Fullink Technology Co.Ltd(301067)
Report on the work of independent directors in 2021
As an independent director of Fullink Technology Co.Ltd(301067) (hereinafter referred to as “the company”), during the reporting period, in strict accordance with the company law, the rules for independent directors of listed companies, the articles of association, the working system of independent directors of the company and other relevant provisions, I earnestly performed the duties of independent directors, scrupulously performed my duties, performed my duties diligently, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company, Give full play to the role of independent directors and professional committees, and earnestly safeguard the legitimate rights and interests of the company and all shareholders. The work in 2021 is reported as follows:
1、 Attendance and voting
The company now has two independent directors, more than one-third of the total number of five directors of the company, which meets the requirements of listed companies to establish an independent director system.
(I) attendance
During the performance of duties, the company operated normally, the convening of meetings of the board of directors and the general meeting of shareholders complied with legal procedures, and major business decisions were performed in accordance with laws and regulations. I have carefully studied and deliberated various proposals of the board of directors, and found no violation of laws and regulations, and no harm to the interests of shareholders, especially small and medium-sized shareholders. Therefore, I have no objection to the proposal.
During the performance of duties, the company held 6 meetings of the board of directors. I personally attended 6 meetings of the board of directors by on-site or communication, and I was not absent and did not entrust other independent directors to attend the meeting and exercise voting rights.
During the performance of duties, the company held three general meetings, including the 2020 annual general meeting, the first extraordinary general meeting in 2021 and the second extraordinary general meeting in 2021.
During the performance of duties, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and I did not raise any objection to various proposals and other matters of the company.
(II) attendance at professional committees
As the convener (or member) of the second audit committee and the second remuneration and assessment committee, I actively participate in the audit group
In 2021, the audit committee reviewed the company’s proposal on the company’s connected transactions in 2020, the proposal on the expected daily connected transactions in 2021, the proposal on the company’s financial report in 2020, the proposal on the company’s renewal of the appointment of external auditors in 2021, the proposal on revising some systems of the company, and the proposal on using some idle raised funds and self owned funds for cash management The proposal on adjusting the implementation subject and location of some investment projects with raised funds, the proposal on the company’s report for the third quarter of 2021 and other matters, understand in detail the company’s financial status and operation, and supervise the company’s financial status and operation; In the process of annual audit, I communicated with the certified public accountant for annual audit to understand the audit work arrangement, audit focus and audit progress. The 2021 annual remuneration and assessment committee meeting reviewed the proposal on the remuneration of the company’s directors and supervisors in 2021, the proposal on the remuneration of the company’s senior managers in 2021 and the proposal on the company’s restricted stock incentive plan (Draft) and its summary, reviewed the company’s annual performance assessment standards, and supervised and verified the remuneration and allowance payment of the company’s directors and senior managers, Ensure compliance with laws and regulations, normative documents and the requirements of the company’s system, as well as the resolutions of the board of directors and the general meeting of shareholders.
2、 Independent opinions
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, I have carefully understood and supervised the operation of the company in 2021. During the meeting of the board of directors, I carefully considered various proposals and expressed independent opinions on relevant matters of the company. The specific situation is as follows:
1. On January 26, 2021, at the 7th Meeting of the second board of directors of the company, the remuneration of directors and supervisors of the company in 2021, the remuneration of senior managers of the company in 2021, the expected daily connected transactions of the company in 2021, the company’s application for credit and guarantee from Citibank, connected guarantee, the company’s application for credit and guarantee from DBS Bank, connected guarantee, confirmation of connected transactions of the company in 2020, self-evaluation report on internal control of the company He expressed independent opinions on the renewal of the company’s audit institution in 2021.
2. On September 24, 2021, at the 10th meeting of the second board of directors of the company, independent opinions were expressed on the company’s use of its own funds for entrusted financial management, the company’s use of some idle raised funds for cash management, the adjustment of the implementation subject and location of some raised funds investment projects, and the proposal on carrying out foreign exchange hedging business.
3. On December 16, 2021, at the 12th meeting of the company’s second board of directors, the company expressed independent opinions on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the company’s measures for the assessment and management of the implementation of 2021 restricted stock incentive plan, the request to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the use of some over raised funds to permanently supplement working capital.
3、 On site investigation of the company
In 2021, I went to the company and the production base for field visits and communication for many times to track and understand the production, operation and financial status of the company; 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 relevant reports of the media and network on the company, and learn the progress of major matters of the company in time. At the same time, as the convener of the nomination committee, I am deeply and widely familiar with and understand the situation of the company’s directors and senior managers through my daily work and the participation of the board of directors and the general meeting of shareholders, so as to better understand the situation and make effective nomination opinions in the nomination of directors and senior managers.
4、 Work done to protect the legitimate rights and interests of shareholders
1. Pay attention to the standardized operation and daily operation of the company
During the reporting period, I continued to pay attention to the company’s standardized operation and daily business decisions, and actively and effectively communicated with the company’s directors, executives and supervisors on relevant matters, so as to obtain the information and materials required for making decisions, and timely understand the company’s production and operation status and possible business risks.
2. Pay attention to the standardization of the company’s information disclosure
During the reporting period, I timely understood the company’s daily business status and possible business risks, urged the company to perform the obligation of information disclosure in strict accordance with the relevant laws and regulations on information disclosure of Shenzhen Stock Exchange and the relevant provisions of the company’s internal information disclosure management system, and ensured the authenticity, accuracy, timeliness and integrity of the company’s information disclosure in 2021, To ensure that all shareholders have a timely understanding of the company’s operating conditions.
3. Training and learning
As an independent director of the second board of directors of the company, I have obtained the qualification certificate of independent director and have a comprehensive understanding of various systems of the company’s management.
By actively participating in the relevant training organized by the company and the sponsor in various ways and continuously learning, I have deepened my understanding and understanding of relevant laws and regulations, and improved my ability to perform my duties as an independent director of the company and protect the interests of the company and shareholders.
5、 Other matters
In 2021, 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 and information disclosure obligations were fulfilled for major business decisions. Therefore, in 2021, I did not propose to convene the board of directors, dismiss the accounting firm, independently hire external audit institutions and consulting institutions, and propose to convene an extraordinary general meeting of shareholders to the board of directors.
Finally, I would like to thank the relevant personnel of the company for their support and cooperation in my work. I will continue to earnestly perform the duties of independent directors, give full play to the role of independent directors and earnestly safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, with an attitude of integrity and diligence and in accordance with the requirements of relevant laws, regulations and relevant systems of the company.
I hereby report my work.
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independent director:
Hao Ying
Mm / DD / 2022
