Chengdu Rml Technology Co.Ltd(301050)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Chengdu Rml Technology Co.Ltd(301050) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem and the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem The rules for independent directors of listed companies and other laws and regulations, the articles of association of Chengdu Rml Technology Co.Ltd(301050) company, the working system of Chengdu Rml Technology Co.Ltd(301050) independent directors and other relevant provisions and requirements, faithfully perform the duties of independent directors, be diligent and conscientious, earnestly exercise the rights conferred by the company, timely understand the production and operation information of the company, pay full attention to the development of the company, and actively attend the relevant meetings held by the company in 2021, The board of directors carefully deliberated all the independent and impartial proposals of the company, especially the independent and impartial opinions of all the minority shareholders, and gave full play to the legitimate and relevant rights and interests of the company. I hereby report my performance of the duties of independent director in 2021 to all shareholders as follows:
1、 Attendance at meetings
In 2021, the company held 8 meetings of the board of directors and 3 general meetings of shareholders. As an independent director of the company, I actively participated in the board of directors and general meetings of shareholders held by the company, and attended them in person without authorization or absence. The details of attendance at the meeting are as follows:
Attendance at the board of directors
Should attend the board of directors in person and entrust to attend the meeting? Whether there are two consecutive meetings without personal promotion? The number of times is from attending the meeting
8 0 0 0 no
Number of attendance at the general meeting of shareholders
three
During my tenure, I carefully considered the proposals submitted to the board of directors, maintained full communication with the company’s management, and exercised my voting rights with a cautious attitude. In my opinion, the convening of the board of directors of the company complies with the legal procedures, and the relevant examination and approval procedures have been performed for major matters, which is legal and effective. Therefore, I voted in favour of all proposals of the board of directors of the company in 2021, and there were no negative votes and abstentions.
2、 Opinions on major issues of the company
(I) prior approval and independent opinions expressed
In accordance with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the working rules for independent directors and the rules for independent directors of listed companies, I have expressed independent opinions on the following matters of the company in 2021 and earnestly fulfilled the supervision responsibilities of independent directors:
Issue independent opinions issue independent opinions issue independent opinions time and type
On January 16, 2021, the general meeting of shareholders was requested to authorize the board of directors to fully handle the senior management of the company
Independent opinions of the first board of directors and key employees on participating in the strategic placement. agree
The 13th meeting on February 25, 2021 about Ms. Deng Jieru and Mr. GUI Jun applying for credit and loans for the company
Independent opinions on providing guarantee for the matters of the first board of directors. agree
14th Meeting
April 19, 2021 1 1. Proposal on reviewing the company’s profit distribution plan for 2020
Prior approval opinions of the first board of directors;
The 15th meeting of the board of directors 2. Prior approval opinions on the proposal to hire an accounting firm. agree
Discuss
April 23, 2021 1 1. Independent opinions on confirming the related party transactions of the company in 2020; agree
The first session of the board of directors 2. On the expected daily connected transaction quota of the company in 2021
Opinions made at the 16th meeting of the board of directors;
Discussion 3. The company’s related parties provide support for the company’s application for credit extension
protect.
September 15, 2021 1 1. About replacing the raised funds with the raised funds that have been invested in advance
Independent opinions on self raised funds and paid issuance expenses of the first board of directors; The 19th meeting of the board of directors 2. On the use of some idle raised funds for cash management
To make suggestions;
3. Independent consent on the use of some over raised funds for cash management
See;
4. On using part of the over raised funds for permanent replenishment of working capital
Independent opinion.
I believe that the above major issues considered by the company in 2021 comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and embody the principles of openness, fairness and impartiality. The procedures for the board of directors and the board of supervisors of the company to consider and vote on the above major matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders.
3、 Performance of professional committees
In 2021, I actively participated in the meetings of various special committees on relevant matters of the company, and fulfilled my duties and responsibilities.
As the chairman of the nomination committee, he actively participates in the work of the nomination committee, reviews the nomination and appointment qualifications and procedures of the company’s senior managers, and actively performs the duties of the members of the nomination committee in accordance with the company’s rules for the work of the nomination committee of the board of directors and other relevant systems. As a member of the audit committee, I participated in the work of the audit committee in accordance with the working rules of the audit committee of the board of directors and other relevant systems, reviewed the preparation of the company’s annual financial report, participated in the re employment of the annual audit organization, reviewed the implementation of the company’s internal control, regularly understood the company’s financial status and operating results, and reviewed the company’s regular reports and the use of raised funds, Performed the duties of members of the audit committee.
4、 Understand the operation and management of the company
During my tenure in 2021, I actively communicated with the company’s management and relevant staff through the opportunity to attend the board of directors and shareholders’ meeting and other times, conducted on-site investigation and inspection of the company, and learned about the company’s daily operation and the progress of major matters.
In addition, communicate regularly with the company’s legal counsel and external audit institutions to timely understand the construction and implementation of the company’s financial status, internal control, governance norms, information disclosure and other systems.
5、 Work done in protecting the rights and interests of investors
1. Effectively perform the duties of independent directors. As an independent director of the company, he makes use of his professional knowledge and experience to carefully consider major matters of the company, fully maintain his independence, objectively and prudently express his opinions and exercise his voting rights.
2. Continue to pay attention to the company’s information disclosure. Urge the company to complete the information disclosure in a true, timely and complete manner in strict accordance with the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the articles of association, information disclosure management system and other relevant provisions, and effectively safeguard the legitimate rights and interests of the company and shareholders.
6、 Training and learning
In 2021, I carefully studied the laws, regulations and relevant systems newly issued by the CSRC and Shenzhen Stock Exchange, actively participated in the relevant training organized by the company in various ways, continuously improved my ability to perform my duties, provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promoted the company to further improve the standard operation level.
7、 Other
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 were no independent external audit institutions and consulting institutions.
In 2022, I will continue to actively study relevant laws and regulations, continue to faithfully perform the duties of independent directors in the spirit of seriousness, diligence and prudence, in accordance with the provisions and requirements of relevant laws and regulations and relevant rules and regulations of the company, give full play to the role of independent directors, provide more constructive suggestions for the development of the company, and improve the standard operation and scientific decision-making level of the board of directors of the company, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
It is hereby reported.
independent director:
April 22, 2022
