Shenzhen Jame Technology Corp.Ltd(300868)
Annual report of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of the third board of directors of Shenzhen Jame Technology Corp.Ltd(300868) (hereinafter referred to as "the company"), I have strictly followed the company law, securities law, rules for independent directors of listed companies, standards for corporate governance of listed companies, guidelines for standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws, regulations, normative documents and articles of association during my tenure According to the relevant provisions and requirements of the working system of independent directors, during the reporting period, he faithfully and diligently performed the duties of independent directors, attended relevant meetings on time and carefully considered various proposals of the board of directors. Now the performance of his duties in 2021 is reported as follows: I. attendance at meetings
In 2021, I attended and attended meetings as nonvoting delegates during my tenure. The details are as follows:
Attendance at the board of directors
Whether the directors who are entrusted to attend by means of communication in this reporting period should attend the board of directors continuously. The directors attend the board of directors on site for times, are absent from the board of directors for twice, and are not in touch with Liu Sheng. The number of meetings is from Hong 9 5 4 0 0 no
Number of shareholders' meetings attended
three
During my tenure in 2021, adhering to the principles of diligence, pragmatism, honesty and responsibility, I carefully considered the proposals submitted to the board of directors, actively participated in the discussion of various topics and put forward reasonable suggestions, and maintained full communication with the company's operation and management. I believe that the convening of the board of directors of the company complies with the legal procedures, and the relevant approval procedures have been performed for major matters. Therefore, I voted for all proposals of the board of directors of the company during my term of office in 2021, without objection, waiver or withdrawal.
2、 Independent opinions
In accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws and regulations, normative documents and the relevant provisions of the company's working system for independent directors, I have expressed independent opinions on the following matters of the company in 2021, as follows:
Issue of independent opinions at the session of the independent conference type of time for issuing independent opinions
1、 On the use of raised funds to increase capital to wholly-owned subsidiaries for
Independent opinions on the implementation of raised investment projects
The third board of directors II. Consent on changing the implementation location of some investment projects with raised funds
2021 / 1 / 12 independent opinion of the fourth meeting
3、 About using the raised funds to replace the projects invested by raising funds in advance
Independent opinion on own funds
1、 Independent opinions on 2020 profit distribution plan
2、 Independent report on internal control self-evaluation report in 2020
Opinions
The third session of the board of directors III. deposit and use of raised funds in 2020
2021 / 4 / 22 independent opinion of the fifth meeting agreed
4、 About the proportion of controlling shareholders and other related parties in 2020
Independent opinions on the use of funds and the company's external guarantee
5、 About the remuneration of directors and senior managers in 2021
Independent opinion on the scheme
1、 On the deposit and use of raised funds in the half year of 2021
Independent opinion on the situation
2021 / 8 / 17 the third session of the board of directors II. Consent on the occupation of funds by controlling shareholders and other related parties
Independent opinion on the status of the seventh meeting
3、 Independent opinions on the external guarantee of the company
2021 / 9 / 03 the third session of the board of directors I. independent opinion and consent on by election of non independent directors
Eighth meeting
2021 / 9 / 17 the third session of the board of directors I. independent opinions on the share repurchase plan of the company
Ninth meeting
The third session of the board of directors I. on the renewal of Daxin Certified Public Accountants (special ordinary)
The 11th meeting on November 23, 2021 (partnership) is the independent opinion of the company's audit institution in 2021
1、 On the use of idle raised funds for cash management and
2021 / 12 / 29 independent consent of the third board of directors on the investment and wealth management quota and validity period of idle self owned funds
Comments of the 12th meeting
3、 Performance of professional committees
The third board of directors of the company established four professional committees: Audit Committee, salary and assessment committee, nomination committee and Strategy Committee.
I am the chairman of the audit committee and the member of the remuneration and assessment committee. The performance of the special committee during my tenure in 2021 is as follows:
1. Audit Committee
As the chairman of the audit committee of the third session of the board of directors of the company, presided over and convened the audit committee meeting in time in accordance with the relevant provisions of the company's working rules of the audit committee of the board of directors. In 2021, we carefully reviewed the preparation and disclosure of the company's semi annual report and the third quarter report, kept close contact with the person in charge of the company's financial center, timely obtained the preparation progress of the company, carefully reviewed the proposals related to the periodic report, and ensured the timely disclosure of the company's semi annual report and the third quarter report. In April 2022, he interviewed the signing certified public accountant and the chief financial officer of the company together with other independent directors, asked about the audit of the company's 2021 financial statements, and earnestly performed the duties of the chairman of the audit committee.
2. Remuneration and assessment committee
As a member of the remuneration and appraisal committee of the third board of directors, he participated in the daily work of the remuneration and appraisal committee, supervised the formulation and implementation of the company's remuneration system and performance appraisal system, reviewed the remuneration management system of directors and senior managers, and earnestly fulfilled the responsibilities and obligations of the members of the remuneration and appraisal committee in accordance with the relevant provisions of the detailed rules for the work of the remuneration and appraisal committee of the board of directors.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company, focusing on the production and operation of the company, the construction and implementation of systems such as corporate governance and internal control, and the implementation of resolutions of the board of directors; And keep close contact with other directors, senior managers and relevant staff of the company through various ways, always pay attention to the impact of external environment and market changes on the company, and timely grasp the dynamics of the company.
5、 Work done in protecting the rights and interests of investors
In 2021, the company supervised the implementation of the company's information disclosure, paid attention to the company's production and operation status and governance, gave advice to the company and assisted in promoting and improving the corporate governance structure on the premise of timely and full understanding of the company's daily operation. Actively communicate and analyze with the company's management and relevant personnel, attend the company's board meeting on time, carefully review the materials provided by the company, make independent, fair and objective conclusions with their own professional knowledge, and exercise their voting rights prudently. Earnestly perform the duties and obligations of independent directors and safeguard the overall interests of the company and the interests of minority shareholders.
6、 Training and learning
We took the initiative to learn relevant laws, regulations, rules and other relevant documents, studied various newly issued and revised document systems, participated in the 2021 training course for directors, supervisors and senior managers of listed companies organized by Shenzhen Securities Regulatory Bureau, deepened our understanding of standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, effectively strengthened our ability to protect the interests of the company and investors, and better performed the duties of independent directors.
7、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions;
3. There is no proposal to hire or dismiss an accounting firm.
As an independent director of the company, I earnestly performed my duties in 2021, actively participated in the decision-making of major matters of the company, gave full play to the role of independent directors, and earnestly safeguarded the legitimate rights and interests of all shareholders, especially minority shareholders.
It is hereby reported.
Independent director: Liu Shenghong
April 18, 2002
