Guangdong Lyric Robot Automation Co.Ltd(688499)
Report on the work of independent directors in 2021
As independent directors of Guangdong Lyric Robot Automation Co.Ltd(688499) (hereinafter referred to as “the company”), in 2021, we were honest, diligent and in strict accordance with the provisions and requirements of relevant laws, regulations and rules, such as 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 Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the working rules for independent directors and so on Independently performed their duties, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major issues of the company, effectively safeguarded the legitimate rights and interests of the company and public shareholders, promoted the standardized operation of the company, and gave full play to the role of independent directors and special committees. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
(I) independent directors
The board of directors of the company is composed of 7 directors, including 3 independent directors, accounting for more than one-third of the board of directors, which is in line with the provisions of relevant laws and regulations and the company’s system. On August 11, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the replacement of the board of directors and the election of independent directors of the second board of directors, and elected three independent directors of the second board of directors Lu Deming, Liu Dongjin and Yan Qingdong by cumulative voting. There is no change in the number of independent directors.
(II) personal work experience, professional background and part-time work
Lu Deming: born in 1965, Chinese nationality, without permanent residency abroad. Major in accounting theory, doctoral degree. Mr. Lu Deming has served as the chief accountant of Zhejiang Forestry Research Institute, lecturer of the accounting department of Zhejiang University of Finance and economics, head of the technical research department of the Accounting Standards Committee of the accounting department of the Ministry of finance, director of the accounting system Department of the accounting department of the CSRC, and Assistant to the director of Hunan regulatory bureau of the CSRC. Currently, he is the vice president of Xinhu Holding Co., Ltd. Qilu Bank Co.Ltd(601665) independent director, independent director of Zhejiang Millennium Dragon fiber special fiber Co., Ltd. Shanghai Kehua Bio-Engineering Co.Ltd(002022) independent director, independent director of Henan Jiachen Intelligent Control Co., Ltd. Guangdong Lyric Robot Automation Co.Ltd(688499) independent director.
Liu Dongjin: born in 1963, Chinese nationality, without permanent residency abroad, graduate degree, associate professor. From July 1987 to now, he has worked in the school of law of Peking University, successively serving as teaching assistant, lecturer and associate professor; From 1994 to 2005, he served as a member of the intellectual property professional committee of Beijing Lawyers Association; From 2006 to 2013, he served as Secretary General of the Beijing Institute of international law; From 2017 to 2019, he served as an independent director of Huatai United Securities Co., Ltd. He is currently the vice president of the science and Technology Law Research Association of Beijing law society, Guanglian Aviation Industry Co.Ltd(300900) independent director, Hitevision Co.Ltd(002955) independent director, Ficont Industry (Beijing) Co.Ltd(605305) (Beijing) Technology Co., Ltd., Beijing Zhongke Runyu Environmental Protection Technology Co., Ltd., and Guangdong Guangdong Lyric Robot Automation Co.Ltd(688499) Intelligent Equipment Co., Ltd.
Yan Qingdong: born in 1964, Chinese nationality, without permanent residency abroad, doctor of engineering, second-class professor and doctoral supervisor. Currently, he is the deputy director of the Department of vehicle engineering, School of machinery and vehicles, Beijing University of technology, the responsible professor of armored vehicle engineering, the senior member of China Society of mechanical engineering, the director of the hydraulic professional committee of China Society of fluid transmission and control, the vice president of the hydraulic branch of China Hydraulic and pneumatic seal industry association, and the member of the editorial board of hydraulic and pneumatic and hydraulic and pneumatic seals, Independent director of Guangdong Guangdong Lyric Robot Automation Co.Ltd(688499) Intelligent Equipment Co., Ltd.
（3） Is there a description of the situation affecting independence
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position in the company’s major shareholders. There is no relationship with the company and the company’s major shareholders that hinders our independent and objective judgment, and there is no situation that affects the independence of the independent director.
2、 Annual performance of independent directors
(I) attendance
During the reporting period, the company held 16 meetings of the board of directors and 7 general meetings of shareholders. Affected by the epidemic, the company participated in the meeting on average and 16 communication voting meetings. As independent directors, when considering the relevant matters submitted to the board of directors, especially major matters, we maintain close communication with the company and relevant parties, carefully study relevant materials, carefully consider each proposal, make full use of our own professional knowledge, and exercise the power of independent directors objectively, independently and prudently in combination with the actual operation of the company, so as to ensure the scientific decision-making of the board of directors of the company. Absent from the meeting for no reason during the reporting period. During the reporting period, the specific conditions of independent directors attending the meetings of the board of directors and the general meeting of shareholders are as follows:
Attendance at the board meeting of shareholders
Meeting situation
Independent directors should be present in person and entrusted by correspondence. Is there two consecutive absences
Number of times of attendance name number of times of attendance method number of times of attendance not in person
Number of seats
Lu Deming 16 0 0 0 No 7
Liu Dongjin 16 0 0 0 No 7
Yan Qingdong 16 0 0 0 No 7
In response to the requirements of epidemic control, we attended the meeting online during the reporting period; Understand the actual operation of the company through telephone communication, e-mail, document express, etc.
(II) participation in special committees
In 2021, all independent directors conscientiously performed their duties and actively participated in 18 meetings of the audit committee, nomination committee, remuneration and assessment committee and Strategy Committee, including 8 meetings of the audit committee, 3 meetings of the remuneration and assessment committee, 2 meetings of the nomination committee and 5 meetings of the strategy committee. There was no absence without reason.
It has played an important role in deliberating and making decisions on major issues related to the board of directors, and effectively improved the decision-making efficiency of the board of directors of the company. We believe that the convening and holding of each special committee meeting comply with legal procedures, the decision-making of relevant matters has fulfilled the necessary approval procedures and disclosure obligations, and comply with the relevant provisions of laws, regulations and the articles of association.
(III) the company’s investigation and the company’s cooperation with independent directors
During the reporting period, through the communication with the middle and senior management of the company and the communication meeting with certified public accountants during the audit of the company’s annual report, we have a comprehensive and in-depth understanding of the company’s operation and development, use professional knowledge and enterprise management experience, put forward constructive opinions and suggestions on the relevant proposals of the company’s board of directors, and give full play to the role of supervision and guidance. When our independent directors exercise their powers, the management of the company actively cooperates to ensure that we enjoy the same right to know as other directors, actively communicate with us, properly implement and improve our concerns, and provide necessary conditions and sufficient support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in relevant laws, regulations and company rules and regulations, and actively made suggestions to the board of directors and professional committees, which played a positive role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, the company had no related party transactions.
(II) use of raised funds
On July 13, 2021, the 34th meeting of the first board of directors of the company deliberated and approved the proposal on adjusting the amount of raised funds to be invested in some investment projects with raised funds and the proposal on using some idle raised funds for cash management; On August 11, 2021, the first meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the proposal on using the bank acceptance bill to pay the funds required for the raised investment projects and replacing them with the raised funds in the same amount; On August 26, 2021, the second meeting of the second board of directors of the company considered and approved the proposal on the special report on the deposit and use of the company’s raised funds in the half year of 2021. We carefully reviewed the above proposal and expressed our explicit consent.
(III) nomination and remuneration of senior managers
On July 24, 2021, the 35th meeting of the first board of directors of the company deliberated and approved the proposal on the change of the board of directors of the company and the nomination of candidates for non independent directors of the second board of directors, the proposal on the change of the board of directors of the company and the nomination of candidates for independent directors of the second board of directors, and the proposal on the remuneration scheme of directors of the second board of directors of the company; On August 11, 2021, the first meeting of the second board of directors of the company deliberated and approved the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company and the proposal on the appointment of the chief financial officer and Secretary of the board of directors of the company. We carefully reviewed and issued independent opinions with explicit consent in advance.
During the reporting period, the nomination procedures of the company’s directors and senior managers met the provisions of laws and regulations and the articles of association, and the qualifications of the employed personnel met the requirements of the company law and the articles of association. At the same time, we reviewed the relevant remuneration of the company’s directors and senior managers during the reporting period, and believe that the remuneration scheme of the company’s directors and senior managers in 2021 is scientific and reasonable, and the remuneration payment and deliberation procedures comply with the relevant provisions of the articles of association and the company’s internal management system.
(IV) equity incentive
On November 19, 2021, the fifth meeting of the second board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021; On December 13, 2021, the sixth meeting of the second board of directors of the company deliberated and adopted the proposal on granting restricted shares to incentive objects. We believe that the company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s management team, technical backbone and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company, without damaging the interests of the company and all shareholders. The qualification of incentive objects in the company’s equity incentive plan (2021) is in line with the relevant provisions of the company’s equity incentive plan and the regulations on the qualification of incentive objects in the company’s equity incentive plan (2021), As the subject qualification granted to the incentive object in this incentive plan, it is legal and effective.
(V) performance forecast and performance express
During the reporting period, the company did not disclose the performance forecast and performance express.
(VI) employment of accounting firms
On March 19, 2021, the 29th meeting of the first board of directors of the company deliberated and adopted the proposal on the company’s renewal of the appointment of the audit institution in 2021. After verification, Ernst & Young Huaming Certified Public Accountants (special general partnership) has the qualification of listing audit, has good service awareness, professional ethics and performance ability, has a stable cooperative relationship with the company, and the previous audit reports issued for the company can objectively and fairly reflect the company’s financial status, operating results and cash flow. In order to ensure the continuity of the company’s audit business, We have expressed our pre approved opinions and independent opinions with explicit consent on the motion.
(VII) cash dividends
On August 26, 2021, the second meeting of the second board of directors of the company deliberated and approved the proposal on the company’s profit distribution plan for the half year of 2021. The independent directors of the company carefully reviewed and expressed their independent opinions with explicit consent.
During the reporting period, the company made profit distribution. Based on 88 million shares of capital stock on October 12, 2021, the company distributed a cash dividend of RMB 3.20 (including tax) to all shareholders for every 10 shares, with a total dividend of RMB 28.16 million. The cash dividend has been implemented.
（8） External guarantee and fund occupation
On February 9, 2021, the 27th meeting of the first board of directors of the company deliberated and adopted the proposal on providing guarantee for the wholly-owned subsidiary’s application for comprehensive credit from the bank in 2021; On May 13, 2021, the 31st meeting of the first board of directors of the company deliberated and adopted the proposal on providing guarantee for the wholly-owned subsidiary’s application for comprehensive credit from the bank in 2021. The company has absolute control over the wholly-owned subsidiary, the financial risk is effectively controllable, the guarantee provided by the company will not damage the interests of the company and shareholders, is conducive to the long-term development of the company, and its deliberation procedures and voting results are legal and effective. We have expressed our independent opinions with explicit consent. After verification, during the reporting period, the company has no external guarantee and capital occupation for companies outside the scope of the consolidated statements.
(IX) accounting policies and accounting treatment
On May 13, 2021, the 31st meeting of the first board of directors of the company deliberated and approved the proposal on the change of the company’s accounting policies and the proposal on the treatment of the company’s bad debt losses in the first quarter of 2021. The change of the company’s accounting policy is a reasonable change in accordance with relevant regulations, which is conducive to the company’s objective and fair reflection of the company’s financial status and operating results; The write off of the net loss of accounts receivable in the first quarter of 2021 complies with the accounting standards for business enterprises and other relevant regulations
