Kaiyuan Education Technology Group Co.Ltd(300338)
Report on work of independent director Yang Zihui in 2021
Shareholders and shareholder representatives:
As an independent director of Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as “the company”), I have strictly followed the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, several Provisions on strengthening the protection of the rights and interests of public shareholders, the articles of association In accordance with the provisions and requirements of the working system of independent directors and other relevant laws, regulations, rules and normative documents, and based on the principle of safeguarding the interests of the company and shareholders, especially minority shareholders, actively participate in all affairs of the company and perform their duties objectively, fairly and independently. I hereby report my performance of the duties of independent directors in 2021 as follows: I. participation in the meeting
During the reporting period, in accordance with the requirements of relevant laws, regulations and the articles of association, I attended all the board meetings that should be attended, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of various proposals, and expressed my consent to the proposals considered at each board meeting this year. The details are as follows:
The meeting is held in this year. In this year, you should participate in on-site voting and entrust voting by means of communication
Number of board meetings number of board meetings number of seats number of attendance
8 7 1 6 0 all agree
In 2021, the company held 6 general meetings, including the first extraordinary general meeting in 2021, the annual general meeting in 2020, the second extraordinary general meeting in 2021, the third extraordinary general meeting in 2021, the fourth extraordinary general meeting in 2021 and the fifth extraordinary general meeting in 2021. My attendance at the meeting is as follows:
Actual attendance at the annual meeting
remarks
Number of general meetings of shareholders
6 5 5
2、 Opinions of independent directors
During the reporting period, as an independent director of the company, I scrupulously and diligently performed my duties, gave full play to the role of independent directors, actively attended relevant meetings, carefully considered various proposals, objectively expressed my views and views, and made independent and impartial judgments by using my professional knowledge, so as to effectively safeguard the interests of the company and shareholders, especially small and medium-sized shareholders. During the term of office in 2021, I gave independent opinions on the following matters: 1. On January 18, 2021, at the 14th meeting of the Fourth Board of directors of the company, I gave prior approval opinions on the sale of assets and related party transactions; Expressed independent opinions on the sale of assets and related party transactions of the company. 2. On April 23, 2021, at the 15th meeting of the Fourth Board of directors of the company, I gave my pre approval opinions on the special audit report on the renewal of the audit institution in 2021, the daily connected transaction quota in 2021 and the occupation of subsidiary funds by the company’s controlling shareholders and other connected parties in 2020; The company’s funds occupied by the controlling shareholders, actual controllers and other related parties in 2020, the company’s external guarantees, the 2020 annual profit distribution plan, the continued employment of financial audit institutions, the 2020 internal control self-evaluation report, the remuneration of the company’s directors, supervisors and senior managers, the provision for asset impairment, credit impairment and bad debt write off in 2020, asset scrapping, the daily amount of connected transactions in 2021 The provision for impairment of goodwill, the implementation of the new lease standards and the change of relevant accounting policies, the company and its subsidiaries applied for comprehensive credit from the bank in 2021, and the appointment of senior managers expressed independent opinions.
3. On May 31, 2021, at the 16th meeting of the Fourth Board of directors of the company, I expressed my independent opinions on the 2021 restricted stock incentive plan (Draft) and its summary, and the measures for the assessment and management of the implementation of the 2021 restricted stock incentive plan.
4. On July 29, 2021, at the 17th meeting of the Fourth Board of directors of the company, I gave my prior approval opinions on matters related to the company’s issuance of shares to specific objects and the shareholder return plan for the next three years (20212023); On matters related to the adjustment of the company’s restricted stock incentive plan in 2021, the first granting of restricted shares to incentive objects, the company’s compliance with the conditions for issuing shares to specific objects, the scheme and plan for issuing A-Shares to specific objects in 2021, the demonstration and analysis report on the scheme for issuing A-Shares to specific objects in 2021, the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2021 The special report on the use of the previously raised funds, the related party transactions involved in the issuance of A-Shares to specific objects in 2021, the signing of conditional and effective share subscription agreement between the company and specific objects, the measures to fill the diluted immediate return after the issuance of A-Shares to specific objects and the commitments of relevant subjects, and the shareholder return plan of the company for the next three years (20212023).
5. On August 16, 2021, at the 18th meeting of the Fourth Board of directors of the company, I expressed my independent opinions on the repurchase and cancellation of some restricted shares involved in the 2018 restricted stock incentive plan.
6. On December 7, 2021, at the 21st Meeting of the Fourth Board of directors of the company, I expressed independent opinions on nominating candidates for independent directors, nominating candidates for non independent directors and appointing senior managers. 3、 Field work
In 2021, I made many on-site visits to the company. After attending the meeting, I also had a discussion with the company’s senior executives to understand the company’s production and operation and financial status, as well as the progress of the company’s work in terms of governance structure, standardized operation, internal control system and financial management, urge the company’s directors, supervisors and senior managers to perform their duties according to law, and ensure that the raised funds are stored and used according to regulations, Strictly monitor related party transactions, foreign investment and other major matters; And maintain close contact with other directors and senior executives of the company through telephone and e-mail; Always pay attention to the relevant reports of external media and Internet companies, timely learn the progress of major matters of the company, master the business dynamics of the company, and effectively perform the duties of independent directors.
In 2021, the operation of the company was normal, and there was no damage to the rights and interests of investors due to related party transactions and insider trading. The raised funds were deposited in the special account of raised funds in strict accordance with relevant regulations and used in strict accordance with the purpose of raised funds. The company had a relatively perfect internal control system, the convening of the board of directors was in line with legal procedures, and the information disclosure was timely, complete and accurate. 4、 Other matters
1. No proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There are no independent external audit institutions and consulting institutions;
4. Failing to publicly solicit voting rights from shareholders before the general meeting of shareholders;
5. Did not propose to the board of directors to convene an extraordinary general meeting of shareholders.
It is hereby reported.
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Kaiyuan Education Technology Group Co.Ltd(300338) independent directors of the board of directors:
Yang Zihui
April 28, 2022
