2021 annual report of independent directors
(Li Xiaowei)
Shareholders and shareholder representatives:
As an independent director of the second board of directors of Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”), during my term of office, I strictly abide by the laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies, the articles of association and the working system of independent directors, He has fulfilled the duties of independent directors with due diligence, actively attended the board of directors, general meeting of shareholders and other relevant meetings held by the company in 2021, carefully considered various proposals, expressed independent opinions on major issues, gave full play to the role of independent directors, effectively ensured the impartiality and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and shareholders. I hereby report my performance in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting of the company
In 2021, I actively attended the board of directors and shareholders’ meeting of the company and studied and verified various proposals with a rigorous attitude. The convening and holding of the board of directors and the general meeting of shareholders of the company comply with legal procedures, and all decisions on operation, management, investment and financing matters are made in strict accordance with relevant regulations. In 2021, the company held five Board meetings and two general meetings of shareholders. My attendance at the above meetings is as follows:
(1) Board of directors
Name: present in person or absent by proxy this year
Number of board meetings
Li Xiaowei
(2) General meeting of shareholders
Name of the participating units present in person and entrusted to attend in absentia this year
Number of East Asian conferences
Li Xiaowei 2 0 0 0
2、 Independent opinions
In 2021, in accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, I gave independent opinions on major matters related to the use of raised funds, related party transactions, profit distribution, changes in accounting policies, equity incentives, appointment of senior managers, investment and financing, as follows:
（1） On March 19, 2021, he expressed independent opinions on relevant matters considered at the sixth meeting of the second board of directors held by the company:
1. Independent opinions on the provision of buyer’s credit guarantee for customers by the company and its holding subsidiaries.
（2） On April 7, 2021, he expressed independent opinions on relevant matters considered at the seventh meeting of the second board of directors held by the company:
1. Independent opinions on the company’s 2020 profit distribution plan;
2. Independent opinions on the special report on the deposit and use of raised funds in 2020;
3. Independent opinions on the company’s self-evaluation report on internal control in 2020 and the self-examination form for the implementation of internal control rules;
4. Independent opinions on the remuneration (allowance) scheme of the company’s directors, supervisors and senior managers in 2021;
5. Independent opinions on the renewal of the company’s audit institution in 2021;
6. Independent opinions on the change of the company’s accounting policies;
7. Independent opinions on the actual occurrence of the company’s daily related party transactions in 2020 and the prediction of daily related party transactions in 2021;
8. Independent opinions on the purchase of real estate and related party transactions;
9. Independent opinions on the prediction of the company and its subsidiaries applying for comprehensive credit line from the bank in 2021;
10. Opinions on the management of idle cash raised by the company and the independent use of its own funds; 11. Independent opinions on the guarantee provided by the company to subsidiaries;
12. Independent opinions on the buyer’s credit guarantee provided by the company and its subsidiaries to customers;
13. Independent opinions on the unfulfilled conditions for the lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019, the repurchase and cancellation of some restricted shares and the reduction of registered capital;
14. Independent opinions on the resignation of the general manager and the appointment of the general manager of the company;
15. Independent opinions on the appointment of deputy general manager and Secretary of the board of directors of the company;
16. Independent opinions on using some idle raised funds to supplement working capital temporarily;
17. Independent opinions on the addition of new implementation subjects and the establishment of special accounts for raised funds for some raised investment projects; 18. Independent opinions on the extension of some raised investment projects;
19. Special instructions and independent opinions on the occupation of the company’s funds and external guarantees by the company’s actual controllers and other related parties in 2020.
（3） On August 26, 2021, he expressed independent opinions on relevant matters considered at the ninth meeting of the second board of directors held by the company:
1. Independent opinions on the special report on the deposit and use of the company’s raised funds in the half year of 2021;
2. Independent opinions on increasing the amount of foreign exchange derivatives trading business;
3. Special instructions and independent opinions on the occupation of the company’s funds and the company’s external guarantees by the company’s actual controllers and other related parties in the half year of 2021.
（4） On October 29, 2021, he expressed independent opinions on relevant matters considered at the 10th meeting of the second board of directors held by the company:
1. Independent opinions on adjusting the implementation subjects of some raised investment projects;
2. Independent opinions on adjusting the investment amount and implementation method of raised funds for some raised investment projects.
3、 Investigation of the company
In 2021, in accordance with the relevant requirements of the exchange, the CSRC and the company for independent directors, I took advantage of the opportunities to participate in meetings such as the board of directors, the general meeting of shareholders and special committees of the company and my spare time to deeply understand the production, operation and financial status of the company. I understand the improvement and implementation of the company’s production and operation, internal management and internal control systems, the implementation of the resolutions of the board of directors, financial management, the use of raised funds, foreign investment, foreign guarantee and related transactions by means of on-site investigation, listening to reports, telephone communication, e-mail and other means, and maintain close communication with the company’s directors and senior managers, Keep abreast of the progress of the company’s major issues, master the company’s dynamics, always pay attention to the impact of the external environment and market changes on the company, pay attention to the relevant reports of the media and network, and effectively perform the duties of independent directors.
4、 Work done in protecting shareholders’ rights and interests
In 2021, I continued to pay attention to the company’s information disclosure and urged the company to be true, accurate and complete in strict accordance with laws and regulations such as the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, as well as the articles of association, the company’s information disclosure management system and other relevant systems Complete the company’s information disclosure in time. During the deliberation of each proposal, through careful review of relevant documents and verification of relevant conditions, independent judgment and prudent voting, ensure that the opinions expressed are professional and objective, free from the influence of any shareholders and related persons, and effectively safeguard the interests of shareholders of the company. In strict accordance with the requirements of relevant laws and regulations, I performed various duties independently and diligently, supervised and verified the performance of directors and senior executives, actively and effectively performed the duties of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of shareholders of the company.
5、 Work of the special committee
As the chairman of the remuneration and appraisal committee, I actively performed my duties in 2021 in accordance with the articles of association, the working rules of the remuneration and appraisal committee of the board of directors and other relevant provisions, as follows:
The second session of the remuneration and appraisal committee was convened on July 1, 2024. The meeting deliberated and approved 1. The proposal on the remuneration (allowance) scheme for directors, supervisors and senior managers of the company in 2021; 2. The proposal on the unfulfilled conditions for the lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019, the repurchase and cancellation of some restricted shares and the reduction of registered capital was submitted to the board of directors for deliberation. 6、 Training and learning
In 2021, I insisted on studying the latest relevant laws, regulations and other relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of public shareholders, and timely mastered the company and industry information by receiving the monthly report of the board of directors prepared by the board of directors every month, Through participating in the relevant training organized by the regulatory authorities and the company, they can have a more comprehensive understanding of the management systems of listed companies, continuously improve their ability to perform their duties, form the ideological consciousness of consciously protecting the rights and interests of shareholders of the company, provide better opinions and suggestions for the scientific decision-making and risk prevention of the company, provide better decision-making reference for the sustainable and steady development of the company, and promote the further standardized operation of the company, Effectively improve the ability to protect the interests of investors.
7、 Other matters
（1） There is no proposal to convene the board of directors;
（2） There is no proposal to dismiss the accounting firm;
（3） There is no independent engagement of external audit institutions or consulting institutions.
In 2022, I will continue to study laws, regulations and relevant provisions in the spirit of diligence, deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders’ rights and interests of the public, form an ideological awareness of consciously protecting the shareholders’ rights and interests of the public, faithfully fulfill the obligations of independent directors and give full play to the role of independent directors, Safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
Independent director: Li Xiaowei
April 27, 2022
