Ylz Information Technology Co.Ltd(300096)
Report on the work of independent directors in 2021 (Guo Xiaodong)
Shareholders and shareholder representatives:
Since I served as the independent director of the 5th board of directors of Ylz Information Technology Co.Ltd(300096) (hereinafter referred to as “the company”) from July 5, 2021 to April 22, 2022, I have strictly followed the company law, the securities law, the rules for independent directors of listed companies, and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM In accordance with the provisions and requirements of Several Provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, perform the duties of independent directors honestly, diligently and independently, 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, Carefully deliberated various proposals of the board of directors, expressed independent and objective opinions on major matters of the company, gave full play to the independent and professional role of independent directors, and earnestly safeguarded the legitimate interests of the company as a whole and all shareholders, especially minority shareholders. The report on my performance of duties during my tenure in 2021 is as follows: I. attendance at the meeting in 2021
During my tenure in 2021, I attended the board of directors held by the company on time and attended the general meeting of shareholders in a diligent and responsible manner. There was no absence from the meeting of the board of directors or failure to attend the meeting of the board of directors twice in a row. At the meeting, I carefully reviewed the meeting materials, maintained full communication with the management, actively participated in the discussion of various proposals and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors and the general meeting of shareholders.
In 2021, when I was an independent director of the company, the company held 11 meetings of the board of directors and 2 general meetings of shareholders. I personally attended 11 meetings of the board of directors and 2 general meetings of shareholders. In my opinion, during my tenure in 2021, the convening and convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, performed legal and effective decision-making procedures for major business matters, and independent directors put forward professional and independent opinions and suggestions. Based on the principles of diligence, pragmatism, honesty and responsibility, I voted in favor of all proposals and other matters of the board of directors of the company on the basis of careful review, and there was no objection, objection or waiver.
2、 Independent opinions
In 2021, when I was an independent director of the company, I made an independent statement on the following matters
Comments: Preface
Time of the meeting: independent opinions expressed at the session
number
Independent opinions on the election of the chairman and vice chairman of the 5th board of directors of the company
Independent opinions on the appointment of senior managers of the company
1. Independent opinions of the first meeting of the Fifth Board of directors on abandoning the preemptive right of equity of the participating company and related party transactions on July 9, 2021
Independent opinions on applying to Bank Of China Limited(601988) Xiamen pilot Free Trade Zone Branch for comprehensive credit line and providing guarantee and connected transactions
Independent opinions on the plan to participate in the 6% equity transfer project of Xingmin Zhilian Technology Co., Ltd. at the second meeting of the Fifth Board of directors of Fujian Province on July 30, 2021
3. Independent opinions on the appointment of the company’s deputy general manager at the fourth meeting of the Fifth Board of directors on August 16, 2021
Independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties at the third meeting of the Fifth Board of directors on August 18, 2021 in the first half of 2021
Independent opinions on the external guarantee of the company in the first half of 2021
Independent opinions on applying for comprehensive credit line to East District sub branch of Industrial And Commercial Bank Of China Limited(601398) Xiamen branch at the 5th meeting of the 5th board of directors on August 27, 2021, and providing guarantee and connected transactions by controlling shareholders and actual controllers
Independent opinions on the by election of non independent directors of the 5th board of directors of the company
Independent opinions on the appointment of the Secretary of the board of directors of the company
Independent opinions on the appointment of senior managers
6. Independent opinions on the establishment of Guangdong Zhuhai Hengqin New Area Changtong Digital Technology Co., Ltd. and related party transactions at the sixth meeting of the Fifth Board of directors on September 13, 2021
Independent opinions on overseas investment in the establishment of Hainan Changtong Digital Technology Co., Ltd. and related party transactions
Independent opinions on the proposed public listing and transfer of 51% equity and related party transactions of Fujian Ylz Information Technology Co.Ltd(300096) Electronic Technology Co., Ltd
7. Independent opinions of the 7th Meeting of the 5th board of directors on providing guarantee and related party transactions for holding subsidiaries to apply for comprehensive credit line from banks on October 13, 2021
8. Independent opinions on the appointment of the general manager at the 9th meeting of the 5th board of directors on October 20, 2021
9. Independent opinions of the 8th meeting of the 5th board of directors on applying for comprehensive credit line from the bank and providing guarantee and connected transactions by the controlling shareholder on October 25, 2021
Opinions of the 10th meeting of the 5th board of directors on December 6, 2021 on the by election of non independent directors of the 5th board of directors of the company
Independent opinions on changing the audit institution in 2021
Independent opinions on adjusting the positions of senior managers
11 independent opinions on the transfer of 25% equity of Fujian Xingmin Zhilian Technology Co., Ltd., a joint-stock company, at the 11th meeting of the Fifth Board of directors on December 28, 2021
Independent opinions on bad debt write off
3、 Performance of duties in various professional committees of the company
As the chairman of the nomination committee of the 5th board of directors, I earnestly preside over the daily work of the nomination committee, perform the professional duties of the chairman of the nomination committee, and understand the selection criteria and responsibilities of the company’s directors and senior managers
Put forward suggestions on the procedure and carefully examine the qualifications of the nominated candidates.
During the reporting period, I served as a member of the remuneration and assessment committee of the Fifth Board of directors and participated in the remuneration and assessment
The daily work of the assessment committee promotes the company to further improve the salary assessment on the basis of standardized operation
Scientific aspects.
4、 On site inspection of the company
During my tenure in 2021, I visited the company and paid attention to the production and operation of the company
Construction and implementation of financial management and internal control systems. At the same time, by reviewing the company’s documents and participating in
Various meetings, listening to reports, communicating with other directors, senior managers and relevant staff, etc
Timely understand the company’s business status and possible business risks, and pay attention to the impact of external environment and market changes
The impact of the company’s strategic planning. For each proposal submitted to the board of directors for deliberation, carefully consult relevant documents
Conduct timely investigation, ask relevant departments and personnel, and use their own professional knowledge to be independent, objective and impartial
Exercise voting rights in a timely manner, maintain full independence in work, and earnestly safeguard the interests of the company and minority shareholders.
5、 Protection of investors’ rights and interests
1. Continue to pay attention to the company’s information disclosure, so that the company can strictly follow the Shenzhen Stock Exchange Entrepreneurship
Rules for listing stocks on the gem, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – on the gem
The relevant provisions of laws and regulations such as the “standardized operation of municipal companies” and the company’s “measures for the administration of information disclosure” are true
Information disclosure shall be carried out accurately, completely, timely and fairly, so as to provide a channel for investors to understand the company in time.
2. Perform the duties of independent directors in accordance with the requirements of the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations. At the same time, I always adhere to the principles of prudence, diligence and loyalty, strengthen communication with other directors, supervisors and senior managers, improve professional knowledge and decision-making ability, and promote the steady operation of the company, It plays a due role in safeguarding the legitimate rights and interests of the company and minority shareholders.
3. Pay attention to the study of the latest laws, regulations, rules and regulations, especially the study of relevant laws and regulations related to the standardization of corporate governance structure and the protection of shareholders’ rights and interests of the public. Actively participate in various business training courses, regularly study the relevant latest policies and regulations issued by the CSRC and its dispatched offices and Shenzhen Stock Exchange transmitted by the office of the board of directors, as well as the relevant learning materials prepared by the office of the board of directors, have a more comprehensive understanding of the management systems of listed companies, continuously improve their ability to perform their duties, and form the ideological awareness of consciously protecting the interests of shareholders of the public, Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
6、 Other work
1. During his tenure, there was no proposal to convene the board of directors;
2. During his tenure, there was no proposal to hire or dismiss an accounting firm;
3. During his tenure, there was no independent employment of external audit institutions and consulting institutions.
During my tenure as an independent director of the company, I faithfully performed my duties, actively participated in the decision-making of major matters of the company, gave full play to the role of independent directors, earnestly safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and made suggestions for the development of the company. I sincerely wish the company steady operation and standardized operation under the leadership of the board of directors, so as to make the company sustainable, stable and healthy development.
Hereby report!
Ylz Information Technology Co.Ltd(300096) independent director Guo Xiaodong
April 25, 2022
