Funeng Oriental Equipment Technology Co.Ltd(300173)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as the "company"), I, Yin Zhanwu, served from January 1, 2021 to December 31, 2021 (hereinafter referred to as the "term of office"), Perform the duties of independent directors and earnestly exercise the rights conferred by the company in strict accordance with the provisions and requirements of relevant laws, regulations and rules, such as the company law, the securities law, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, the rules for independent directors of listed companies, the articles of association, the working rules for independent directors of the board of directors and other relevant laws, regulations and rules, Timely understand the company's production and operation information, pay full attention to the company's development, actively attend relevant meetings held by the company during his tenure, express independent and objective opinions on relevant matters considered by the company's board of directors, faithfully perform his duties, give full play to the independent role of independent directors, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of the duties of independent directors during his term of office is now reported to all shareholders as follows: I. attendance at the meetings of the board of directors and the general meeting of shareholders during his term of office
During his term of office, the company held 13 board meetings. I should attend 13 meetings and actually attended 13 meetings; During his tenure, the company held 5 general meetings of shareholders, and I personally attended 5 meetings.
During my term of office, based on the principles of diligence, pragmatism, honesty and responsibility, after objective and careful consideration, I voted in favour of all proposals, but did not vote against or abstain. Before the meeting, I obtained the data and information needed to make a resolution. At the meeting, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in making scientific decisions for the meeting.
2、 Independent opinions
According to relevant laws, regulations and rules, in 2021, I made the following comments based on my independent judgment:
On March 1, 2021, the company held the 10th meeting of the 5th board of directors, I made comments on the proposal on the company meeting the conditions for issuing A-Shares to specific objects, the proposal on the company's plan for issuing A-Shares to specific objects in 2021, the proposal on the demonstration and analysis report of the plan for issuing A-Shares to specific objects in 2021, and the proposal on the company's plan for issuing A-Shares to specific objects in 2021 Proposal on related party transactions involved in the company's issuance of A-Shares to specific objects, proposal on the feasibility analysis report on the use of funds raised by the company's issuance of A-Shares to specific objects in 2021, proposal on diluting immediate return, taking filling measures and commitments of relevant subjects by issuing shares to specific objects The proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of shares to specific objects, the proposal on the establishment of a special account for raised funds, the proposal on the company's dividend return plan for shareholders in the next three years (20212023), and the proposal on the signing of a conditional effective share subscription contract between the company and specific objects issued prior approval opinions and independent opinions without objection. The special report on the use of previously raised funds in the proposal on the special report on the use of previously raised funds deliberated at the meeting issued prior approval opinions and independent opinions without objection.
On April 13, 2021, the company held the 11th meeting of the 5th board of directors, I made comments on the self-evaluation report on internal control in 2020, the proposal on the company's provision for asset impairment in 2020, the proposal on the occupation of funds by the company's controlling shareholders and other related parties in 2020, the proposal on the profit distribution plan in 2020, and the special report on the annual storage and actual use of raised funds in 2020 The proposal on the company's use of idle self owned funds for entrusted financial management, the proposal on the change of accounting policies, the proposal on the development of bill pool business and the proposal on the correction of accounting errors issued independent opinions without objection; The company has issued prior approval opinions and independent opinions without objection on the proposal on the expected daily connected transactions in 2021, the proposal on the company's continued employment of accounting firms, the proposal on the adjustment of the company's external guarantee limit and connected transactions, and the proposal on the employment of a special audit institution for issuing A-Shares to specific objects in 2021.
On April 26, 2021, the company held the 12th meeting of the 5th board of directors, and I expressed my independent opinion without objection on the proposal on debt restructuring of the company considered at the meeting.
On April 29, 2021, the company held the 13th meeting of the 5th board of directors, and I expressed no objection to the proposal on Funeng Oriental Equipment Technology Co.Ltd(300173) 2021 first issue stock option incentive plan (Draft) and its summary deliberated at the meeting.
On June 24, 2021, the company held the 14th meeting of the 5th board of directors. I gave my prior approval opinions and independent opinions without objection on the proposal on the company's guarantee for subsidiaries considered at the meeting.
On July 30, 2021, the company held the 15th meeting of the 5th board of directors. I expressed my prior approval opinions and independent opinions without objection on the proposal on the termination of the company's issuance of shares to specific objects and the proposal on the termination agreement of the company's signing of conditional and effective share subscription contract with specific objects deliberated at the meeting.
On September 22, 2021, the company held the 16th meeting of the 5th board of directors. I gave my prior approval opinions and independent opinions without objection on the proposal on the prediction of new daily connected transactions in 2021 and the proposal on the company's acceptance of financial assistance from related parties and pledge of its own assets. On October 8, 2021, the company held the 17th meeting of the 5th board of directors, and I expressed no objection to the proposal on by election of Mr. Xu Mingyi as a non independent director of the 5th board of directors. On November 2, 2021, the company held the 19th meeting of the 5th board of directors. I expressed no objection to the proposal on appointing Xu Mingyi as the deputy general manager of the company and the proposal on appointing Zhu Yanyun as the deputy general manager of the company.
3、 Investigation and inspection of the company
During my tenure, I took advantage of the opportunity to participate in the board of directors and other time to investigate the business development of the company, focusing on the production and operation status, management and internal control system construction and implementation, and the implementation of the resolutions of the board of directors; And keep close contact with other directors, senior managers and relevant staff of the company through telephone and network communication, always pay attention to the impact of external environment and market changes on the company, timely learn the progress of major events of the company and master the operation dynamics of the company.
4、 Work done to protect the rights and interests of investors
(I) verify the information disclosure of the company. Urge the company to improve the company's information disclosure management system in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the company's information disclosure management measures; The company is required to strictly implement the relevant provisions on information disclosure and effectively protect the right to know of the majority of investors.
(II) effectively perform the duties of independent directors. For the proposals submitted to the board of directors for deliberation, carefully review the relevant documents, use their own professional knowledge, and exercise their voting rights independently, objectively and prudently.
(III) supervise and inspect corporate governance and operation management. I communicated with relevant personnel, deeply understood the production and operation of the company and the implementation of the resolutions of the board of directors, paid attention to the daily operation and governance of the company, obtained the information and materials required for making decisions, fully expressed my opinions at the board meeting, actively and effectively performed my duties and protected the rights and interests of investors.
5、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, actively participated in the relevant training organized by the exchange, the securities regulatory bureau and the company, more comprehensively understood the management systems of listed companies, continuously improved my ability to perform my duties, formed the ideological awareness of consciously protecting the interests of shareholders of the public, and provided better opinions and suggestions for the scientific decision-making and risk prevention of the company, It also promoted the company's further standardized operation and effectively strengthened the ability to protect the legitimate rights and interests of the company, investors and investors.
6、 Other work
During my term of office, I did not raise any objection to the proposal of the board meeting and other matters not proposed by the board meeting this year; No board meeting was proposed.
I would like to express my heartfelt thanks to the board of directors, the management team and relevant management personnel for their active cooperation and support in the performance of my duties in 2021. At the same time, we sincerely hope that under the leadership of the board of directors, the company will operate steadily and standardize its operation, continuously enhance its profitability and make the company develop continuously, stably and healthily.
It is hereby reported.
Independent director: Yin Zhanwu April 21, 2022
