China Dive Company Limited(300526)
2021 annual report of independent directors
As an independent director of China Dive Company Limited(300526) (hereinafter referred to as “the company”), I strictly comply with the company law, the guiding opinions on the establishment of independent directors in listed companies, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of Shenzhen Stock Exchange gem listing, other relevant laws and regulations, the articles of association, the working system of independent directors and other relevant provisions and requirements of the company, Faithfully perform the duties of independent directors, give full play to the role of independent directors, be diligent and conscientious, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and give better play to the role of independent directors. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at board meetings
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors held by the company, carefully reviewed the meeting materials, maintained full communication with the company’s management, strictly considered and voted on various proposals submitted by the board of directors, and put forward reasonable suggestions from a professional point of view.
In 2021, the convening of the board of directors of the company met the legal requirements, and the relevant examination and approval procedures were performed for major issues. I voted in favor of all the proposals on the board of directors, without any negative vote or abstention.
In 2021, the company held 12 meetings of the board of directors. My attendance at the meetings is as follows:
Whether the directors who should attend the on-site attendance this year have not been absent for two consecutive times by means of entrusted communication
Number of meetings attended number of seats attended in person
12 1 11 0 0 0 no
2、 Independent opinions
In this year, I have fulfilled my duties, understood the operation of the company in detail, and jointly expressed independent opinions on relevant matters with other independent directors of the company as follows:
1. At the 17th meeting of the Fourth Board of directors of the company on January 14, 2021, the proposal on the company’s adjustment of the implementation progress of raised investment projects was put forward; Independent opinions were expressed on the proposal on the transfer of some investment projects with raised funds.
2. At the 18th meeting of the Fourth Board of directors on February 10, 2021, the company expressed independent opinions on the proposal to replace the annual audit accounting firm.
3. At the 19th meeting of the 4th board of directors of the company on March 26, 2021, independent opinions were expressed on the proposal on the by election of non independent director candidates of the 4th board of directors of the company.
4. At the 20th meeting of the Fourth Board of directors on April 12, 2021, the election of the chairman of the board of directors was discussed; Expressed independent opinions on the appointment of the company’s deputy general manager.
5. At the 21st Meeting of the Fourth Board of directors of the company on April 29, 2021, the profit distribution plan of the company in 2020 was discussed; Self evaluation report on the company’s internal control in 2020; Information on the company’s funds occupied by the controlling shareholders and their related parties and the company’s external guarantee; On the renewal of the company’s audit institution in 2021; Forecast of daily connected transactions in 2021; In 2021, the company and its subsidiaries applied to the bank for comprehensive credit and provided guarantee for its subsidiaries; Cancellation of some stock options of 2019 stock option incentive plan; Correction of previous accounting errors; Correction of inventory loss; Special instructions on the company’s non-standard audit report in 2020; The internal control assurance report with qualified opinions issued by the company has issued prior approval opinions and independent opinions.
6. At the 22nd Meeting of the 4th board of directors of the company on August 3, 2021, independent opinions were expressed on the proposal on the by election of non independent director candidates of the 4th board of directors of the company.
7. On August 19, 2021, at the 23rd Meeting of the Fourth Board of directors of the company, on the election of the chairman of the board of directors; He expressed independent opinions on the by election of members of the special committee of the board of directors.
8. At the 24th Meeting of the Fourth Board of directors on August 27, 2021, the company issued prior approval opinions and independent opinions on the proposal on borrowing from the actual controller and related party transactions.
9. Occupation of non operating funds of controlling shareholders and other related parties on August 30, 2021; The company issued special instructions and independent opinions on the external guarantee of the company.
10. At the 25th meeting of the 4th board of directors of the company on October 12, 2021, independent opinions were expressed on the proposal on the by election of non independent director candidates of the 4th board of directors of the company.
11. At the 27th meeting of the Fourth Board of directors of the company on November 4, 2021, independent opinions were expressed on the proposal on the election of the chairman of the company.
12. At the 28th meeting of the Fourth Board of directors of the company on November 29, 2021, independent opinions were expressed on the proposal on correction and retroactive adjustment of accounting errors in the previous period.
3、 On site inspection
In 2021, I kept close contact with other directors, senior managers and relevant staff of the company through telephone and interview, so as to grasp the business dynamics of the company in time.
4、 Work done in protecting the rights and interests of investors
1. Supervise the company’s governance structure and operation management. During the reporting period, I communicated with other directors, supervisors and management of the company in time, carefully checked and supervised the rectification of matters related to the company’s production and operation, financial management and internal control.
2. Supervise the company’s information disclosure. Continue to pay attention to the company’s information disclosure, urge the company to conduct self-examination and rectification in time after being put on file for investigation for suspected information disclosure violations, strengthen learning, and be true, timely, accurate and in strict accordance with laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the company’s information disclosure management system Complete the information disclosure.
5、 Work of special committees of the board of directors
As a member of the audit committee, chairman of the nomination committee and member of the remuneration and assessment committee, I mainly carried out the following work in 2021 in accordance with the regulations on the work of the audit committee of the board of directors, the regulations on the work of the nomination committee of the board of directors and the regulations on the work of the remuneration and assessment committee of the board of directors:
1. As a member of the audit committee of the board of directors of the company, I reviewed the company’s internal audit, internal control and other matters, earnestly fulfilled the responsibilities and obligations of independent directors, carefully listened to the management’s report on the company’s annual production and operation and the progress of major matters, carefully reviewed relevant materials, gave full play to the supervisory role of independent directors and maintained the independence of audit.
2. As the chairman of the nomination committee of the company, I actively participated in the meeting. During the reporting period, I reviewed the nomination of directors and senior managers of the company, and actively promoted the sustained and rapid development of the company and the construction of core team.
3. As the chairman of the company’s remuneration and assessment committee, I actively participated in the meeting. During the reporting period, through the review of the year-end performance and remuneration of the company’s directors, supervisors and senior managers, I believe that the company’s assessment and remuneration of directors, supervisors and senior managers are reasonable and legal.
6、 Training and learning
In 2021, I have been focusing on tracking and learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders’ rights and interests of the public, more comprehensively understanding the management systems of listed companies, constantly improving my ability to perform my duties and forming the ideological consciousness of consciously protecting the shareholders’ rights and interests of the public, Provide better opinions and suggestions for the company’s risk prevention and promote the company’s further standardized operation.
7、 Other working conditions
1. No independent directors proposed to convene the board of directors;
2. No independent director proposed to hire or dismiss an accounting firm;
3. There are no external audit institutions and consulting institutions employed by independent directors.
The above is the report on my performance of duties in 2021.
Independent director: Sun Changxing date: April 22, 2022
