Lingyi Itech (Guangdong) Company(002600)
Report on the work of independent directors in 2021
(Liu Jiancheng)
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 a diligent attitude, I actively participated in the board of directors and shareholders’ meetings held by the company since taking office, and there was no absence or failure to attend the meetings 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
Liu Jiancheng 121200 2
2、 Independent opinions
In 2021, during my tenure, I actively performed my duties 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
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
The first report of the 5th board of directors on 2018 stock option and restricted stock incentive plan
The seventh meeting on June 21, 2021 granted independent opinions on the fulfillment of the conditions for the exercise of the second exercise period and the conditions for the release of the restrictions in the second consent 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 fifth session of the board of directors on the 2018 stock option and restricted stock incentive plan
The 11th meeting on September 13, 2021 left independent opinions on the conditions for the exercise of the second exercise period and the achievement of the conditions for the lifting of the restrictions in the second consent 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 to cancel the incentive plan of stock options and restricted stocks in 2018
The fifth session of the board of directors agreed to the opinions of the 15th meeting on December 27, 2021 on the transfer of some stock options and the repurchase and cancellation of some restricted shares
On cancellation of 2020 stock option and restricted stock incentive plan
Independent opinions on transferring part of stock options and repurchasing and canceling part of restricted 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, I served as a member of the audit committee and remuneration and assessment committee of the Fifth Board of directors of the company during my tenure, 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, the appointment of audit institutions in 2021 and equity incentive 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 by telephone and e-mail, so as 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 tenure, 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 tenure, 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 judgments 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 tenure in 2021. Here, I sincerely thank the company’s management and relevant staff for their active cooperation and full support for my work.
It is hereby reported.
Independent director: Liu Jiancheng April 7, 2022
