Dongguan Aohai Technology Co.Ltd(002993)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as "the company"), I, Guo Jianlin, have been diligent and conscientious in strict accordance with the company law, the guidelines for self regulatory supervision of listed companies No. 1 - standardized operation of listed companies on the main board, the guidance on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors and other relevant laws, regulations, rules and requirements, Conscientiously perform their duties, actively attend relevant meetings in 2021, carefully consider various proposals, issue independent opinions on major issues, and give full play to the role of independent directors. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at the board of directors and shareholders' meeting
In 2021, the company held 6 meetings of the board of directors, and I attended the meeting on time without being absent or absent
Failure to attend the board meeting in person for two consecutive times. I expressed my objection to the proposal on the company's plan to acquire part of the equity and increase capital of Zhixin Control System Co., Ltd. at the 10th meeting of the second board of directors. The objection reasons are as follows: 1. The team technology needs to be improved in this industry and there are technical risks; 2. The gross profit margin of the product needs to be improved, which makes a small contribution to the overall net profit of the company. Apart from the above-mentioned motion, I voted for all the other motions.
In 2021, the company held 4 general meetings of shareholders, and I attended 4 meetings as an independent director.
2、 Independent opinions
In 2021, as an independent director of the company, he expressed independent opinions on the following matters:
Time and type of independent opinions issued at the session of the board of directors
1. Independent opinions on the proposal of 2020 profit distribution plan
Second session of the second session of the board of directors in March 2021: proposal on the self-evaluation report of internal control in 2020
Agree to the opinions made at the 6th meeting on the 15th
3. Special report on the deposit and use of raised funds in 2020
Independent opinion on the proposed motion
4. Independent opinions on the proposal to adjust the remuneration of independent directors
5. The company and its subsidiaries apply to the bank for comprehensive credit line and submit
Independent opinion on the proposal for guarantee
6. About the application of the company and its subsidiaries to the bank for increasing the comprehensive credit line
And provide guarantee
7. Independent opinions on the proposal to open and show Jinchi business
8. Independence of the proposal on the company's foreign exchange hedging business
see
1. Discussion on capital increase and related party transactions of wholly-owned subsidiaries to joint-stock companies
Independent opinion on the case
The second session of the board of directors in April 2021
2. The proposal on implementing the new leasing standards and changing relevant accounting policies was approved at the 7th Meeting on the 26th
Independent opinion of
3. Independent opinions on the proposal on developing financial asset pool business
1. Independent on the proposal that the company meets the conditions for non-public offering of shares
opinion
2. Proposal on the company's non-public offering plan in 2021
separate opinion
3. Proposal on the company's plan for non-public offering of shares in 2021
separate opinion
4. On the use of funds raised by the company's non-public offering of shares in 2021
The second session of the board of directors in July 2021
The independent opinions on the proposal of the feasibility analysis report were agreed at the 8th meeting on the 23rd
5. Proposal on the special report on the use of the company's previously raised funds
Independent opinion of
6. About requesting the general meeting of shareholders to authorize the board of directors of the company to handle 2021
Independent opinions on the proposal on matters related to the annual non-public offering of shares
7. About the dividend return of shareholders in the next three years (20212023)
Independent opinions on the proposed plan
8. On the diluted immediate return of the company's non-public offering of shares in 2021
And independent opinions on the proposal to take filling measures and commitments of relevant subjects
9. Independent opinions on the proposal on the extension of some raised investment projects of the company
1. Special report on the deposit and use of raised funds in the half year of 2021
Independent opinion on the motion of the report
2. Proposal on using some idle raised funds for cash management
Independent opinion of
3. Proposal on using idle self owned funds for cash management
The second session of the board of directors in August 2021
The Legislative Council agreed to the 9th meeting on the 9th
4. Proposal on providing guarantee for business undertaken by wholly-owned subsidiaries
Opinions
5. The company and its subsidiaries apply to the bank for comprehensive credit line and submit
Independent opinion on the proposal for guarantee
6. Independent opinions on the proposal of renewing the appointment of audit institutions in 2021
1. The company and its subsidiaries apply to the bank for comprehensive credit line and submit
Independent opinions on the proposal for guarantee of the second session of the board of directors in October 2021
Agree to the 11th meeting on June 27. 2. The company plans to acquire Shenzhen qinze Tongda Technology Co., Ltd
Independent opinions on the proposal of partial equity and capital increase and related party transactions
3、 Performance of special committees
As a member of the second special audit committee, I actively participated in the work of the second board of directors
He attended the Audit Committee for four times in 2021 and earnestly fulfilled his obligations in 2021
Give full play to the supervisory role of independent directors.
4、 On site inspection in the company
During the reporting period, I investigated the company during the period of attending the board of directors and the general meeting of shareholders to understand the company's production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors; And keep close communication with the company's directors, senior managers and relevant staff by telephone, timely learn about the company's internal production and operation and major matters, and always pay attention to the external situation of the company.
5、 Other work done in protecting the rights and interests of investors
During the reporting period, as an independent director, I actively and effectively performed my duties, carefully reviewed major issues such as the use of raised funds, major guarantees and financial management, and gave independent opinions to safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders. At the same time, we learned about the company through on-site inspection, online inquiry, discussion and communication, and supervised and verified the company's information disclosure and investor relations management.
6、 Training and learning
I actively and seriously participated in the relevant training of Guangdong securities regulatory bureau and Shenzhen Stock Exchange, and learned the latest laws, regulations and rules. Through continuous learning, I strengthen my ability to perform my duties, deepen my understanding and understanding of relevant laws and regulations, systematically understand the contents of securities laws and regulations, be familiar with securities market knowledge, and strengthen the awareness of standardized operation and risk responsibility; Promote the further improvement of the corporate structure of the company, promote the standardized operation of the company, and effectively protect the interests of investors, especially small and medium-sized investors.
7、 Other work performed by the independent director
1. In 2021, there was no proposal to convene the board of directors;
2. In 2021, there was no proposed employment or dismissal of accounting firms;
3. In 2021, there was no independent engagement of external audit institutions and consulting institutions.
The above is my performance report as an independent director in 2021.
Finally, I would like to thank the directors, senior managers and relevant staff of the company for their cooperation and support in their work, and the shareholders for their trust and support in the performance of their duties. In 2022, I will continue to perform my duties, deeply understand the production and operation of the company, combined with my professional knowledge and experience, provide suggestions for the standardized operation and scientific decision-making of the company, and effectively safeguard the rights and interests of the company and shareholders.
It is hereby reported.
Independent director: guojianlin April 20, 2022
