Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of the Fourth Board of directors of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”), I have strictly followed the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange The guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, other relevant laws and regulations, the articles of association, the company’s independent director system and other relevant provisions and requirements of the company, faithfully performed the duties of independent directors, exercised the rights conferred by the company with diligence and prudence, attended the relevant meetings of the company in 2021, and expressed independent opinions on the relevant bills of the board of directors, Safeguarding the interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, I attended all the meetings of the board of directors held by the company and voted in person. In 2021, based on the principles of diligence, pragmatism, integrity and responsibility, I attended the meetings held by the board of directors on time, carefully considered all proposals submitted to the board of directors, actively participated in the discussion of various proposals, exercised the voting right with a cautious attitude, and believed that these proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders, Therefore, they voted in favour of all the proposals without objection or abstention.
2、 Independent opinions
As an independent director of the company, in 2021, I fulfilled my duties, understood the operation of the company in detail, and worked with other independent directors of the company to provide guarantees, correct and retroactively adjust early accounting errors, adjust the performance commitments of subsidiaries and sign supplementary agreements, terminate the issuance of shares to specific objects, withdraw application documents, and handle matters related to small and rapid financing The company has no actual controller, controlling shareholder, appointment of senior managers, election of directors, related party transactions and other matters, and has expressed independent opinions and prior approval opinions, which has played a positive and constructive role in the scientific decision-making of the board of directors. The specific opinions are as follows:
Date and type of disclosure of opinions on matters at the session of the board of directors
January 2021: the 4th board of directors
On June 26, the 54th meeting agreed to the independent opinion on providing performance guarantee for wholly-owned subsidiaries
Independent opinions of the Fourth Board of directors on correction and retroactive adjustment of accounting errors in the previous period in April 2021
At its 57th meeting, on 26 June
1. About the occupation of the company’s assets by controlling shareholders and other related parties
Independent explanation of the company’s external guarantee
opinion;
2. Independent on related party transactions of the company in 2020
opinion;
The 4th board of directors 3. Independent report on the company’s profit distribution plan in 2020
Opinions of the 58th session of the April 2021 meeting; Agree to the meeting on April 29. 4. Report on the self-evaluation of the company’s internal control in 2020
Independent opinions of the report;
5. About the deposit and use of the company’s raised funds in 2020
Independent opinion on the situation;
6. On the remuneration of directors and senior managers of the company
Independent opinions;
7. Independent opinions on bad debt write off.
In May 2021, the Fourth Board of directors made a commitment on adjusting the performance of wholly-owned subsidiaries and signed a supplementary agreement
The 59th session of the parliament agreed to the views of the independent committee on August 18
In May 2021, the 4th board of directors decided to terminate the issue of shares to specific objects and withdraw the application
On June 20, the 60th meeting of the meeting requested the prior approval and consent of the document
1. On matters concerning the termination of issuing shares to specific objects
Independent opinions on the proposal of the Fourth Board of directors and withdrawal of application documents in May 2021;
The 60th meeting of the board of directors on June 20 2. Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance at the meeting
See you.
June 2021: the 4th board of directors
On February 2, the 61st meeting of the meeting agreed to the independent opinion on providing guarantee for wholly-owned subsidiaries
On July 1, 2021, the independent opinion that the company has no controlling shareholder and actual controller was agreed
July 2021: the 4th board of directors
On June 26, the 65th meeting agreed to the independent opinion on the appointment of the company’s chief financial officer
The Fourth Board of directors in August 2021 raised the estimated amount of daily related party transactions of the company in 2021
On June 28, the 66th meeting of the meeting was approved in advance
1. About the controlling shareholders and others of the company in the half year of 2021
Independent opinions of related parties on the capital occupation of listed companies
See;
2. Independent guarantee of the company for the half year of 2021
opinion;
3. Notice on related party transactions of the company in the half year of 2021
Independent opinions of the Fourth Board of directors;
Independent opinions of the 66th session of the August 2021 meeting on the special report on the deposit and use of the raised funds in the half year of 2021 on the 28th meeting;
5. About the preliminary meeting of the company in the first half of 2020 and the third quarter
Independent opinions on correction of accounting errors and retroactive adjustment;
6. Independent opinions on the ratification of related party transactions;
7. About the increase of the company’s daily related party transactions in 2021
Independent opinions on quota matters;
8. About the increase of the company’s daily related party transactions in 2021
Prior approval opinions on the amount of credit.
The 4th board of directors 1. On the election of non independent directors of the 5th board of directors of the company
The 68th independent opinion of the September 2021 meeting; Agree to the decision on the election of independent directors of the 5th board of directors of the company at the meeting on June 16
Make comments.
Prior confirmation of the Fourth Board of directors on borrowing from the second largest shareholder and related party transactions in October 2021
The 69th meeting of the meeting on May 13 may agree
On October 2021, the independent intention of the Fourth Board of directors on borrowing from the second largest shareholder and related party transactions
The sixty ninth meeting of the meeting was held on 13 August
I believe that the major issues considered by the board of directors in 2021 comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, reflect the principles of openness, fairness and impartiality, the company’s procedures for considering and voting on major issues are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Performance of special committees
In accordance with the relevant requirements of the implementation rules of the company’s special committees, the Committee communicates and exchanges with the company’s management on major matters such as the election and appointment of directors and senior managers, the salary assessment of directors and senior managers and the company’s annual report, listens to the work reports of relevant personnel, and guides and supervises the implementation of relevant systems and procedures. Review the above matters respectively, and put forward the opinions and suggestions of the special committee to the board of directors after reaching opinions.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company to understand the company’s production and operation status, management, internal control and other system construction and implementation, and the implementation of the resolutions of the board of directors; Keep close contact with other directors, senior managers and relevant staff, timely learn about the progress of major matters of the company, pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions and opinions on the operation and management of the company.
5、 Work done to protect the legitimate rights and interests of shareholders
(I) continue to pay attention to the company’s information disclosure work, and urge the company to improve the company’s information disclosure management system in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the company’s information disclosure management measures; The company is required to strictly implement the relevant provisions on information disclosure, ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure, and safeguard the interests of the company and investors.
(II) perform the duties of independent directors in accordance with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations; At the same time, I always adhere to the principles of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with other directors, supervisors and management, objectively and fairly protect the legitimate rights and interests of investors, especially minority shareholders, and play a due role in promoting the steady operation of the company and creating good performance.
(III) during the preparation of the company’s 2021 annual report, I listened carefully to the reports of the company’s management and relevant personnel on the development trend of the industry, the company’s operating conditions, investment and financing activities, internal control and other aspects, fully and effectively communicated with the company’s financial director and annual report auditor, understood and mastered the audit work arrangement and progress of the 2021 annual report, and carefully reviewed relevant materials, Effectively communicate with the company’s management and the annual audit accountant on the problems found in the audit process, urge the annual audit accountant to issue the annual report on time, ensure that the annual report audit is completed on schedule and comprehensively and objectively reflect the real situation of the company.
6、 Other working conditions
(I) during the reporting period, no independent director proposed to hold a meeting of the board of directors;
(II) during the reporting period, no independent director proposed to hire or dismiss an accounting firm; (III) during the reporting period, no independent director proposed to hire an external audit institution or consulting institution. The above is my report on my performance of duties in 2021.
I would like to express my respect and heartfelt thanks to the board of directors, management and relevant personnel of the company for their active and effective cooperation and support in the process of performing their duties.
It is hereby reported.
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(there is no text on this page, which is the signature page of the 2021 work report of independent directors of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd.)
Independent director: Wang Xuechun April 26, 2022
