Chengdu Jafaantai Education Technology Co.Ltd(300559)
2021 annual report of independent directors
(Duan hancong)
Shareholders and shareholder representatives:
As an independent director of Chengdu Jafaantai Education Technology Co.Ltd(300559) (hereinafter referred to as “the company”), in accordance with the company law, the rules for independent directors of listed companies, the code for corporate governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, the working system of independent directors and other regulations, Be scrupulous, cautious, faithful, diligent and responsible, perform their duties according to law, promote the standardized operation of the company, safeguard the interests of all shareholders, especially small and medium-sized shareholders, and give full play to the role of independent directors. I hereby report my performance as an independent director in 2021 as follows:
1、 Attendance at meetings
During the period from January 1, 2021 to December 31, 2021 (hereinafter referred to as the reporting period), I actively participated in the previous board meetings and shareholders’ meetings held by the company, carefully reviewed the meeting proposals and relevant materials, exercised the voting right with a cautious attitude and fully expressed independent opinions in the daily performance of my duties with the attitude of scrupulous and diligent. I believe that the convening of the board of directors in 2021 is in line with the legal procedures, the relevant approval procedures have been performed for major business matters, which are legal and effective, and the relevant resolutions of the meeting are in line with the overall interests of the company, and do not damage the legitimate interests of all shareholders of the company, especially small and medium-sized shareholders. Therefore, I voted in favour of all proposals of the board of directors, raised no objections, and abstained from voting.
During the reporting period, the company held 6 meetings of the board of directors and 1 general meeting of shareholders in person
The report shows whether the absent directors should attend the meeting of the board of directors in the form of attending the board of directors for two consecutive periods. The second time they did not attend the general meeting in person plus the number of meetings of the board of directors plus the number of meetings of the board of directors
6 4 2 0 0 0 No 1
2、 Independent opinions
In the decision-making process of the board of directors, I use my own knowledge background to express professional opinions on relevant matters, play an active role in making decisions for the board of directors, and strive to safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. During the reporting period, I strictly abide by my duties and, in strict accordance with the requirements of the articles of association, the working system of independent directors and other relevant systems, expressed independent opinions on the following matters together with the other two independent directors of the company:
(I) on January 12, 2021, at the ninth meeting of the third board of directors of the company, the independent opinions with explicit consent were expressed on the plan on repurchasing the company’s shares and the proposal on the achievement of the second phase of the first grant of the restricted stock incentive plan in 2017.
(II) on March 30, 2021, at the 10th meeting of the third board of directors of the company, the proposal on the profit distribution plan in 2020, the self-evaluation report on the company’s internal control, the special report on the deposit and use of raised funds in 2020, and the proposal on the settlement of investment projects with raised funds and the permanent replenishment of working capital with surplus raised funds The proposal on the use of idle self owned funds for cash management, the proposal on the remuneration of directors, supervisors and senior managers in 2020, the proposal on the company’s external guarantee and the occupation of funds by related parties, the proposal on the renewal of the employment of audit institutions in 2020, and the proposal on the company’s external guarantee and the occupation of funds by related parties expressed their independent opinions with explicit consent, The company has issued prior approval opinions and clearly agreed independent opinions on the proposal on the prediction of the company’s daily connected transactions in 2021 and the proposal on the renewal of the appointment of the audit institution in 2021.
(III) on April 26, 2021, at the 11th meeting of the third board of directors of the company, the independent opinions clearly agreed on the proposal on the company applying for comprehensive credit line from the bank and providing joint guarantee and connected transaction by the controlling shareholder were expressed.
(IV) on July 30, 2021, at the 12th meeting of the third board of directors of the company, the company issued clear independent opinions on the special report on the deposit and use of raised funds in the half year of 2021 and the proposal on the report on the company’s external guarantee and the occupation of funds by related parties in the half year of 2021.
(V) on September 28, 2021, at the 13th meeting of the third board of directors of the company, a clear independent opinion was expressed on the proposal on the company applying for comprehensive credit line from the bank and the controlling shareholder providing joint and several guarantee and connected transaction free of charge
3、 Work of the special committee of the board of directors
As the chairman of the nomination committee of the board of directors, I earnestly perform my duties and put forward suggestions to the board of directors on the scale and composition of the board of directors according to the company’s business activities, asset scale and ownership structure in a diligent and responsible manner; Study the selection criteria and procedures of directors, general managers and other senior managers.
As a member of the strategy committee, I earnestly perform my duties and propose suggestions to the board of directors on the size and composition of the board of directors according to the company’s business activities, asset scale and ownership structure in a diligent and responsible manner; Study the selection criteria and procedures of directors, general managers and other senior managers.
4、 On site inspection
During the reporting period, I took advantage of the opportunity to attend the general meeting of shareholders, the board of directors and my free time to make an on-site investigation of the company, understand the operation of the company, the implementation of related party transactions, the use of raised funds and project progress, internal control and financial status, and maintain close contact with other directors, senior executives and relevant staff of the company, Attend the meetings of the board of directors of the company and the meetings of the special committee of the board of directors of which I am a member on time, regularly learn the progress of major matters of the company through face-to-face communication, master the operation of the company, and perform due responsibilities and obligations for the good development of the company.
5、 Work done to protect the legitimate rights and interests of all shareholders
During the reporting period, I continued to pay attention to the company’s information disclosure, so that the company can complete the information disclosure during the reporting period in accordance with the management measures for information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the company’s information disclosure management system. In order to effectively perform the duties of independent directors, I carefully study the laws, regulations and rules related to the standardized operation of listed companies and the performance of duties of independent directors, actively participate in the relevant training organized by the CSRC and stock exchanges, deepen the understanding and understanding of relevant laws and regulations, and effectively strengthen the ability to protect the legitimate rights and interests of the company and shareholders.
6、 Other matters
During the reporting period, the company’s operation was in good condition, the convening and convening of the board of directors and the general meeting of shareholders met the legal procedures, and the relevant procedures were fulfilled for major business decisions. In the process of performing my duties as an independent director, the company actively cooperated, provided favorable conditions such as personnel, materials and on-site office space, and paid attention to and reasonably adopted my suggestions and opinions on relevant matters. Therefore, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, to dismiss the accounting firm, or to independently employ external audit institutions and consulting institutions.
The above is my report on my performance of duties in 2021. In 2022, in the spirit of honesty and diligence, I will continue to pay attention to and understand the situation of the company, fully perform the obligations of independent directors in accordance with the provisions and requirements of laws and regulations and the articles of association, strengthen communication and exchanges with the board of directors, the board of supervisors and the management of the company, give full play to the role of independent directors, and make use of my professional knowledge and experience to contribute to the development of the company, Provide reference for the decision-making of the board of directors, so as to improve the decision-making level and business performance of the company, and resolutely safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Duan hancong April 11, 2022
