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, Li Wenting, 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 provisions of the articles of association, in line with the principles of objectivity, impartiality and independence, diligently and conscientiously, and 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
I actively participated in the board of directors and shareholders’ meeting 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)
Li Wenting 10-
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 nomination and Remuneration Committee
Required attendance actual attendance required attendance actual attendance
5 5 5 5
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 the chairman of the nomination and Remuneration Committee of the company, I evaluate and assess the work performance of the company’s directors, supervisors and senior managers, and review the remuneration of directors, supervisors and senior managers; Study the company’s salary policies and plans, and participate in the formulation of the company’s 2021 restricted stock and stock option incentive plan (Draft) and the assessment management measures for the implementation of the incentive plan; Conduct qualification examination for the primary candidates of the company’s directors and senior managers, and earnestly perform the responsibilities and obligations of the members of the nomination and Remuneration Committee.
(III) attendance at the general meeting of shareholders as nonvoting delegates
In 2021, during my term of office, the company held two general meetings of shareholders, and I attended one meeting 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 company’s 2021 restricted stock and stock option incentive plan (Draft) 2021.1.20
Independent views of the Twelfth Meeting and its summary
1. Independent opinions on adjusting the incentive objects and the number of grants of the 12th board of directors of the company’s restricted stock and stock option incentive plan in 2021
2021.1.26
Thirteenth meeting 2 Independent opinions on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary
The 12th board of directors 1 On granting restricted shares and stock options to incentive objects in 2021
Comments made at the 14th Meeting
1. Independent opinions on the company’s profit distribution plan in 2020
2. Independent opinions on the appointment of accounting firms
3. Special on the occupation of non operating funds and other related capital transactions of the company
The 12th board of directors
2021.4.23 independent opinion on the description
Fifteenth meeting
4. Independent opinions on confirming the related party transactions of the company in 2020
5. Independent opinions on the remuneration of directors and senior managers in 2020 and the revision of the remuneration management system of directors, supervisors and senior managers of the company
Time session matters
6. Independent opinions on the self-evaluation report on internal control in 2020
7. Special report on the deposit and use of the company’s raised funds in 2020
Independent opinion of
8. Independent opinions on the company’s change of some investment projects with raised funds
9. About using some idle raised funds and self owned funds for cash management
Independent opinion of
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 1. Independent opinions on the by election of independent directors of the 12th board of directors
Sixteenth meeting
1. Special report on the deposit and use of the company’s raised funds in the half year of 2021
Independent opinion of the report
2. On the adjustment of the company’s 2021 restricted stock and stock option incentive plan limited to the 12th board of directors
2021.8.26 independent opinions on the grant price of institutional shares and the exercise price of stock options
Eighteenth meeting
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 of the board of directors and the nomination and Remuneration Committee 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 faithfully and diligently perform the duties of independent directors, give full play to the role of independent directors, actively participate in the board of directors and shareholders’ meeting of the company, and use professional knowledge and experience to provide more constructive suggestions for the development of the company; Strengthen the communication and cooperation with the board of directors, the board of supervisors and the management of the company, deeply understand the production and operation status, management and internal control of the company, improve the scientific decision-making of the board of directors, and play a more active role in promoting the sustainable, steady and rapid development of the company. 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 their duties.
(no text below)
(there is no text on this page, which is the signature page of Beijing Compass Technology Development Co.Ltd(300803) 2021 annual report of independent directors)
independent director:
(Li Wenting)
January 24, 2022
