Jiangsu Gian Technology Co.Ltd(300709)
Report on the work of independent directors in 2021
(Liu Yongbao)
As an independent director of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as the “company”), I, in accordance with the provisions and requirements of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the rules for independent directors of listed companies, the articles of association and other relevant laws and regulations, In the work of 2021, he earnestly performed his duties, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, played an independent role as an independent director, and earnestly safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. The performance of the duties of independent directors in 2021 is reported as follows: I. attendance at the board of directors and the general meeting of shareholders
The board of directors has held 14 annual general meetings, and the work of the board of directors has been completed as follows:
Mode of attendance
Participation in this year
Independent directors attend the shareholders’ meeting as nonvoting delegates and the on-site attendance of the board of directors by means of communication voting
Name absent (Times) number of meetings (Times) (Times) (Times)
Liu Yongbao 7 3 4 0 0 2
In my opinion, the convening and convening procedures of the board of directors and the general meeting of shareholders of the company in 2021 met the legal requirements and performed legal and effective decision-making procedures for major business matters. As an independent director, before convening the board of directors, he can carefully understand the operation and operation of the company through the board of directors, obtain the information and materials required before making decisions, and make corresponding preparations for the meeting of the board of directors and the discussion and decision-making of relevant proposals. At the meeting, actively participate in the discussion, carefully consider the proposals, and exercise the voting right with a cautious attitude. Based on the principles of diligence, pragmatism, honesty and responsibility, after careful consideration of the proposals of the board of directors and other matters of the company during the reporting period, I voted in favour of the proposals and other matters of the board of directors of the company I should participate in in 2021. There was no objection, objection or waiver.
2、 On site work of the company
In 2021, I took advantage of the opportunity to attend the meeting and other appropriate opportunities to carry out on-site work, deeply understand the company’s internal control and financial situation, focus on the company’s production and operation management, the use and management of raised funds, the progress of convertible bonds, foreign investment, acquisitions and equity incentives, and check the implementation of the resolutions of the board of directors; At the same time, actively maintain communication with the directors, supervisors and senior managers of the company, timely understand the progress of major matters of the company, continue to pay attention to the publicity and reports of the company by the Internet, newspapers and other media, and timely learn the operation dynamics of the company; In addition, the company actively put forward some suggestions to the company’s management by using its own professional knowledge to effectively perform the duties of independent directors.
3、 Attendance at special committees of the board of directors
As the chairman of the nomination committee and the member of the audit committee of the company, I can participate in the meetings of the special committee in accordance with the rules of procedure of the special committee. In 2021, he participated in two nomination committee meetings and one audit committee meeting, mainly discussing the general manager of the nominating company, the deputy general manager of the nominating company, the Secretary of the board of directors of the nominating company, the chief financial officer of the nominating company, the company’s report on the third quarter of 2021, the special report on the deposit and use of raised funds in the third quarter of 2021, the company’s internal audit report in the third quarter of 2021, etc.
4、 Prior approval opinions and independent opinions issued
In 2021, as an independent director of the company, he issued prior approval opinions and independent opinions according to relevant regulations before the board of directors made a decision, as follows:
1. At the first meeting of the third board of directors on September 15, 2021, independent opinions on the appointment of the general manager, deputy general manager, Secretary of the board of directors and chief financial officer of the company were expressed.
2. At the second meeting of the third board of directors on September 22, 2021, the independent opinions on the downward revision of the conversion price of convertible corporate bonds proposed by the board of directors and the allowance of independent directors were expressed.
3. At the fifth meeting of the third board of directors on November 17, 2021, they gave their prior approval opinions on the proposed signing of equity acquisition framework agreement and related party transactions, and their independent opinions on the early redemption of “Jingyan convertible bonds” and the proposed signing of equity acquisition framework agreement and related party transactions.
4. At the sixth meeting of the third board of directors on December 8, 2021, prior approval opinions were issued on the company’s expected daily related party transactions in 2022, the acquisition of 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd., and the guarantee for wholly-owned subsidiaries, the company’s financial derivatives trading plan in 2022, the company’s expected daily related party transactions in 2022 Independent opinions on the use of idle self owned funds for entrusted financial management, the acquisition of 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd., and the application for M & a loan credit line from the bank.
5. At the 7th Meeting of the 3rd board of directors on December 24, 2021, independent opinions on adjusting the number of restricted shares reserved in the 2021 stock option and restricted stock incentive plan, granting restricted shares reserved in the 2021 stock option and restricted stock incentive plan to incentive objects, and appointing deputy general managers were expressed.
5、 Other work done to protect the legitimate rights and interests of minority shareholders
As an independent director, I strictly perform my duties as an independent director, deeply understand the improvement and implementation of the company’s internal control system, the implementation of the resolutions of the board of directors, the preparation of regular reports, the progress of important matters, etc., focus on the company’s business development and governance, attend the board of directors on time, actively communicate with the annual audit accountant, and exercise the voting right independently, objectively and impartially by using my professional ability, Safeguard the legitimate rights and interests of investors.
I continue to pay attention to the company’s information disclosure, urge the company to perform the obligation of information disclosure in strict accordance with the requirements of laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, continue to pay attention to the progress of the company’s fund-raising projects, continue to pay attention to the company’s situation, and provide corresponding opinions and suggestions, Efforts should be made to better protect the legitimate rights and interests of small and medium-sized investors.
6、 Training and learning
I actively study the laws, regulations and policies issued by the CSRC, the exchange and other regulatory agencies, constantly improve and supplement the corresponding knowledge, actively participate in various forms of relevant training organized by the Shenzhen Stock Exchange, the CSRC, the recommendation agency and the company, constantly improve my ability to perform my duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and continuously strengthen the protection of the legitimate rights and interests of the company and shareholders.
7、 Other matters
1. In 2021, I did not propose to convene the board of directors;
2. In 2021, I did not propose to hire or dismiss an accounting firm;
3. In 2021, I did not independently employ external audit institutions and consulting institutions.
The above is the report on the performance of duties as an independent director of the company in 2021. In 2022, I will continue to conscientiously perform the duties of independent directors, continue in-depth study and strengthen communication, and give full play to the role of independent directors. I would like to express my heartfelt thanks to the company and the board of directors for their active and effective cooperation, support and help in the process of performing my duties!
Independent director: Liu Yongbao March 31, 2022
