Annual report of independent directors in 2021
(independent director: Zhou Zhiwang)
Dear shareholders and their agents
As an independent director of Ife Elevators Co.Ltd(002774) (hereinafter referred to as “the company”), I attach importance to the performance of the duties of independent directors in strict accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent directors in listed companies, the stock Listing Rules of Shenzhen Stock Exchange and other relevant laws, the articles of association, the working system of independent directors and other relevant provisions and requirements of the company, Give full play to the role of independent directors, fulfill their duties and duties diligently, safeguard the overall interests of the company, safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and give better play to the role of independent directors. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held nine meetings of the board of directors. Except for one meeting in the form of communication, I attended the board of directors on site for the other eight times. There was no absence or failure to attend the meeting in person for two consecutive times. At the same time, I also attended all the general meetings of shareholders held by the company in 2021.
Based on the principle of diligence, I exercised my voting rights with a rigorous attitude, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in making scientific decisions for the board of directors of the company. I believe that the convening of the board of directors of the company in 2021 complies with the legal procedures, and the relevant approval procedures have been performed for major business matters, which is legal and effective. I have voted in favor of all the proposals of the board of directors, and there is no objection, objection or waiver.
2、 Independent opinions
According to the guiding opinions on the establishment of independent director system in listed companies and other relevant provisions, as an independent director of the company, I have a necessary understanding of the details of the major matters that need to be decided by the board of directors in advance for the implementation of the resolutions of the general meeting of shareholders and the board of directors in 2021, carefully review them in accordance with relevant laws and regulations, and issue written opinions of independent directors. The details are as follows:
1. On February 8, 2021, at the 26th meeting of the third board of directors held by the company, after careful understanding and verification, I expressed independent opinions on the proposal on the sale of assets and related party transactions. I have carefully reviewed the relevant materials on the sale of assets and related party transactions, and issued a prior approval opinion on the proposal on the sale of assets and related party transactions in accordance with the regulations of Shenzhen Stock Exchange and based on independent position and judgment.
2. On April 6, 2021, at the 27th meeting of the third board of directors held by the company, after careful understanding and verification, I learned about the matters on the capital occupation and external guarantee of controlling shareholders and other related parties in 2020, the evaluation report on internal control in 2020, the self-examination form on the implementation of internal control rules, and the proposal on profit distribution plan in 2020 The special report on the deposit and use of raised funds in 2020, the proposal on renewing the employment of the audit institution in 2021, the proposal on applying for a comprehensive credit line from the bank, the proposal on the remuneration of the company’s directors and senior managers in 2020, the proposal on using idle raised funds to purchase principal guaranteed financial products, the proposal on repurchase and cancellation of restricted shares Independent opinions were expressed on 13 issues, including the proposal on changes in accounting policies, the proposal on the prediction of the company’s daily connected transactions in 2021, and the proposal on the formulation of the shareholder return plan (20212023).
I have carefully reviewed the relevant materials on the renewal of the company’s 2021 financial audit institution and the prediction of the company’s daily connected transactions in 2021, and expressed my prior approval opinions on the proposal on the renewal of the company’s 2021 financial audit institution and the proposal on the prediction of the company’s daily connected transactions in 2021 according to the regulations of Shenzhen Stock Exchange and based on independent position and judgment.
3. On May 19, 2021, at the 29th meeting of the third board of directors held by the company, I carefully understood and verified the proposal on electing candidates for non independent directors of the Fourth Board of directors, the proposal on electing candidates for independent directors of the Fourth Board of directors, and the proposal on remuneration of independent directors of the Fourth Board of directors Independent opinions were expressed in the proposal on using self owned funds for venture capital and the proposal on increasing the forecast of daily connected transactions in 2021.
I have carefully reviewed the relevant materials of increasing the forecast of daily connected transactions in 2021, and issued a prior approval opinion on the proposal on increasing the forecast of daily connected transactions in 2021 according to the regulations of Shenzhen Stock Exchange and based on independent position and judgment.
4. On June 7, 2021, at the first meeting of the Fourth Board of directors held by the company, after careful understanding and verification, I expressed independent opinions on the proposal on the appointment of senior managers of the company. 5. On June 18, 2021, at the second meeting of the Fourth Board of directors held by the company, after careful understanding and verification, I expressed independent opinions on the proposal on signing strategic cooperation agreement and related party transactions with Dongguan Private Investment Group Co., Ltd.
I have carefully reviewed the relevant materials of signing the strategic cooperation agreement and related party transactions with Dongguan Private Investment Group Co., Ltd. and expressed my prior approval opinions on the proposal on signing the strategic cooperation agreement and related party transactions with Dongguan Private Investment Group Co., Ltd. according to the regulations of Shenzhen Stock Exchange and based on my independent position and judgment.
6. On July 16, 2021, at the third meeting of the Fourth Board of directors held by the company, after careful understanding and verification, I expressed independent opinions on the proposal on using idle self owned funds to purchase financial products.
7. On August 26, 2021, at the fourth meeting of the Fourth Board of directors held by the company, after careful understanding and verification, I gave independent opinions on matters concerning the occupation of funds and external guarantee of controlling shareholders and other related parties in the half year of 2021 and special report on the deposit and use of raised funds in the half year of 2021.
8. On October 27, 2021, at the fifth meeting of the Fourth Board of directors held by the company, after careful understanding and verification, I expressed independent opinions on the proposal on increasing the amount of venture capital.
3、 Work of professional committees of the board of directors
In 2021, I served as a member of the audit committee, nomination committee and remuneration and assessment committee of the board of directors. After verification, all professional committees were able to review the relevant major issues of the company in accordance with the provisions and requirements of laws, regulations and normative documents, and put forward the opinions of the professional committee to the board of directors after reaching opinions.
4、 On site investigation in the company
In 2021, I went to the company to investigate and understand the production and operation of the company, and effectively performed the duties of independent directors. Through telephone and e-mail, keep close contact with other directors, senior managers and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, pay attention to the media and network reports of the company, timely learn the progress of major matters of the company and master the operation dynamics of the company. For major matters that need to be decided by the board of directors, in addition to carefully reviewing the information introduced and materials provided by the company in advance, take time to visit the company as far as possible to exercise the voting right independently, objectively and prudently.
5、 Work done in protecting the legitimate rights and interests of investors
1. In 2021, I actively urged the company to truly, accurately, timely and completely fulfill the obligation of information disclosure in strict accordance with the requirements of the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and the information disclosure management system; At the same time, actively promote the company’s investor relations management, ensure the equality and openness of investor relations management activities, protect the right to know of investors, especially small and medium-sized shareholders, and safeguard the interests of the company and shareholders. 2. In 2021, I carefully reviewed various materials provided by the company, made independent and impartial judgments in combination with my professional knowledge and work experience, deeply understood the company’s production and operation, financial management and internal control system construction, strictly performed the duties of independent directors, objectively expressed the opinions of independent directors, exercised voting rights independently, objectively and prudently, and promoted the scientific decision-making of the board of directors, It has improved the company’s operation ability and decision-making level, and earnestly safeguarded the interests of the company and the majority of investors.
3. In order to effectively perform the duties of independent directors and give full play to the role of independent directors, I actively study the laws, regulations and relevant systems of China Securities Regulatory Commission and Shenzhen Stock Exchange, form the awareness of protecting the rights and interests of investors, improve my ability to perform my duties, and provide better opinions and suggestions for the company’s scientific decision-making and risk prevention. 6、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant regulations, actively participated in various forms of training and learning activities of regulatory authorities and the company, comprehensively understood various systems of the management of listed companies, continuously improved my professional level and ability to perform my duties, and formed the awareness of consciously safeguarding the legitimate rights and interests of public shareholders, Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, promote the company’s further standardized operation, and effectively safeguard the rights and interests of the company and all shareholders.
7、 Other working conditions
(I) no independent directors proposed to convene the board of directors;
(II) no independent director proposed to dismiss the accounting firm;
(III) there is no external audit institution or consulting institution employed by independent directors.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. In 2022, I will continue to perform the obligations of independent directors prudently and objectively in the spirit of integrity and diligence and in strict accordance with relevant laws and regulations, the articles of association and other relevant provisions and requirements. Give full play to the supervisory role of independent directors in the company’s operation, decision-making and major matters, provide more decision-making basis for the board of directors, improve the decision-making efficiency of the board of directors and improve the management level of the company. Resolutely safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
Hereby report!
(no text below)
(there is no text on this page, which is the signature page of the 2021 annual report of Ife Elevators Co.Ltd(002774) independent directors)
Independent director: Zhou Zhiwang April 6, 2022
