Lingyi Itech (Guangdong) Company(002600)
Report on the work of independent directors in 2021
(Yu Peng)
As an independent director of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as "the company"), during my tenure in 2021, I diligently performed the duties of an independent director in strict accordance with the company law, the securities law, the guidelines for the performance of duties of independent directors of listed companies (revised in 2020) and other laws and regulations, normative documents, as well as the provisions and requirements of the articles of association and the working system of independent directors, based on the principles of objectivity, impartiality and independence, Exercised the rights of independent directors in accordance with the law, attended the board of directors and shareholders' meeting held by the company in 2021, carefully considered various proposals, expressed independent opinions on relevant matters of the company, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, with the attitude of diligence, I actively participated in the board of directors and shareholders' meeting held by the company, and there was no absence or failure to attend the meeting in person for two consecutive times; Carefully judged the proposals of the board of directors of the company, and voted in favor after careful deliberation. There was no objection, objection or waiver. I believe that the convening and convening procedures of the board of directors and the general meeting of shareholders of the company during the reporting period met the legal requirements, and the legal and effective decision-making procedures were performed for major business matters. The details of my attendance at the board of directors and the general meeting of shareholders in 2021 are as follows:
Attendance at meetings of the board of directors and shareholders' meetings as nonvoting delegates
Term of office of independent director
Name of the person actually attending the entrusted attendance during the reporting period number of absences during the reporting period number of meetings actually attending as nonvoting delegates during the tenure number of meetings during the reporting period
Yu Peng 19 0 06
2、 Independent opinions
In 2021, I actively performed my duties and expressed independent opinions with other independent directors on relevant matters of the company in accordance with relevant laws and regulations and the company's rules and regulations, as follows:
Time and type of independent opinions issued at the session of the meeting
Time and type of independent opinions issued at the session of the meeting
About the incentive objects first granted to Lingyi Itech (Guangdong) Company(002600) 2020 stock consent option and restricted stock incentive plan
The fourth session of the board of directors (after adjustment) granted the independent intention of stock options and restricted stocks
See you at the 40th meeting on January 18, 2021
Independent consent on the issuance of debt financing products overseas by wholly-owned subsidiaries
Special consent statement and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties
Special explanation and independent opinions on the company's external guarantee agree with the independent opinions on the profit distribution plan in 2020 agree with the independent opinions on the deposit and use of raised funds in 2020
The independent opinion on the self-evaluation report of the company's internal control agrees with the independent opinion on the company's securities investment in 2020 and the independent opinion on the implementation of the performance commitments of major asset restructuring and asset impairment agreed by the Fourth Board of directors on the test statement of the 42nd meeting on March 30, 2021
Independent opinion on retroactive adjustment of financial data in business combination under the same control
Independent opinions on the change of accounting policies agree with independent opinions on the prediction of daily connected transactions in 2021 agree with independent opinions on carrying out foreign exchange derivatives trading business agree with independent opinions on using idle own funds for entrusted financial management agree with independent opinions on election Independent opinions on matters agreed by non independent directors and independent directors of the 5th board of directors of the company
The fourth session of the board of directors issued supplementary independent consent to the opinions of the 42nd meeting on April 15, 2021 on the remuneration of directors and senior managers
The independent opinions on the appointment of senior managers of the company at the 5th session of the board of directors agreed to hold the first meeting on April 20, 2021
The independent opinions on the company's issuance of H shares and listing in Hong Kong agree with the opinions of the third meeting of the Fifth Board of directors on the company's issuance of H shares and listing in Hong Kong on May 20, 2021
Independent opinions on the conversion of the company into an overseas offering Co., Ltd
Time and type of independent opinions issued at the session of the meeting
Independent consent on the validity period of the company's resolution on Issuing H shares and listing
Independent consent on the use plan of funds raised by the company's issuance of H shares
Independent notice on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully agree to deal with matters related to the issuance and listing of H shares
Opinions
Independent opinions on the company's engagement of major intermediaries related to the H-share listing
Independent consent on the company's accumulated profit distribution plan before issuing H shares
Independent opinions of the 5th board of directors on the acquisition of 95% equity of Zhejiang Jintai Electronics Co., Ltd. and Guan's consent to the joint transaction of the 5th meeting on June 11, 2021
On the incentive plan of stock options and restricted stocks in 2018, the 5th board of directors first agreed to grant the exercise conditions of the second exercise period and lift the restrictions on sale at the 7th Meeting on June 21, 2021
Independent opinions on the achievement of lifting the restrictions on sales in the current period
Independent opinion of the 5th board of directors on continuing to use part of idle raised funds to supplement working capital temporarily and agreeing to pay for the eighth meeting on July 8, 2021
Special consent statement and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties
The 10th meeting of the 5th board of directors on August 26, 2021 agreed on the special explanation and independent opinions on the external guarantee of the company
Independent opinions on the deposit and use of raised funds in the half year of 2021
The 11th meeting of the 5th board of directors on 2018 stock option and restricted stock incentive plan agreed to reserve the conditions for the second exercise period and the second lifting of restrictions on sales for the 11th meeting on September 13, 2021
Independent opinions on the achievement of lifting the restrictions on sales in the current period
The independent opinion of the 5th board of directors on the proposed appointment of an audit institution in 2021 agreed to the 13th meeting on November 10, 2021
At the 14th meeting of the 5th board of directors on December 16, 2021, it was agreed to increase the independence of daily connected transactions in 2021. See
The independent opinions on changing some investment projects of raised funds agree with the independent opinions of the 5th board of directors on canceling the incentive plan of stock options and restricted stocks in 2018 and agreeing to plan some stock options and repurchase and cancel some restricted stocks at the 15th meeting on December 27, 2021
Opinions
Agreement on cancellation of 2020 stock option and restricted stock incentive plan
Time and type of independent opinions issued at the session of the meeting
Exclusive right to transfer part of stock options and repurchase and cancel part of restricted shares
Opinions
See http://www.cn.info.com.cn for the opinions of the above independent directors.
3、 Work in the special committee of the board of directors
In 2021, I also served as a member of the nomination committee of the Fourth Board of directors, the Fifth Board of directors and the audit committee of the Fifth Board of directors, and participated in the meetings of the special committee in strict accordance with the relevant requirements of the working rules of the special committee of the board of directors. During the reporting period, relevant proposals such as the quarterly work report of the audit department and the appointment of an audit institution in 2021 were reviewed, and rationality statements and audit opinions were issued on relevant matters.
4、 On site investigation of the company
In 2021, I used the time of attending the meeting and other time to understand the company's production and operation, financial situation, the construction and implementation of internal control system, and maintained close contact with the company's directors, financial principals, Secretary of the board of directors and other relevant personnel through telephone, e-mail and other forms to learn about the progress of major matters of the company, master the dynamics of the company's production, operation and management, and pay attention to the media The relevant reports of the company on the Internet urge the company to strengthen standardized operation and effectively safeguard the legitimate rights and interests of the company and minority shareholders. 5、 Work done in protecting the rights and interests of investors
(I) information disclosure of the company
In 2021, I continued to pay attention to the company's information disclosure and supervise the public
