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, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, 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 articles of association 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:
1、 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 should attend the board of directors continuously during the reporting period. 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 Dai Weishi for times. The number of meetings is from 9 1 8 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
Second of the third session of the board of directors, the independent opinions of the fourth meeting on January 12, 2021 on changing the implementation location of some investment projects with raised funds
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
The independent opinion of the fifth meeting on April 22, 2021 agreed that IV. 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
On August 17, 2021, the third session of the board of directors II. Independent opinions on the occupation of funds by controlling shareholders and other related parties and the consent to the seventh meeting
3、 Independent opinions on the external guarantee of the company
2021 / 9 / 03 the third board of directors I. independent opinions on by election of non independent directors agreed to the eighth meeting
2021 / 9 / 17 the third session of the board of directors I. independent opinions on the share repurchase plan of the company agreed to the 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 the third board of directors independently agreed with the opinions of the 12th meeting on the investment and wealth management quota and validity period of idle self owned funds
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 served as chairman of the remuneration and assessment committee, member of the nomination committee and member of the strategy committee. During my tenure in 2021, the performance of the special committee is as follows:
1. Remuneration and assessment committee
As the chairman of the remuneration and appraisal committee of the third session of the board of directors of the company, I carefully read the remuneration management system for directors, supervisors and senior managers of the company and put forward reasonable suggestions in accordance with the relevant provisions of the working rules of the remuneration and appraisal committee of the board of directors and other systems, supervise the implementation of the remuneration management system of the company and earnestly safeguard the legitimate rights and interests of the majority of shareholders.
2. Nomination Committee
As a member of the nomination committee of the third session of the board of directors of the company, in accordance with the relevant provisions of the working rules of the nomination committee of the board of directors and other systems, I constantly look for and evaluate talents in line with the company's future development strategy in the process of the company's term change, timely communicate the situation of candidates with the company, and successfully complete the term change of the board of directors of the company. After the completion of the term change, I have closely communicated with the company about the composition of the company's senior managers, the work experience of the candidates and my understanding of the company, and the candidates of the new management team, and earnestly fulfilled the responsibilities of the members of the nomination committee.
3. Strategy Committee
As a member of the strategy committee of the third board of directors of the company, in accordance with the relevant provisions of the working rules of the strategy committee of the board of directors and other systems, combined with the development of the company's industry and the company's own development, I reviewed the company's long-term development strategy and major investment decisions, put forward my own suggestions, and played the supervisory role of independent directors.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company. Through reviewing the company's documents, attending various meetings, listening to reports and other forms, I had an in-depth understanding of the company's production and operation status, the construction and implementation of systems such as financial management and internal control, the implementation of resolutions of the board of directors, the implementation of resolutions of the general meeting of shareholders, the use and storage of raised funds, etc; And through telephone and email, keep close contact with other directors, senior managers and relevant staff of the company, actively pay attention to the relevant information of the company and the changes of the company's business environment and market conditions, timely learn the progress of major matters of the company, master the development trend of the company, and express opinions and suggestions on the operation and management of the company in a timely manner.
5、 Work done in protecting the rights and interests of investors
1. During his tenure, he paid close attention to the company's information disclosure and urged the company to be true, accurate and complete in strict accordance with the securities law, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), 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 information disclosure management system Perform the obligation of information disclosure fairly. In April 2022, he and other independent directors jointly interviewed the signing certified public accountants and the chief financial officer of the company to inquire about the audit of the company's financial statements in 2021, so as to effectively safeguard the legitimate rights and interests of investors and public shareholders.
2. Supervise the company's governance structure and operation management. I faithfully performed the duties of independent directors, carefully reviewed all proposals considered by the board of directors, and put forward suggestions on issues related to corporate governance structure and operation and management. On this basis, I exercised my voting rights independently, objectively and prudently, paid special attention to the impact of relevant proposals on the interests of all shareholders, effectively safeguarded the legitimate rights and interests of the company and minority shareholders, and actively and effectively performed the duties of independent directors.
6、 Training and learning
I attach importance to the protection of investors' rights and interests, and can treat investors fairly and fairly. Participated in the 2021 training course for directors, supervisors and senior managers of listed companies organized by Shenzhen Securities Regulatory Bureau. Through continuously strengthening the study of relevant laws and regulations and normative documents, I deepened my understanding and understanding of relevant laws and regulations regulating the corporate governance structure and the protection of the rights and interests of social public shareholders, which is helpful to effectively strengthen the ability to protect the interests of the company and investors, and form the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
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: Dai Weihui
April 18, 2002
