Jiangsu Gian Technology Co.Ltd(300709)
Report on the work of independent directors in 2021
(MA Dongfang)
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)
Ma Dongfang 7 2 5 0 3
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, the member of the audit committee and the member of the remuneration and assessment 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, three audit committee meetings and three remuneration and assessment committee meetings, mainly on the nomination of the company’s deputy general manager, the nomination of candidates for non independent directors of the third board of directors, the nomination of candidates for independent directors of the third board of directors, financial final accounts, periodic reports, the renewal of accounting firms, self-evaluation of internal control, changes in accounting policies, provision for credit impairment and asset impairment The achievement of performance commitments of Shenzhen antexin Technology Co., Ltd. in 2020, the repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, the adjustment of repurchase price, the achievement of lifting the restrictions in the second restricted stock incentive plan for the first time in 2019, the achievement of lifting the restrictions in the first restricted stock incentive plan for the first time in 2020 Adjust the exercise price and quantity of stock options in 2021 stock option and restricted stock incentive plan, and discuss the remuneration of directors, supervisors and senior managers of the company.
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 29th meeting of the second board of directors on January 13, 2021, the independent opinions on granting 2021 stock options and restricted shares to incentive objects for the first time were expressed.
2. At the 30th meeting of the second board of directors on January 26, 2021, the independent opinions on the proposed foreign investment were expressed.
3. At the 31st meeting of the second board of directors on February 4, 2021, independent opinions on the acquisition of 60% equity of Shenzhen antxin Technology Co., Ltd. and the purchase of real estate were expressed.
4. At the 32nd meeting of the second session of the board of directors on April 19, 2021, prior approval opinions were issued on the proposed signing of the procurement agreement, the proposed renewal of the company’s accounting firm, and the increase of the company’s daily connected transactions in 2021, as well as on the company’s profit distribution plan in 2020, the confirmation of the remuneration and allowances of the company’s directors and senior managers in 2020, and the company’s directors in 2021 Remuneration and allowance scheme for senior managers, self-evaluation report on the company’s internal control in 2020, purchase agreement to be signed, special report on the deposit and use of raised funds in 2020, the company’s plan to continue to hire an accounting firm, changes in the company’s accounting policies, repurchase and cancellation of restricted shares granted to some incentive objects but not lifted Independent opinions on the increase of the company’s daily connected transaction forecast in 2021, the provision for credit impairment and asset impairment, and the provision of guarantee for holding subsidiaries.
5. At the 33rd meeting of the second board of directors on April 27, 2021, independent opinions on the appointment of deputy general manager and the salary scheme of deputy general manager were expressed.
6. At the 35th meeting of the second board of directors on August 26, 2021, on the deposit and use of the company’s raised funds in the half year of 2021, on the nomination of candidates for non independent directors of the third board of directors, on the nomination of candidates for independent directors of the third board of directors, on the repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and on the adjustment of repurchase price Independent opinions on the achievements of the company’s first granting of the second restricted period in the restricted stock incentive plan in 2019 and the release of the restrictions in the first restricted period reserved for granting, the achievements of the company’s first granting of the restrictions in the restricted stock incentive plan in 2020, and the adjustment of the exercise price and quantity of stock options in the stock options and restricted stock incentive plan in 2021.
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 bodies, constantly improve and supplement the corresponding knowledge, actively participate in various forms of relevant training organized by the Shenzhen Stock Exchange, the securities regulatory bureau 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.
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: Ma Dongfang March 31, 2022
