is approved
The proposal on adjusting the implementation progress of some investment projects with raised funds was approved
2021 / 3 / 24 approval proposal on using some idle raised funds and self owned funds for cash management
Consent to the use of idle securities
The proposal on carrying out foreign exchange derivatives trading business agreed
The 2021 directors' remuneration plan of the company agrees
The company's 2021 senior management compensation plan agrees
The proposal on renewing the appointment of accounting firms agreed
Capital occupation and external consent of the company's controlling shareholders and other related parties in the half year of 2021
Proposal on the special consent report on the deposit and use of the company's raised funds in the half year of 2021
The proposal on granting reserved restricted shares to incentive objects on November 26, 2021 agreed
3、 Performance of professional committees
The board of directors of the company has established four special committees: strategy, nomination, remuneration and assessment and audit. I am the convener of the remuneration and assessment committee and a member of the nomination committee, the strategy committee and the audit committee. In 2021, all special committees held meetings on relevant matters of the company. I actively participated in the meeting, fulfilled my duties and performed relevant responsibilities.
As the convener of the salary and assessment committee, I supervise and guide the implementation of the company's salary system and the formulation of salary policies and plans, and put forward suggestions for the problems existing in the salary system in combination with the actual situation of the company
Constructive suggestions to promote the company's salary system to be more sound and perfect.
As a member of the nomination committee, I have carefully listened to and reviewed the appointment of directors and senior managers of the company to ensure that the performance of relevant personnel meets the requirements of relevant laws and regulations and that the employees can actively promote the healthy and stable development of the company.
As a member of the strategy committee, I participate in the daily work of the strategy committee in strict accordance with the provisions of relevant systems, put forward constructive opinions and suggestions on the company's foreign investment, and earnestly perform the duties of a member of the strategy committee.
As a member of the audit committee, I actively participated in the meetings of the audit committee and related work, reviewed periodic reports, internal audit and other related work, and put forward reasonable suggestions; Learn from the management of the company about the operation of the year and the progress of major events; Communicate the audit situation face-to-face with certified public accountants, and urge the accounting firm to submit the audit report in time under the condition of careful audit.
4、 On site investigation of the company
In 2021, I visited the company and communicated with the company's management personnel to understand the company's production and operation, internal control and financial status. Keep close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail, timely learn the progress of major matters of the company, pay attention to the impact of external environment and market changes on the company, pay attention to the reports and evaluation of the company such as media and Internet, and actively put forward suggestions on the operation and management of the company.
5、 Responsibilities performed in annual report work
During the preparation and audit of the company's annual report, earnestly perform the duties of independent directors, understand the main business conditions and the progress of raised investment projects from the company's management, communicate the audit conditions with certified public accountants, actively cooperate with the board of directors to review the company's annual report, and ensure the timely, accurate and complete disclosure of the company's annual report.
6、 Work done in protecting the legitimate rights and interests of investors
1. Information disclosure. Urge the company to improve the company's information disclosure management system in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the measures for the management of information disclosure of listed companies; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company's information disclosure.
2. Protect the legitimate rights and interests of investors. Pay attention to the important information disclosed by the company in the media and online, and maintain timely communication with the company's management.
3. Corporate governance and operation management. In accordance with relevant regulations and requirements, the proposals and relevant materials considered by the board of directors were carefully reviewed in advance, and the voting rights were exercised independently and prudently; Deeply understand the improvement and implementation of the company's operation, management and internal control systems, consult relevant materials and discuss with you.
7、 Participation in training and learning
I have obtained the qualification certificate of independent director. I always pay attention to learning the latest laws, regulations and various rules and regulations, deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders' rights and interests of the public, constantly improve my ability to perform my duties and form an ideological awareness of consciously protecting the shareholders' rights and interests 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.
8、 Other matters
(I) there is no proposal to hold a meeting of the board of directors.
(II) there is no proposal to convene an extraordinary general meeting of shareholders.
(III) there is no proposal to hire or dismiss an accounting firm.
(IV) there is no external audit institution or consulting institution.
As an independent director of the company, I have performed my duties as an independent director in strict accordance with laws, regulations and relevant guidelines, actively participated in the decision-making of major matters of the company, made suggestions for the healthy development of the company and safeguarded the rights and interests of the majority of investors.
Hereby report, thank you!
Independent director: Guan Lihua March 23, 2022
