Beijing Compass Technology Development Co.Ltd(300803)
Report on the work of independent directors in 2021
As an independent director of Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as “the company”), I Sun Wenjie, in strict accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association, and in line with the principles of objectivity, impartiality and independence, diligently and conscientiously, actively play the role of independent directors, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. My performance of duties as an independent director in 2021 is summarized as follows:
1、 Attendance at meetings in 2021
After taking office, I actively participated in all the board of directors and shareholders’ meetings held by the company, carefully reviewed the meeting proposals and relevant materials with a diligent attitude, actively participated in the discussion of various proposals and put forward reasonable suggestions, and played a positive role in the correct and scientific decision-making of the board of directors. In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. My attendance at the meeting is as follows:
(I) attendance at board meetings
In 2021, the company held 10 board meetings during my term of office. My attendance at the meetings is as follows:
Name of independent directors: directors who should attend in person this year (Times) entrusted to attend (Times) absent (Times) remarks
Number of meetings (Times)
Sun Wenjie-
1. I personally attended and voted in favor of all proposals considered at the board meeting.
2. No other independent directors were authorized to attend the meeting during the year.
3. I have not raised any objection to any matter of the company during the year.
(II) attendance at special committees of the board of directors
Audit committee Strategy Committee
Required attendance actual attendance required attendance actual attendance
5 5 1 1
1. As a member of the audit committee of the company, I earnestly perform my duties and supervise and inspect the audit work of the company according to the actual situation of the company; Be responsible for the communication between the company’s internal and external audit; Review the company’s financial information and its disclosure; Supervise the improvement and implementation of the internal control system; Carefully review the audit opinions issued by audit institutions, master the audit work arrangement and progress in 2021, and give full play to the professional function and supervision role of the audit committee.
2. As a member of the strategy committee, I studied the company’s long-term development strategy and major investment matters, and put forward suggestions on the company’s future strategic development according to the existing strategic planning and the company’s own development. It is hoped that the company will grasp the market situation and opportunities in time, make the company develop continuously, stably and healthily, and create higher value for the company’s shareholders and investors.
(III) attendance at the general meeting of shareholders as nonvoting delegates
In 2021, the company held two general meetings of shareholders during my term of office, and I attended the meetings as a nonvoting delegate.
2、 Independent opinions
In accordance with the articles of association and relevant provisions of other laws and regulations, I have expressed independent opinions on the following relevant matters of the company, as follows:
Time session matters
The 12th board of directors
1. About the 12th meeting of the company’s restricted stock and stock option incentive plan (Draft) on January 20, 2021
And its summary
Discuss
1. On the adjustment of the company’s restricted stock and stock option incentive plan in 2021
Independent opinions on incentive object and grant quantity
The 13th meeting on January 26, 2021
2. Proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft Amendment)
Independent opinions on the revised version) and its summary
The 12th board of directors
1. The 14th meeting of the independent meeting on February 8, 2021 on granting restricted shares and stock options to incentive objects in 2021
Opinions
Discuss
1. Independent opinions on the company’s profit distribution plan in 2020
2. Independent opinions on the appointment of accounting firms
The 12th board of directors
3. Special statement on the occupation of non operating funds and other related capital transactions of the company the 15th meeting of the April 23, 2021
Ming’s independent opinion
Discuss
4. Independent opinions on confirming the related party transactions of the company in 2020
5. About the remuneration of directors and senior managers in 2020 and the revision of the company’s directors
Time session matters
Independent opinions on the remuneration management system of directors, supervisors and senior managers
6. Independent opinions on the self-evaluation report on internal control in 2020
7. Independent opinions on the special report on the deposit and use of the company’s raised funds in 2020
8. Independent opinions on the company’s change of some investment projects with raised funds
9. Independent opinions on using some idle raised funds and self owned funds for cash management
10. Independent opinions on the company’s external guarantee in 2020
11. Independent opinions on the change of some directors and senior managers of the company
The 12th board of directors
2021.6.4 16th meeting Independent opinions on the by election of independent directors of the 12th board of directors
Discuss
1. Independent opinions on the special report on the deposit and use of the company’s raised funds in the half year of 2021
The 12th board of directors 2 Independent opinions on the adjustment of the company’s restricted stock and stock option incentive plan in 2021, the 18th session of the board of directors on August 26, 2021, and the exercise price of stock options
Discussion 3 Independent opinions on the occupation of the company’s funds by the company’s controlling shareholders, actual controllers and other related parties
3. Independent opinions on the external guarantee of the company in the half year of 2021
3、 On site investigation of the company
In 2021, I made full use of attending the meetings of the board of directors, the general meeting of shareholders and the special committee of the board of directors to focus on understanding the company’s operation, financial status, business development and other related matters.
Covid-19 epidemic had a certain impact on my on-site participation in meetings and on-site investigation. The company flexibly adopted the method of on-site combined with video conference to organize and hold the board of directors and general meeting of shareholders. I also maintained close contact with other directors, supervisors, senior managers and relevant personnel of the company through telephone, network and other means; Actively participate in the work of the audit committee and Strategy Committee of the board of directors of the company, and understand the financial status and operating performance of the company through meeting and communication with external audit institutions; Always pay attention to the impact of external environment and market changes on the company, and master the operation dynamics of the company.
4、 Work done in protecting the rights and interests of investors
(I) information disclosure of the company
I have continuously supervised the company’s information disclosure in 2021. Based on the principle of openness and transparency, I urge the company to strictly implement laws and administrative regulations such as the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and the company’s information disclosure management measures, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure.
(II) safeguarding the legitimate rights and interests of investors
I actively keep regular communication with the company’s chairman, general manager, chief financial officer, Secretary of the board of directors and other senior managers to understand the company’s business conditions in time. At the same time, as an independent director, I continue to learn and deepen my understanding of relevant laws and regulations, and carefully study the relevant documents issued by the CSRC and Shenzhen Stock Exchange, so as to improve the awareness of protecting the legitimate rights and interests of the company and investors, especially the public shareholders.
(III) performance of duties of independent directors
In strict accordance with the provisions of the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association, I perform the obligation of loyalty and diligence, review various proposals of the company on the principle of openness and transparency, actively participate in the company’s decision-making and fully communicate on relevant issues, Promote the development and standardized operation of the company. On this basis, with their own professional knowledge, they exercise their voting rights independently, objectively and prudently, and effectively safeguard the legitimate rights and interests of the company and the majority of investors. 5、 Other working conditions
In 2021, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, to employ or dismiss accounting firms, or to independently employ external audit institutions and consulting institutions.
In 2022, I will continue to strengthen my study, earnestly, diligently and faithfully perform my duties in strict accordance with the provisions and requirements of relevant laws and regulations on independent directors, enhance the transparency of the board of directors, and safeguard the legitimate rights and interests of investors, especially small and medium-sized investors, so as to promote the improvement of the company’s business performance and the sustainable, stable and healthy development. I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the performance of my duties.
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independent director:
(Sun Wenjie)
January 24, 2022
