Netac Technology Co.Ltd(300042)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of the 5th board of directors of Netac Technology Co.Ltd(300042) (hereinafter referred to as “the company”), I (Qiu Xiaping) have been in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the self regulatory supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and several provisions on strengthening the protection of the rights and interests of shareholders of social public shares In accordance with the provisions and requirements of the articles of association, the company’s independent director system and other relevant laws, regulations, rules and regulations, the company earnestly performed the duties of independent directors in 2021, participated in the board meeting held by the company, carefully considered various proposals of the board of directors and special committees, expressed independent opinions on major matters of the company, and gave full play to the role of independent directors and special committees. I can fulfill my duties and be diligent. On the one hand, strictly review the relevant matters submitted by the company to the board of directors, safeguard the interests of the company, especially the minority shareholders, and promote the standardized operation of the company; On the other hand, give full play to my professional advantages and actively pay attention to and participate in the development of the research company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at board meetings
In 2021, the Fifth Board of directors of the company held 11 board meetings, all of which were attended by me in person. I kept full communication with the company’s management and put forward many rationalization suggestions. I carefully considered the proposals submitted to the board of directors, exercised the voting right with a cautious attitude, actively participated in the discussion and put forward rationalization suggestions during the meeting, played a positive role in making scientific decisions for the board of directors, and voted in favour of the proposals considered by the board of directors.
2、 Performance of duties in the special committee of the board of directors
The 5th board of directors of the company consists of four special committees: Strategy Committee, audit committee, remuneration and assessment committee and Nomination Committee. I am the convener of the nomination committee of the 5th board of directors and a member of the audit committee.
In 2021, the company completed the appointment of executive directors and supervisors, the appointment of senior executives and the addition of non independent directors to its subsidiaries. The nomination committee meeting deliberated and nominated candidates. As the convener of the nomination committee, I organized and held relevant meetings, carefully considered the proposals submitted to the nomination committee of the board of directors, and put forward the opinions of the special committee to the board of directors after reaching opinions, Played the role of the nomination committee. The details are as follows:
No. name of the meeting, time of holding, contents of deliberation, and personal objections
1. Review on the report of the State Council on
Proposal on appointing executive directors and supervisors by the nomination committee of the 5th board of directors on January 26, 2021
1. On the first day of 2021 2. Review of the report on
(Interim) proposal on appointing executive directors and supervisors at the meeting
On April 15, 2021, the nomination committee of the 5th board of directors deliberated on the waiting list for the nomination of chief financial officer
2. Proposal on the election of members of the board on the second day of 2021
(regular) meetings
Oppose the proposal on nominating Mr. Feng Xiaoyong as a candidate for non independent directors of the company. Reasons for opposition: candidate Feng xiao1 Deliberation on the proposal of the nomination committee of the 5th board of directors of Shanghai Saixu Network Information Technology Co., Ltd. on August 18, 2021 on the nomination of Mr. Zhou Fuchi Yong as the legal representative and executive director of Shanghai Saixu Network Information Technology Co., Ltd. On the third day of 2021, Shanghai Saixu Network Information Technology Co., Ltd. has three members. 2. Review the provisions of paragraph 1 of Article 111 on nominating Mr. Feng Xiaoyong Co., Ltd. as a candidate for non independent directors of the company due to violation of the second (Interim) meeting of the company law, The business license was revoked on June 14, 2021. According to paragraph (IV) of Article 146 of the company law, Feng Xiaoyong should not be nominated as a candidate for non independent director of the company.
Nomination Committee of the 5th board of directors 1. Deliberating on the nomination of vice president of the company
4. The fourth meeting of the board of members in 2021 and the proposal on December 15, 2021
(Provisional) meeting day 2. Review of the report on
Proposal on appointing executive directors and supervisors
The audit committee of the board of directors of the company held four meetings. As a member of the audit committee of the board of directors, I personally attended the above meetings, carefully considered the proposals submitted to the special committee in accordance with the relevant requirements of the rules of procedure of the special committee, and put forward the opinions of the special committee to the board of directors after reaching the opinions, which played the role of the audit committee.
I have voted in favor of the proposals submitted to the audit committee of the board of directors. The details are as follows:
No. name of the meeting, time of holding, content of review
1. Review the 2020 annual financial report
2. Deliberating on the proposal on reappointment of Dahua Certified Public Accountants (the audit committee of the Fifth Board of directors of special & Poor’s partnership in 2021) as the company’s audit institution in 2021, the first (regular) meeting of one year on April 15, 2021 3. Deliberating on the proposal on the company’s provision for asset impairment in 2020
4. Review the work summary of internal audit department in 2020
5. Review the 2021 annual work plan of the internal audit department
The audit committee of the 5th board of directors reviewed the financial statements for the first quarter of 2021
On April 21, 2021, the second (Interim) meeting in two years considered the work summary of the internal audit department in 2020
3. Review the 2021 annual work plan of the internal audit department
The audit committee of the 5th board of directors reviewed the financial report for the half year of 2021
The third (regular) meeting of three years on August 23, 2021 2. Review the work summary of the internal audit department for the half year of 2021
3. Review the work plan of the internal audit department for the third quarter of 2021
The audit committee of the 5th board of directors reviewed the financial statements for the third quarter of 2021
On October 27, 2021, the fourth (Interim) meeting in four years 2. Review the work summary of the internal audit department in the third quarter of 2021 3. Review the work plan of the internal audit department in the fourth quarter of 2021
Serial number publication date session type main content
Independent opinion of the seventh session of the 5th board of directors on the issuance of year-end bonus for senior executives in 2020 1 independent opinion on February 5, 2021
(Provisional) see you at the meeting
Opinions on prior approval of renewal of Dahua Certified Public Accountants (special general contract)
(2) the proposal of the company’s audit institution in 2021 and its independent opinions
First approval opinions and independent opinions
Independent opinions on the company’s internal control evaluation report in 2020
opinion
Independent opinions on the deposit and use of raised funds in 2020
2 see you on April 25, 2021
(regular) meetings
Independent opinions on capital occupation and external undertaking of the company’s related parties in 2020
Independent opinion on insurance situation
Independent opinions on profit distribution and conversion of capital reserve into shares in 2020
Independent opinions on this plan
About the shareholder return plan for the next three years (20212023)
