XueDa (Xiamen) Education Technology Group Co., Ltd
Report on the work of independent directors in 2021
In 2021, I worked as a member of XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as
“The company”) is an independent director of the ninth board of directors. During my tenure, I strictly abide by the company law and certificate
Securities law, guidelines for the governance of listed companies and other laws and regulations, as well as the articles of association and the working system of independent directors
In accordance with the provisions and requirements of the annual report of independent directors and the working system of annual report of independent directors, and perform their duties in good faith, diligence, loyalty and due diligence
Establish the responsibilities of directors, actively attend relevant meetings, carefully consider various proposals of the board of directors, and publish them independently and objectively
Independent opinion. The performance of duties in 2021 is reported as follows:
1、 Attendance at the board of directors, general meeting of shareholders and special committees of the board of directors
In 2021, the company held 12 meetings of the board of directors and 4 meetings of shareholders, which I strictly followed
He performed his duties in accordance with relevant regulations, attended various meetings and voted in favour of the proposals considered by the board of directors.
The specific attendance is as follows:
Attendance of the board of directors and shareholders’ meeting
The number of independent directors who should attend the annual general meeting of shareholders on site, the number of absentee directors who should attend the annual general meeting of shareholders by means of communication, the number of meetings of the board of directors (Times) (Times) (Times) and the number of voting (Times) (Times)
Wang Zhen 12 0 0 0 12 4 3
As the chairman (convener) of the audit committee of the board of directors of the company, I convene and participate in the audit committee
4 meetings; As a member of the nomination committee, participate in the meetings of the nomination committee twice. At each meeting
Carefully understand the situation of various proposals, reach an agreement with all members, and submit the proposals to the directors of the company as required
The board of directors deliberates and provides suggestions for the scientific and prudent decision-making of the board of directors and special committees of the company.
2、 Giving prior approval opinions and independent opinions
According to relevant regulations and requirements, I have given prior approval opinions or independent opinions in 2021, such as
Below:
(I) on March 8, 2021, the company held the 20th meeting of the ninth board of directors based on independent
According to the position and judgment of the board of directors, I have carefully reviewed the materials of this meeting and made comments on the
Proposal on the implementation subject of some investment projects with raised funds, proposal on adjusting the investment of funds raised by non-public offering of shares
Independent opinions were expressed in the proposal on the investment amount of funded projects.
(II) on March 22, 2021, the company held the 21st Meeting of the ninth board of directors, based on the independence
According to the position and judgment of the board of directors, I have carefully reviewed the materials of this meeting and made comments on the
Independent opinions were expressed on the proposal on capital increase of wholly-owned subsidiaries and wholly-owned subsidiaries to wholly-owned subsidiaries with raised funds, the proposal on cash management with idle raised funds, the proposal on proposed change of company name and securities abbreviation, and the proposal on election of non independent directors of the ninth board of directors of the company.
(III) on April 19, 2021, the company held the 22nd Meeting of the 9th board of directors. Before the meeting, I carefully reviewed the proposal on renewing the appointment of the accounting firm in 2021 and relevant materials submitted by the company, and issued a prior approval opinion based on independent position and judgment. In addition, I issued special instructions and independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties and the company’s external guarantee in 2020, and made comments on the plan for profit distribution and conversion of provident fund into share capital in 2020, the proposal on the change of the company’s accounting policies, the evaluation report on internal control in 2020 The proposal on renewing the appointment of accounting firms in 2021 issued independent opinions.
(IV) on May 21, 2021, the company held the 24th Meeting of the 9th board of directors. Before the meeting, I carefully reviewed the proposal on signing the extension agreement and related party transactions submitted by the company and relevant materials. Based on my independent position and judgment, I gave my prior approval opinions and expressed my independent opinions on the proposal.
(V) on June 18, 2021, the company held the 25th meeting of the ninth board of directors. Based on my independent position and judgment, I carefully reviewed the materials of the meeting and expressed independent opinions on the proposal on entrusted financial management with idle self owned funds in the next 12 months and the proposal on replacing self raised funds of pre invested projects with raised funds.
(VI) on June 28, 2021, the company held the 26th meeting of the 9th board of directors. Before the meeting, I carefully reviewed the proposal on signing the lease contract and related party transactions between the company’s subsidiary and Zhejiang Yinrun Leisure Tourism Development Co., Ltd. and relevant materials submitted by the company. Based on my independent position and judgment, I gave my prior approval opinions and independent opinions on the proposal.
(VII) on August 16, 2021, the company held the 27th meeting of the ninth board of directors. Based on my independent position and judgment, I carefully reviewed the materials of the meeting and commented on the proposal on appointing Mr. shaotao as the deputy general manager of the company and the proposal on appointing Mr. Fan Rui as the deputy general manager of the company The proposal on appointing Mr. Cui Zhiyong as the Secretary of the board of directors of the company issued independent opinions.
(VIII) on August 25, 2021, the company held the 28th meeting of the 9th board of directors. Based on my independent position and judgment, I issued special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee in the first half of 2021.
3、 On site inspection of the company by independent directors
In 2021, due to the special requirements of epidemic control, I conducted online communication with other directors and executives of the company through video conferences for many times to understand the company’s production and operation status, financial status, the construction and implementation of internal control and other systems, and the implementation of resolutions of the board of directors; Put forward reasonable suggestions on the company’s financial management and internal control system construction from my professional perspective; Concerned about the external environment and market changes of the company, timely informed the progress of major matters of the company, and effectively performed the duties of independent directors.
4、 Work done in 2021 annual audit
During the preparation of the company’s 2021 annual report and relevant materials, I listened to the report of the company’s management, timely understood the annual audit work arrangement, carefully reviewed relevant materials, held a meeting with the annual audit accountant to communicate the problems found in the audit process, and gave full play to the guidance and supervision role of independent directors.
5、 Work done in protecting the legitimate rights and interests of minority shareholders
(I) I perform my duties as an independent director in strict accordance with relevant laws and regulations, the articles of association and the working system of independent directors, carefully review the proposals and relevant materials submitted to the board of directors for deliberation, timely understand and inquire about relevant matters, make independent and impartial judgments with professional knowledge, objectively express opinions and opinions, and effectively protect the interests of investors.
(II) I continue to pay attention to the company’s information disclosure, and urge the company to perform its information disclosure obligations truthfully, accurately, completely, timely and fairly in strict accordance with laws and regulations.
(III) I carefully study the relevant laws, regulations and normative documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, timely follow up the newly revised regulatory policies, and enhance the ability to protect the interests of the company and investors. 6、 Other matters
In 2021, as an independent director of the company, I did not propose to convene the board of directors; There is no proposal to hire or dismiss an accounting firm; There is also no independent engagement of external audit institutions and consulting institutions to audit and consult on specific matters of the company.
In 2022, I will continue to strictly abide by the provisions of laws and regulations on independent directors, adhere to an independent, loyal and diligent working attitude, maintain good communication and cooperation with the company’s board of directors, board of supervisors and management, make full use of professional knowledge and experience, provide suggestions for the scientific decision-making of the board of directors, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
It is hereby reported.
Independent director: Wang Zhen
April 22, 2022
