Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Report on the work of independent directors in 2021
Dear shareholders and their agents
As an independent director of Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”), In strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (the guidelines for standardized operation of listed companies of the former Shenzhen Stock Exchange) In accordance with the provisions and requirements of Suzhou Huaya Intelligence Technology Co.Ltd(003043) articles of association, information disclosure management system and other relevant laws, regulations and rules, the company conscientiously performed the duties of independent directors, gave full play to the role of independent directors, and safeguarded the interests of the company and shareholders, especially public shareholders and small and medium-sized shareholders.
I hereby report on the performance of the duties of independent directors in 2021 as follows:
1、 Attendance at meetings of the board of directors and the general meeting of shareholders
In 2021, the company held 8 board meetings. My attendance at the meeting is as follows:
Number of meetings of the board of directors held during the reporting period (Times) 8
The directors shall attend the meeting in person, whether they are absent from the meeting without name for two consecutive times, number of seats, number of seats, number of times of attending the meeting in person
independent
Ma Yahong 8 800 no
director
During the performance of my duties, I worked diligently and actively attended the meeting of the board of directors, and voted in favour of the relevant proposals considered at the fourth, fifth, sixth, seventh, eighth, ninth, tenth and eleventh meetings of the second board of directors held in 2021.
In 2021, the company held three general meetings, i.e. the 2020 annual general meeting held on February 9, 2021 and the first extraordinary general meeting of 2021 held on May 7, 2021
At the second extraordinary general meeting of shareholders in 2021 held on October 10, I personally attended all the general meetings of shareholders held in 2021, expressed concern about the major issues of the company and expressed my own opinions. At the same time, we listened carefully to the opinions and suggestions of the participating shareholders.
2、 Independent directors’ participation and expression of independent opinions in 2021
1. The fourth meeting of the second board of directors held on January 12, 2021, Independent opinions were expressed on the company’s proposal on the profit distribution plan for 2020, the proposal on the remuneration of directors and supervisors in 2020, the proposal on the remuneration of senior managers in 2020, the proposal on the remuneration of directors and supervisors in 2021, the proposal on the remuneration of senior managers in 2021, and the proposal on the renewal of the company’s audit institution in 2020.
2. The sixth meeting of the second board of directors was held on April 19, 2021. Independent opinions were expressed on such matters as the proposal on replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds, the proposal on using some idle raised funds for cash management, and the proposal on using bank bills to pay for raised investment projects and replacing them with raised funds in equal amount.
3. The ninth meeting of the second board of directors held on August 24, 2021 expressed independent opinions on the company’s special report on the occupation of the company’s funds by the company’s controlling shareholders and other related parties, special instructions on the company’s external guarantees, and special report on the deposit and use of the company’s raised funds in the half year of 2021.
4. The 11th meeting of the second board of directors was held on December 27, 2021, and expressed independent opinions on the matter of the company’s renewal of the company’s audit institution in 2021.
3、 Performance of special committees
As a member of the audit committee, nomination committee and remuneration and assessment committee of the board of directors of the company, I actively performed my corresponding duties in 2021. In accordance with the rules of procedure of the audit committee, the rules of procedure of the nomination committee and the rules of procedure of the remuneration and assessment committee of the company, I actively performed my corresponding duties as a member in strict accordance with the relevant requirements of the working rules of the special committee of the board of directors of the company, Deliberate on major issues of the company, and put forward concerns and suggestions to the board of directors as members of the special committee, so as to promote the standardized operation of the company and improve the internal control of the company.
4、 On site investigation of the company
In 2021, I took the opportunity of attending the board of directors, general meeting of shareholders and other major events to make an on-site investigation of the company to understand the production, operation and financial status of the company. Learn the major events and progress of the company in time, and master the operation dynamics of the company.
5、 Work done in protecting the rights and interests of investors
1. Urge the company to strengthen information disclosure. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standard operation of listed companies on the main board, the articles of association of Suzhou Huaya Intelligence Technology Co.Ltd(003043) companies, the administrative measures for information disclosure of listed companies and other institutional requirements Effective supervision and verification of major investment matters, external guarantees, occupation of funds by related parties, daily related party transactions and other major matters, and focusing on the company’s information disclosure on major matters, promoted the authenticity, accuracy, timeliness and integrity of the company’s information disclosure, and effectively protected the interests of public shareholders.
2. Supervise and verify the performance of directors and senior executives, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the interests of the company and the majority of public shareholders.
3. Urge the company to continuously standardize governance and improve internal control mechanism. In 2021, I continued to pay attention to the addition and revision of relevant laws and regulations of regulatory or self regulatory institutions such as China Securities Regulatory Commission, China Securities Association and Shenzhen Stock Exchange, and investigated and understood the establishment, improvement and implementation of corporate governance and internal control. For major matters considered and decided by the board of directors, I carefully reviewed the materials provided by the company in advance, and took the initiative to ask relevant personnel if in doubt Understand the specific situation, obtain the information needed to express professional opinions in the decision-making of the board of directors, and use professional knowledge to make objective and impartial independent opinions.
4. Since taking office, I have carefully studied laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant laws and regulations regulating corporate governance and protecting the interests of public shareholders, and strive to continuously improve my ability to perform my duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
6、 Problems and suggestions of the company
With the continuous expansion of the company’s scale, the company should continue to carry out in-depth corporate governance activities, continuously improve the corporate governance structure and internal control system according to new laws and regulations, improve the company’s quality and anti risk ability, effectively improve the company’s operation and management level and risk prevention ability, promote the sustainable development of the company, and maintain the socialist market economic order and social public interests. The company should strengthen the construction of human resources, introduce and cultivate professional senior management talents and technical talents, make sufficient talent reserves for the further development of the company, improve the scientificity and rationality of the company’s decision-making, develop technical advantages, improve the transparency of the company, and promote the sustainable, healthy and stable development of the company.
7、 Other work
1. I have not proposed to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There was no independent engagement of external audit institutions and consulting institutions.
8、 Summary
Thank the board of directors, the general meeting of shareholders and relevant personnel for their support and cooperation in my work. In the spirit of honesty and diligence and the attitude of being responsible for the company and all shareholders, I will further understand the operation and management of the company, combined with my professional advantages, give more suggestions and suggestions for the development of the company, improve the scientificity of the decision-making of the board of directors, and play my role in protecting the legitimate rights and interests of investors, promoting the steady operation and standardized operation of the company.
We sincerely hope that in the new year, under the leadership of the board of directors and senior management, the company will operate steadily and standardize its operation, continuously enhance its profitability, and make the company develop continuously, stably and healthily.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) independent director: Ma Yahong April 18, 2022
