Suzhou Anjie Technology Co.Ltd(002635)
Report on the work of independent directors in 2021 (Zhang Wei)
As an independent director of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as ” Suzhou Anjie Technology Co.Ltd(002635) ” or “the company”), I perform the duties of independent director and earnestly exercise the rights conferred by the company in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange, the articles of association and the provisions and requirements of relevant laws and regulations, Timely understand the company’s production and operation information, pay full attention to the company’s development, actively attend the relevant meetings held by the company in 2021, express independent and objective opinions on relevant matters considered by the company’s board of directors, faithfully perform their duties, give full play to the independent role of independent directors, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. In accordance with the provisions on strengthening the protection of the rights and interests of shareholders of social public shares issued by the CSRC and the relevant requirements of the company’s chapter, the performance of the duties of independent directors in 2021 is reported to all shareholders as follows:
1、 My attendance at the board of directors and general meeting of shareholders in 2021
1. My attendance at the board meeting in 2021 is as follows:
Number of meetings of the board of directors held during the term of office, number of times of attending the board of directors in person, number of times of attending the board of directors entrusted
14 14 14 0
In 2021, with a diligent and conscientious working attitude, I carefully reviewed the meeting and relevant materials, actively participated in the discussion of various topics and put forward reasonable suggestions, earnestly fulfilled the loyalty and diligence obligations of independent directors, and played a positive role in the correct and scientific decision-making of the board of directors.
2. My attendance at the general meeting of shareholders in 2021 is as follows:
Number of shareholders’ meetings held this year number of shareholders’ meetings that should be attended this year actual number of shareholders’ meetings attended
3 3 3
2、 Independent opinions in 2021
In 2021, I carefully understood and examined the company’s business activities, carefully deliberated the proposals of the company’s board of directors, and expressed independent opinions on the following matters:
Date of meeting name of matter comments
type
2021.1.13 the fourth session of the board of directors agreed to adjust the investment items of funds raised by non-public offering of shares in 2020
Independent opinions on the actual amount of funds raised at the 21st Meeting
On the use of raised funds to replace pre invested projects and paid dividends
Independent opinions on self financing of bank fees
On increasing the implementation subjects of some raised investment projects and using the raised funds to
Independent opinions on the implementation of fund-raising investment projects by borrowing provided by foreign-funded subsidiaries
Independent opinions on the use of temporarily idle raised funds for cash management
Independent opinions on changing part of the special account for raised funds
2021.1.21 the 22nd Meeting of the 4th board of directors agreed on the independent opinions on the transfer of part of the equity of subsidiaries and related party transactions
2021.3.2 independent opinion of the 4th board of directors on using letter of credit and self owned foreign exchange to pay for the investment of raised funds and agreeing to replace the project funds of the 24th meeting with the raised funds in the same amount
Independent opinions on the company’s 2020 profit distribution plan
Self evaluation report on internal control in 2020 and
Independent opinions on the self inspection and implementation form of the Ministry of control rules
Special report on the deposit and use of raised funds in 2020
Opinions of the 4th board of directors
2021.3.25 independent opinions on the remuneration of directors, supervisors and senior managers of the company in 2020 at the 25th meeting
About the capital transactions between the company and related parties, the company’s accumulated and current external guarantee
Independent opinions on the special description of the situation
Independent opinions on repurchasing the company’s shares
Independent opinions on changes in accounting policies
2021.6.28 the 27th meeting of the 4th board of directors agreed on the independent opinions on carrying out commodity futures hedging business
Independent decision of the 4th board of directors on determining the purpose of repurchased shares and canceling all repurchased shares
2021.7.13 the 28th meeting agreed to the independent opinions on the share repurchase plan of the company
Independent of the company’s funds occupied by controlling shareholders and other related parties
2021.8.27 the Fourth Board of directors agreed to the independent opinions of the 29th meeting on the external guarantee of the company
Independent opinions on the deposit and use of raised funds in the half year of 2021
2021.9.3 the 30th meeting of the Fourth Board of directors agreed on the independent opinions on capital increase to holding subsidiaries and related party transactions
On increasing the implementation subjects of some raised investment projects and using the raised funds to
The wholly-owned subsidiary of the Fourth Board of Directors provided independent opinions on the implementation of raised investment projects with loans
On September 29, 2021, the 31st meeting agreed to adjust the investment amount between different implementing entities of the same raised investment project and adjust the use of raised funds to provide loans to wholly-owned subsidiaries for raising funds
Independent opinion on the loan amount of the investment project
202110.26 the 32nd meeting of the Fourth Board of directors agreed on the independent opinion on the appointment of audit institutions in 2021
Independent opinions of the 4th board of directors on capital increase to holding subsidiaries and related party transactions
202111.23 the 33rd meeting agreed to the independent opinions on changing part of the special account for raised funds
On the company’s investment and financial management with its own funds in 2022
separate opinion
Independent report on the company’s foreign exchange hedging business in 2022
opinion
Notice on the company’s commodity futures hedging business in 2022
202112.24 the fourth session of the board of directors agreed to the independent decision of the 34th meeting on the use of some temporarily idle raised funds for cash management
Opinions
About increasing the company’s daily related party transactions in 2021 and 2022
Independent opinions on the prediction of daily connected transactions in the year
On the company’s intention to cooperate with professional investment institutions in investment and related party transactions
separate opinion
3、 Site office conditions
As an independent director of the company, I actively and effectively performed my duties as an independent director in 2021. Together with other directors and senior managers of the company, I went to the company for on-site investigation for many times, focusing on the inspection of the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors, and communicated with relevant personnel of the company to understand the situation and conduct on-site investigation, Get the information you need to make a decision.
4、 Work of special committees of the board of directors
During the reporting period, I served as chairman of the audit committee of the board of directors and member of the nomination committee of the board of directors. During the reporting period, he participated in the meeting of the audit committee of the board of directors. The audit committee of the board of directors of the company audited the deposit and use of the company’s raised funds, related party transactions, external guarantees, securities investment, venture capital, external financial assistance, purchase and sale of assets, external investment, major capital transactions and related party capital transactions, and fully fulfilled the responsibilities of independent directors.
5、 Annual report preparation and communication
During the preparation and disclosure of the company’s 2021 annual report, I listened carefully to the report of the company’s management on the annual operation and the progress of major issues, communicated with the audit committee of the board of directors, understood the audit work arrangement and the focus scope of the audit work of the company’s 2021 annual report, and required the audit institutions to pay close attention to the new requirements of the CSRC and other regulatory authorities on the audit of the annual report of listed companies, And conducted effective communication on the problems found in the audit process to ensure that the audit report fully reflects the real situation of the company.
6、 Work done in protecting the rights and interests of investors
1. In 2021, I continued to study laws, regulations and rules and regulations, especially focusing on the understanding and understanding of laws and regulations related to standardizing the corporate governance structure and protecting the legitimate rights and interests of social public shareholders, improving the ideological awareness of protecting the rights and interests of the company and social public shareholders, and strengthening the ability to protect the company and investors;
2. In 2021, as an independent director of the company, with an attitude of being responsible for investors, I earnestly and diligently performed the duties of an independent director, carefully investigated major matters of the company, carefully expressed opinions according to my professional knowledge, and exercised voting rights independently and objectively;
3. Carefully supervise and inspect the authenticity, accuracy, timeliness and integrity of the company’s information disclosure. Supervise the company to perform the information disclosure in a true, accurate, complete and timely manner in strict accordance with the laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, as well as the relevant provisions of the company’s information disclosure management system and the articles of association, so as to effectively protect the interests of the majority of investors;
4. Supervise and verify the performance of directors and senior executives, promote the scientific and objective decision-making of the board of directors, and effectively safeguard the interests of the company and the majority of public shareholders.
7、 Other situations
During the reporting period, there was no proposal to convene the board of directors, propose to convene an extraordinary general meeting of shareholders to the board of directors, and independently employ external audit institutions and consulting institutions.
8、 Contact information
Name: Zhang Wei
Email: zw Brightgene Bio-Medical Technology Co.Ltd(688166) 02163.com.
The above is my report on my performance of duties in 2021. In 2022, I will spare more time to understand the company’s business, study laws and regulations and documents on strengthening the supervision of listed companies, continue to maintain an independent and objective position, carefully, diligently and faithfully perform the duties of independent directors, and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially the majority of minority shareholders.
At the same time, I would like to express my heartfelt thanks to the company and relevant personnel for their active and effective cooperation and support in the work of 2021!
independent director:
