Leyard Optoelectronic Co.Ltd(300296)
Report on the work of independent directors in 2021
(Ye Jinfu)
Dear shareholders and shareholder representatives
I have been elected as an independent director of the company by the shareholders' meeting of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as "the company"). In 2021, I strictly followed the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), and the Listing Rules of Shenzhen Stock Exchange gem Relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the relevant provisions and requirements of the company's working system for independent directors have faithfully and diligently performed the duties of independent directors, actively participated in the meetings that should be attended, carefully considered various proposals, objectively expressed their views, and expressed independent opinions on major matters of the company according to relevant regulations, The role of independent directors has been brought into better play.
I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at company meetings
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors and shareholders' meeting held by the company, carefully reviewed and actively discussed various proposals, put forward many reasonable suggestions, and fulfilled the obligations of independent directors. I believe that the convening and convening of the board of directors, special committees and general meeting of shareholders in 2021 comply with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
In 2021, the company held 19 meetings of the board of directors, 3 general meetings of shareholders and 2 meetings of bondholders of "Lide convertible bonds". I personally attended 19 meetings of the board of directors, 3 general meetings of shareholders and 2 meetings of bondholders, and there was no absence or entrustment of other directors to attend the meeting.
Carefully considered the proposals submitted to the board of directors and the general meeting of shareholders, maintained full communication with the company's management, put forward many reasonable suggestions, and exercised the voting right with a cautious attitude. I believe that the convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant approval procedures have been performed for major matters, which are legal and effective. Therefore, I voted in favour of all proposals and other matters of the board of directors of the company in 2021, There is no objection, objection or waiver.
2、 Independent opinions
During my tenure in the company in 2021, I expressed independent opinions on the following matters and diligently performed the duties of independent directors:
1. The company held the 15th meeting of the Fourth Board of directors on January 8, 2021. I carefully reviewed the matters on terminating the capital increase and share expansion of subsidiaries discussed at the meeting, and expressed my agreed independent opinions.
2. The company held the 16th meeting of the Fourth Board of directors on January 28, 2021. I carefully reviewed the share repurchase plan of the company considered at the meeting and expressed my agreed independent opinions.
3. The company held the 17th meeting of the Fourth Board of directors on March 30, 2021. I made comments on the company's profit distribution plan for 2020, the special report on the deposit and actual use of raised funds in 2020, the self-evaluation report on internal control in 2020, the compensation plan for directors and senior managers, changes in accounting policies, the statement of unfulfilled performance commitments of Lvyi lighting engineering (Shanghai) Co., Ltd. in 2020 In 2020, the company carefully reviewed the fund occupation and external guarantee of the company's related parties, and expressed agreed independent opinions; The company has carefully reviewed the renewal of the accounting firm, the application for credit from the bank by the company and its subsidiaries, the guarantee and related party transactions provided by related parties for the company, and the prediction of daily related party transactions in 2021, and issued prior approval opinions and agreed independent opinions.
4. The company held the 18th meeting of the 4th board of directors on March 31, 2021. I carefully reviewed the equity restructuring of the subsidiary natural point, Inc. to Leyard Optoelectronic Co.Ltd(300296) Hong Kong, and expressed my agreed independent opinions.
5. The company held the 19th meeting of the 4th board of directors on April 8, 2021. I carefully reviewed the postponement of some investment projects with raised funds considered at the meeting and expressed my agreed independent opinions. 6. The company held the 20th meeting of the Fourth Board of directors on April 12, 2021. I carefully reviewed the related party guarantee provided by the company for the joint venture discussed at the meeting, and issued the prior approval opinions and agreed independent opinions.
7. The company held the 23rd Meeting of the Fourth Board of directors on May 31, 2021. I carefully reviewed the company's implementation of 2021 employee stock ownership plan and 2021 restricted stock incentive plan reviewed at the meeting, and expressed my agreed independent opinions.
8. The company held the 24th Meeting of the Fourth Board of directors on June 22, 2021. I carefully reviewed the issues discussed at the meeting, such as the company and its subsidiaries applying for credit to the bank and the related party providing guarantee for the company and its subsidiaries and related party transactions, changing the purpose of some raised funds and increasing capital to the new implementation subject and reducing capital to the original implementation subject, and canceling the issuance of shares to specific objects, And expressed an independent opinion.
9. The company held the 26th meeting of the 4th board of directors on July 16, 2021. I carefully reviewed the issue of the company granting restricted shares to incentive objects discussed at the meeting, and expressed my agreed independent opinions.
10. The company held the 28th meeting of the Fourth Board of directors on August 19, 2021. I made a special report on the deposit and actual use of the company's raised funds in the half year of 2021, the occupation of the company's funds and external guarantees by the company's controlling shareholders and other related parties in the half year of 2021 The company applied to the bank for credit extension, and the related party provided guarantee for the company and related party transactions, as well as the company provided guarantee for the financing business of the wholly-owned subsidiary and counter guarantee for the third-party guarantee institution. The company carefully reviewed and expressed its agreed independent opinions. 11. The company held the 29th meeting of the 4th board of directors, the 30th meeting of the 4th board of directors, the 31st meeting of the 4th board of directors and the 32nd meeting of the 4th board of directors on September 9, 2021, October 11, 2021, October 26, 2021 and December 3, 2021 respectively. I carefully reviewed the company's application for credit from the bank and the guarantee provided by related parties and related party transactions discussed at the meeting, And expressed an independent opinion.
12. The company held the 33rd meeting of the Fourth Board of directors on December 30, 2021. I carefully reviewed the company's application for credit from the bank, the guarantee provided by related parties and related party transactions, as well as the establishment of public welfare funds and related party transactions, and expressed my agreed independent opinions.
3、 Performance of special committees
The board of directors of the company has established four special committees: audit, nomination, salary and assessment and strategy.
The performance of duties in 2021 is as follows:
1. Remuneration and assessment committee
As the convener of the remuneration and assessment committee of the board of directors, I actively performed my duties, put forward reasonable suggestions on the optimization of the remuneration of directors, supervisors, senior managers and the company as a whole, supervised the implementation, and earnestly performed the duties of the members of the remuneration and assessment committee. Two meetings were held with the Remuneration Committee during the period of the board of directors:
(1) The second meeting of the remuneration and assessment committee of the Fourth Board of directors on March 30, 2021
Deliberated the proposal on the remuneration scheme of the company's directors, supervisors and senior managers in 2021. (2) The third meeting of the remuneration and assessment committee of the Fourth Board of directors on May 31, 2021
The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary and the proposal on the company's measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan were reviewed.
2. Audit Committee
As the convener of the audit committee of the board of directors of the company, I have earnestly performed the duties of independent directors, standardized the operation of the company and improved the construction of internal control. During the reporting period, the audit committee of the board of directors held 11 meetings:
(1) The 11th meeting of the audit committee of the Fourth Board of directors on March 30, 2021
Having reviewed the 2020 annual report and its summary, the 2020 annual financial statement report, the 2020 annual audit report, the proposal on the company's 2020 profit distribution plan, the 2020 internal control self-assessment report, the proposal on the renewal of the appointment of the accounting firm, the proposal on the company and its subsidiaries applying for credit from the bank and providing guarantee and related party transactions for the company Proposal on the prediction of the company's daily connected transactions in 2021, internal audit report in 2020 and internal audit work plan in 2021. (2) The 12th meeting of the audit committee of the Fourth Board of directors on April 12, 2021
Deliberated the proposal on providing related party guarantee for joint ventures.
(3) The 13th meeting of the audit committee of the Fourth Board of directors on April 23, 2021
Reviewed the report of the first quarter of 2021 and the report on internal audit work of the first quarter of 2021.
(4) The 14th meeting of the audit committee of the Fourth Board of directors on May 7, 2021
Having considered the internal control evaluation system.
(5) The 15th meeting of the audit committee of the Fourth Board of directors on June 22, 2021
The proposal on the application of the company and its subsidiaries for credit extension to banks and the provision of guarantees and related party transactions by related parties for the company and its subsidiaries was reviewed.
(6) The 16th meeting of the audit committee of the Fourth Board of directors on August 19, 2021
Reviewed the semi annual report of 2021 and its abstract, the special report on the deposit and actual use of raised funds in the semi annual of 2021, the proposal on the company's application for credit from the bank and the related party providing guarantee and related party transaction for the company, and the semi annual internal audit report of 2021.
(7) The 17th meeting of the audit committee of the Fourth Board of directors on September 9, 2021
Deliberated the proposal on the company's application for credit from the bank and the related party providing guarantee for the company and related party transactions.
(8) The 18th meeting of the audit committee of the Fourth Board of directors on October 11, 2021
Deliberated the proposal on the company and its subsidiaries applying for credit from the bank and providing guarantee and related party transactions by related parties.
(9) The 19th meeting of the audit committee of the Fourth Board of directors on October 26, 2021
Reviewed the report of the third quarter of 2021, the proposal on the company applying for credit from the bank and providing guarantee and connected transactions by connected persons, and the internal audit report of the third quarter of 2021.
(10) The 20th meeting of the audit committee of the Fourth Board of directors on December 3, 2021
Deliberated the proposal on the company applying for credit from the bank and providing guarantee and related party transactions by related parties. (11) The 21st Meeting of the audit committee of the Fourth Board of directors on December 30, 2021
Deliberated the proposal on the company applying for credit from the bank and providing guarantee and related party transactions by related parties, and the proposal on the establishment of public welfare funds and related party transactions.
3. Site investigation
In 2021, I made full use of the opportunity to participate in the special committee of the board of directors, the board of directors and the general meeting of shareholders to have an in-depth understanding of the company's operation and major events, timely understand the possible risks, express opinions on the board of directors, exercise my powers, and ensure the objectivity and rationality of the decisions of the board of directors. In addition, we actively understand the production, operation and operation of the company through investigation, video conference, telephone and other means, pay timely attention to the impact of the external environment on the company, supervise and urge the standardized operation of the company, and offer advice and suggestions for the steady and long-term development of the company. 4、 Other work done in protecting the rights and interests of investors
1. Information disclosure. Supervise the company to disclose information truthfully, accurately, completely, timely and fairly in strict accordance with the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies and other laws and regulations, as well as the relevant provisions of the information disclosure system.
2. Work in operation and management. In strict accordance with the requirements of relevant laws and regulations and the company's system, maintain the independence of independent directors and actively supervise the operation and management activities of the company; Always perform various duties diligently, pay attention to the establishment and improvement of the company's internal governance structure, supervise the implementation of the resolutions of the board of directors and the general meeting of shareholders, and protect the legitimate rights and interests of investors, especially small and medium-sized shareholders.
5、 Training and learning
Since becoming an independent director of the company, I have carefully studied the company law, securities law, relevant laws and regulations issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, continuously improved my ability to perform my duties, promoted the standardized operation of the company and cultivated the awareness of protecting the rights and interests of minority shareholders.
6、 Other working conditions
1. No proposal to convene the board of directors;
2. No proposed employment or dismissal of accounting firms;
3. There is no independent engagement of external audit institutions and consulting institutions.
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.
Looking forward to 2022, I will continue to be diligent and conscientious, use my professional knowledge and rich experience to provide more constructive suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Hereby report, thank you!
Independent director: ye Jinfu April 14, 2022
