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”), sun Manli, 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, and in line with the principles of objectivity, impartiality and independence, is diligent and conscientious, and actively gives full play to the role of independent directors, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. On June 22, 2021, I was elected as an independent director of the company by the 2020 annual general meeting of shareholders of the company. My term of office in 2021 is from June 22, 2021 to December 31, 2021. I hereby summarize my performance of duties as an independent director in 2021 as follows: I. attendance at the meeting in 2021
After taking office, 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, so as to play 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 five 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 Manli-
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
3 3 0 0
1. As the chairman 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; Master the audit work arrangement and progress in 2021, and give play to the professional function and supervision role of the audit committee. (III) attendance at the general meeting of shareholders as nonvoting delegates
In 2021, the company did not hold a general meeting of shareholders during my term of office. I attended the shareholders’ meeting of the company to elect me as an independent director.
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
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
The 12th board of directors 2 On the adjustment of the company’s restricted stock and stock option incentive plan in 2021
2021.8.26 independent opinions on the granting price of institutional shares and the exercise price of stock options at the 18th meeting of the board of directors
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 preside over the work of the audit committee of the board of directors of the company and actively participate in the work of the nomination and Remuneration Committee; 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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(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:
(Sun Manli)
January 24, 2022
