Lingyi Itech (Guangdong) Company(002600)
Report on the work of independent directors in 2021
(Kuang Zhiyun)
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. During the reporting period, I will not continue to serve as an independent director of the 5th board of directors of the company for personal reasons. The performance of my duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, with a diligent attitude, I actively participated in the board of directors and shareholders' meeting held by the company during my term of office, 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
Kuang Zhiyun 7 7 0 04
2、 Independent opinions
In 2021, I actively performed my duties during my term of office and expressed independent opinions on relevant matters of the company with other independent directors 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 offering shares to Lingyi Itech (Guangdong) Company(002600) 2020
The incentive objects granted by the option and restricted stock incentive plan for the first time agree to the independent intention of granting stock options and restricted stocks at the (adjusted) of the Fourth Board of directors
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
On the request to the general meeting of shareholders to authorize the board of directors and its authorized persons
Independent opinions on handling matters related to the issuance and listing of H shares
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
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, during my term of office, I concurrently served as a member of the audit committee and remuneration and assessment committee of the Fourth Board of directors and the Fifth Board of directors of the company, 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 were reviewed, and rationality statements and audit opinions were issued on relevant matters.
4、 On site investigation of the company
In 2021, during my term of office, 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 and master the dynamics of the company's production, operation and management, Pay attention to the relevant reports of the media and the Internet on the company, urge the company to strengthen the standardized operation, and earnestly 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, during my term of office, I continued to pay attention to the company's information disclosure, urged the company to strictly disclose information in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the administrative measures for information disclosure, ensured the authenticity, accuracy, timeliness and integrity of the company's disclosure of relevant information, earnestly fulfilled my responsibilities and obligations, and further safeguarded the interests of investors, especially small and medium-sized investors.
(II) corporate governance structure and operation management
In 2021, during my term of office, I had a deep understanding of the company's production and operation, financial management, related party transactions and investment project progress, maintained good communication with the company's management and relevant personnel, made fair judgment on various proposals submitted to the board of directors on the basis of full understanding, and exercised voting rights independently, objectively and prudently; At the same time, supervise and inspect the performance of directors and senior managers, fully perform the duties of independent directors, improve the scientific decision-making ability of the board of directors, and effectively safeguard the interests of the company and the majority of investors.
(III) training and learning
In order to better perform my duties and give full play to the role of independent directors, I carefully study the latest laws and regulations, rules and regulations, rules and case compilation of listed companies, constantly deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing corporate governance structure and protecting the legitimate rights and interests of public shareholders, and actively participate in relevant training to improve my ability to perform my duties, Provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation.
6、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no independent employment of external audit institutions and consulting institutions;
3. There is no proposed employment or dismissal of accounting firms.
The above is the report on my performance of duties during my term of office in 2021. Now I have resigned and no longer hold any position in the company. Here, I sincerely thank the company's management and relevant staff for their active cooperation and full support during my term of office.
It is hereby reported.
Independent director: Kuang Zhiyun April 7, 2022
