Beijing Relpow Technology Co.Ltd(300593)
Report on the work of independent directors in 2021 (Liu Dong)
As an independent director of the 5th board of directors of Beijing Relpow Technology Co.Ltd(300593) According to the provisions and requirements of the working system of independent directors and other relevant laws, regulations and rules, they earnestly exercise their powers and perform their duties according to law, effectively safeguard the interests of the company and shareholders, especially small and medium-sized shareholders, and give better play to the independent and professional role of independent directors. The report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at meetings
In 2021, the 5th board of directors of the company held 10 meetings of the board of directors and 2 general meetings of shareholders, all of which were attended in person without absence. With a diligent and responsible attitude, I can fully read all the meeting proposals before the meeting, maintain full communication with the management, actively participate in the discussion of each proposal and put forward reasonable suggestions, and play a positive role in the scientific decision-making of the board of directors and the general meeting of shareholders. In my opinion, during the reporting period, the convening and convening of the board of directors and the general meeting of shareholders, major business decisions and other major matters of the company complied with legal procedures, were legal and effective, and did not harm the interests of all shareholders, especially small and medium-sized shareholders. On the basis of careful deliberation, I agree with all the proposals of the board of directors of the company, and there is no objection, objection or waiver.
2、 Approval and prior opinions of independent directors in 2021
During the reporting period, as an independent director of the 5th board of directors of the company, I gave independent opinions and prior approval opinions on the following matters:
1. On January 5, 2021, the company held the second meeting of the Fifth Board of directors, and I expressed my independent opinions on the proposal on the achievement of lifting the restrictions in the second lifting period of the first granting of part of the restricted stock incentive plan in 2018.
2. The company held the fourth meeting of the Fifth Board of directors on April 8, 2021. I made comments on the occupation of the company’s funds by controlling shareholders, actual controllers and other related parties in 2020, the company’s external guarantee, the evaluation report on internal control in 2020, the proposal on the renewal of accounting firms, and the proposal on the profit distribution plan in 2020 Independent opinions were expressed in the proposal on the remuneration plan for directors and senior managers, the proposal on the change of the company’s accounting policies, the proposal on the use of some idle self owned funds for cash management, and the proposal on the repurchase and cancellation of some restricted shares. 3. The company held the fourth meeting of the Fifth Board of directors on April 8, 2021, and I gave my prior approval opinions on the proposal on renewing the appointment of accounting firms.
4. On May 18, 2021, the company held the sixth meeting of the Fifth Board of directors, and I gave independent opinions on the proposal on providing bank credit guarantee for wholly-owned subsidiaries.
5. The company held the 8th meeting of the 5th board of directors on August 9, 2021. I made comments on the proposal on the occupation of the company’s funds by the controlling shareholders and their related parties, the external guarantee of the company, the proposal on providing bank credit guarantee for wholly-owned subsidiaries, and the proposal on adjusting the first grant price and the number of granted rights and interests of the 2020 fixed-term stock incentive plan The proposal on granting reserved restricted shares to incentive objects issued independent opinions.
6. The company held the 9th meeting of the 5th board of directors on October 22, 2021, and I expressed my independent opinions on the proposal on providing bank credit guarantee for wholly-owned subsidiaries.
7. On November 8, 2021, the company held the 10th meeting of the 5th board of directors, and I expressed my independent opinions on the proposal on the achievement of lifting the restrictions in the second lifting period of the reserved grant part of the restricted stock incentive plan in 2018.
8. On December 7, 2021, the company held the 11th meeting of the 5th board of directors. I expressed my independent opinions on the proposal on the achievement of the attribution conditions of the first vesting period of some first-class incentive objects granted by the 2020 restricted stock incentive plan for the first time and the proposal on the cancellation of some second-class restricted stocks granted but not yet vested.
3、 Performance of professional committees
1. In 2021, as the convener of the nomination committee of the 5th board of directors, I performed my duties in strict accordance with the working system of independent directors and the working rules of the nomination committee of the board of directors. During the reporting period, the nomination committee reviewed the qualifications of the company’s directors, supervisors and senior managers and believed that the current directors, supervisors and senior management team of the company had rich industry experience and management experience and were fully competent for their respective work.
2. In 2021, as a member of the audit committee of the fifth session of the board of directors, I reviewed the company’s internal audit system, internal control and periodic reports in strict accordance with the requirements of the company’s working system for independent directors and the working rules of the audit committee of the board of directors, earnestly listened to the management’s report on the company’s annual operation and the progress of major events, and diligently played the supervisory role of independent directors, Maintain the independence of audit work.
3. In 2021, as a member of the fifth strategy committee, I participated in the discussion of the company’s strategic issues and the formulation of plans in strict accordance with the working system of independent directors, the working rules of the strategy committee of the board of directors and other relevant systems, and maintained close communication with the board of directors and senior managers of the company on important matters such as market environment and business information, Put forward constructive opinions and suggestions on the company’s foreign investment, and earnestly perform the duties of members of the strategy committee.
4、 On site investigation of the company
In 2021, I took the opportunity of attending the board of directors and the general meeting of shareholders to make an on-site investigation of the company, and learned about the operation, internal control and financial status of the company; Established contact with other directors, senior executives and relevant staff of the company, timely learned about the progress of major issues of the company, always paid attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation, management and strategic development of the company. 5、 Work done in protecting the rights and interests of investors
During the reporting period, I continued to pay attention to corporate governance and information disclosure, and urged the company to continuously standardize its operation in strict accordance with laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, as well as the articles of association and information disclosure management measures, so as to improve the level of corporate governance, which is true, accurate, timely Fully disclose information and earnestly fulfill the obligations of information disclosure of listed companies.
During the reporting period, I actively paid attention to the operation of the company, actively obtained various materials required for making decisions, and earnestly performed the duties of independent directors; Attend the meetings of the board of directors and shareholders of the company on time, carefully review the materials provided by the company, use their own professional knowledge, exercise their voting rights independently, objectively and impartially, and express their prior approval opinions on the proposals requiring prior approval. Maintain full independence in work and effectively safeguard the interests of the company and minority shareholders.
6、 Other matters
1. No independent directors proposed to convene the board of directors;
2. No independent director proposes to hire or dismiss an accounting firm;
3. There are no external audit institutions and consulting institutions employed by independent directors.
As an independent director of the company, I faithfully perform my duties. In 2022, in accordance with the provisions and requirements of relevant laws and regulations on independent directors, I will continue to perform the duties of independent directors diligently, prudently and conscientiously, and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. At the same time, strengthen the study of their own professional knowledge and pay attention to the actual operation of the company, continuously improve their ability to perform their duties, provide reference opinions for the scientific decision-making of the board of directors, give full play to the role of independent directors and promote the sustainable, stable and healthy development of the company.
It is hereby reported.
Independent director (Liu Dong)
April 23, 2022
