Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As independent directors of Yunding Technology Co.Ltd(000409) (” Yunding Technology Co.Ltd(000409) ” or “the company”), we strictly comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies (“the rules for independent directors”), the governance standards of listed companies (“the governance standards”) and other laws and regulations, as well as the relevant provisions of the Yunding Technology Co.Ltd(000409) articles of Association (“the articles of association”), Actively attend the meetings of the board of directors and the general meeting of shareholders, carefully consider various proposals of the board of directors, carefully express independent opinions on major matters related to the company, give full play to the independent role of independent directors, and earnestly safeguard the interests of the company and shareholders, especially public shareholders.
The performance of our duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, as an independent director of the 10th board of directors of the company, we actively attended the board meeting and shareholders’ meeting held by the company in a diligent and responsible manner, carefully reviewed the relevant materials of the meeting, carefully considered each proposal on the basis of being familiar with the actual situation, actively participated in the discussion of various topics, put forward reasonable suggestions, and expressed independent opinions on relevant proposals in accordance with the regulations.
(I) attendance
Attendance at the board of directors and shareholders’ meeting
During the reporting period, whether the absent directors entrusted by the correspondent should attend the board meeting of the board of directors in the form of directors for two consecutive times, the number of meetings of the board of directors not in person, the number of meetings of the board of directors, the number of meetings of the board of directors
Li Lanming 12 2 100 00 No 2
Fu Jun 12 0 12 0 0 No 0
Dong Hua 12 0 0 0 No 4
(II) voting at the meeting
1. We believe that the convening of the board meeting and the general meeting of shareholders in 2021 complies with the legal procedures, and the relevant procedures have been performed for major business decisions, which is legal and effective.
2. With a prudent and rigorous attitude, we carefully considered all the proposals submitted to the board of directors during the year and believed that all the proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders. Therefore, we voted for them without objection or abstention.
2、 Independent opinions
During the reporting period, in accordance with the relevant provisions of the rules for independent directors, the governance standards and the articles of association, we adhered to the principle of objectivity and impartiality, based on independent judgment, and after listening to the introduction of the company’s management on major issues, viewing relevant materials and documents, and necessary communication with relevant personnel of the company, we issued 7 prior approval opinions and 24 independent opinions on the type of approval on the proposals of the board of directors. According to the relevant regulatory regulations and the articles of association, all major matters requiring the opinions of independent directors have been reviewed by independent directors. We have not raised any objection to the proposal of the board meeting or other major matters of the company, and all proposals at previous meetings have been passed by unanimous vote. The details are as follows:
(I) on February 9, 2021, Yunding Technology Co.Ltd(000409) at the 10th meeting of the 10th board of directors, we gave prior approval opinions and independent opinions on the expected matters of daily connected transactions in 2021 submitted to the meeting for deliberation, and special opinions on the reasons for the great difference between the actual situation and the expected situation of daily connected transactions in 2020.
(II) on March 10, 2021, Yunding Technology Co.Ltd(000409) held the 11th meeting of the 10th board of directors. We expressed our prior approval opinions and independent opinions on the related party transactions of the company’s holding subsidiaries and related parties signing the supplementary agreement to the technology implementation and Promotion Agreement submitted to the meeting for deliberation.
(III) on March 19, 2021, Yunding Technology Co.Ltd(000409) held the 12th meeting of the 10th board of directors to review the 2020 annual report and other related matters. We expressed our prior approval opinions on the renewal of financial audit institutions and internal control audit institutions, loans provided by related parties for the company in 2021, guarantees provided by related parties for the company in 2021, and agreed to submit the above major matters to the board of directors for consideration; We reviewed the profit sub plan for 2020, the internal control evaluation report for 2020, the provision for asset impairment in 2020, the implementation of the new lease standards and the change of corresponding accounting policies, the continued employment of financial audit institutions and internal control audit institutions, the mutual guarantee limit of the company and its subsidiaries in 2021, the loans provided by related parties in 2021, the guarantees provided by related parties in 2021 In 2021, the company expressed independent opinions on the use of idle funds to purchase financial products, the occupation of funds by related parties and external guarantees in 2020.
(IV) on April 20, 2021, Yunding Technology Co.Ltd(000409) held the 14th meeting of the 10th board of directors. We expressed independent opinions on the matters submitted to the meeting for deliberation on changing the company’s name and securities abbreviation and amending the corresponding provisions of the articles of association.
(V) on August 26, 2021, Yunding Technology Co.Ltd(000409) held the 16th meeting of the 10th board of directors. We expressed independent opinions on the occupation of funds and external guarantees of related parties in the first half of 2021 submitted to the meeting for deliberation.
(VI) on October 15, 2021, Yunding Technology Co.Ltd(000409) held the 17th meeting of the 10th board of directors. We expressed our prior approval opinions and independent opinions on the acquisition of 50.10% equity of Shandong energy Digital Technology Co., Ltd. and related party transactions submitted to the meeting for deliberation.
(VII) on October 22, 2021, Yunding Technology Co.Ltd(000409) held the 18th meeting of the 10th board of directors. We expressed independent opinions on the resignation of directors and general manager, recommendation of candidates for non independent directors of the 10th board of directors, appointment of senior managers of the company and other matters submitted to the meeting for deliberation.
(VIII) on November 12, 2021, Yunding Technology Co.Ltd(000409) held the 20th meeting of the 10th board of directors. We expressed our prior approval opinions on the matters submitted to the meeting for consideration, such as the adjustment of the estimated amount of daily connected transactions in 2021, and we expressed our consent to the resignation of the chairman of the board of directors, the recommendation of candidates for non independent directors of the 10th board of directors He expressed independent opinions on adjusting the estimated amount of daily connected transactions in 2021.
3、 Performance of professional committees of the board of directors
The board of directors of the company has four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee. During the reporting period, as the convener and member of the Committee under the board of directors of the company, we carefully participated in the deliberation and decision-making of major events of the company in accordance with the provisions of relevant laws and regulations and the rules of procedure of the special committee, with a diligent attitude and the principle of objectivity and impartiality, and timely reported the opinions of the professional committee to the board of directors after reaching opinions.
(I) performance of the strategy committee
As a member of the strategy committee, study and review the company’s long-term development strategic plan and other matters in strict accordance with the company’s working rules of the strategy committee. In 2021, the strategy committee held two meetings to review and approve the 2020 performance report of the company’s strategy committee, the company’s development plan in 2021, and the preparation of the Yunding Technology Co.Ltd(000409) 14th five year plan (20212025).
(II) performance of the nomination committee
As the chairman and member of the nomination committee, he shall examine the qualifications and selection procedures of the candidates for directors and senior managers of the company in strict accordance with the working rules of the nomination committee. In 2021, the nomination committee held three meetings to consider and approve the 2020 performance report of the nomination committee, by election of non independent directors, appointment of senior managers and other matters.
(III) performance of the audit committee
As the chairman and member of the audit committee, supervise and evaluate the external audit, internal audit and the company’s internal control in strict accordance with the company’s detailed rules for the work of the audit committee. In 2021, the audit committee held four meetings and reviewed and approved the company’s 2020 annual report, the 2020 performance report of the audit committee of the board of directors, the renewal of the company’s 2021 financial audit institution and internal control audit institution, the summary report of the annual audit accounting firm engaged in the 2020 audit work, the first quarter report of 2021, the 2021 internal audit work plan, the 2021 semi annual report The third quarter report of 2021.
(IV) performance of remuneration and assessment committee
As the chairman and member of the remuneration and appraisal committee, in strict accordance with the working rules of the remuneration and appraisal committee of the company, study and review the remuneration policies and plans of directors and senior managers, perform their duties, and conduct annual performance evaluation. In 2021, the remuneration and assessment committee held two meetings to consider and approve the performance report of the remuneration and assessment committee in 2020, the high remuneration of directors and supervisors in 2020, the special contribution reward for the over completion of the business index assessment from September to December 2020, and the special contribution reward for the leaders who won the excellent assessment results in 2020.
4、 Information disclosure
In accordance with the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, we perform the duties of independent directors in information disclosure and earnestly safeguard the legitimate rights and interests of investors and minority shareholders. We actively supervise the company to timely, accurately, completely and truly carry out information disclosure, and urge the company to timely, accurately and truly disclose the company’s financial status and other matters that have a significant impact on the company. In 2021, the company’s information disclosure work complied with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company’s information disclosure management system.
5、 Field investigation
In 2021, we conducted on-site investigation on the company, conducted face-to-face communication with the company’s directors, Secretary of the board of directors, person in charge of Finance and other relevant staff, fully exchanged and discussed relevant major matters, actively paid attention to matters that may affect the company’s internal control and corporate governance structure, and learned about the company’s daily production and operation in detail.
In 2021, the management of the company created various favorable conditions for the smooth work of independent directors. In the process of performing the duties of independent directors, the board of directors, senior managers and relevant staff of the company have given active and effective cooperation and support.
6、 Other situations
(I) during the reporting period, we did not propose to hold an extraordinary general meeting of shareholders or a meeting of the board of directors; The company has not proposed to replace or dismiss the accounting firm; External audit institutions and consulting institutions were not independently employed.
(II) during the reporting period, we carefully studied the company law, the securities law and various laws, regulations and regulatory policies issued by the China Securities Regulatory Commission, Shenzhen Stock Exchange and the association of listed companies, timely grasped the regulatory dynamics, continuously improved the ability to protect the interests of investors, ensured that the company and its own behavior met the normative requirements, and consciously safeguarded the interests of the company and the legitimate rights and interests of shareholders.
In 2022, as an independent director of the company, we will continue to be diligent and conscientious, fulfill the obligation of loyalty, give full play to the professional advantages and supervision functions of independent directors, and safeguard the legitimate rights and interests of the company and all shareholders. At the same time, we will continue to strengthen our study, deepen our understanding and understanding of relevant laws and regulations regulating corporate governance and the protection of the rights and interests of public shareholders, further strengthen and improve our ability to perform our duties, and perform our duties faithfully, diligently and prudently.
(no text below)
Independent directors: Fu Jun, Dong Hua, Li Lanming
March 24, 2022
