Shanghai Nenghui Technology Co.Ltd(301046)
2021 annual report of independent directors
Dear shareholders and shareholder representatives
As an independent director of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company”), in 2021, I 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 governance of listed companies, the guidelines for the standardized operation of Companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations Normative documents, as well as the articles of association, working system of independent directors, working rules of the audit committee of the board of directors, working rules of the remuneration and assessment committee of the board of directors and other regulations and requirements, faithfully, diligently and conscientiously perform their duties, timely understand the production and operation of the company, pay full attention to the development of the company, and actively attend relevant meetings of the company, Carefully reviewed various proposals of the board of directors and relevant meeting documents, and expressed independent opinions on relevant matters considered by the board of directors, effectively ensured the scientificity of the decision-making of the board of directors and the standardization of the company’s operation, gave full play to the responsibilities of independent directors, and effectively safeguarded the legitimate rights and interests of the company and all shareholders.
I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held 11 meetings of the board of directors and 6 general meetings of shareholders. I attended all meetings of the board of directors and all general meetings of shareholders on time without authorization or absence. I have carefully considered all proposals and relevant meeting documents of the board meeting, exercised voting rights prudently, and safeguarded the overall interests of the company and the interests of minority shareholders. In my opinion, the convening and holding of the board meetings of the company in 2021 comply with the legal procedures, and the relevant procedures have been performed for major business decision-making and other major matters, which are legal and effective. The resolutions are in line with the overall interests of the company and do not damage the legitimate interests of all shareholders of the company, especially the minority shareholders. Therefore, in 2021, I voted in favor of all proposals of the board of directors of the company, and there was no objection, objection or waiver.
2、 Independent opinions
Independent opinion on the date of the session
Independent opinions on related party transactions of the company during the reporting period
The second board of directors
The second meeting of the tenth board of directors on March 24, 2021 on the independent opinions on the engagement of the company’s audit institution in 2021
Independent opinions on the company’s 2021 directors’ remuneration plan
Independent opinions on the remuneration scheme of the company’s senior managers in 2021
Independent opinions on adjusting the amount of the second board of directors to be invested in the investment projects with raised funds
Independent opinions of the 10th board of directors on matters related to the semi annual report on August 26, 2021
Seventh meeting 1. Independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties;
2. Independent opinions on the external guarantee of the company
Opinions of the 10th independent meeting of the second board of directors on using some idle raised funds for cash management on September 3, 2021
Eighth meeting
Independent opinion of the second board of directors on the use of bank acceptance bills to pay the funds required for raised investment projects on October 27, 2021 and equal replacement with raised funds
Independent opinions of the 9th meeting on the company and its subsidiaries applying for comprehensive credit from the bank and providing guarantee for subsidiaries
Independent opinions of the second board of directors on December 14, 2021 and its summary of the board of directors of the company’s restricted stock incentive plan (Draft) in 2021
Independent opinions of the 10th meeting on the scientificity and rationality of the indicators set in the 2021 restricted stock incentive plan
3、 Performance of special committees
As the chairman of the audit committee, I actively perform corresponding duties, supervise and inspect the audit work of the company, and supervise the perfection and implementation of the internal control system; Responsible for the communication between the company’s internal and external auditors, carefully reviewing the audit opinions issued by the audit institutions, mastering the audit work arrangement and progress in 2021, giving full play to the professional function and supervision role of the audit committee, effectively supervising the progress of the audit work in 2021 and maintaining the independence of the audit work, Safeguarding the interests of the company and minority shareholders.
As the chairman of the remuneration and assessment committee and the member of the nomination committee, I evaluate and assess the work performance of the company’s directors and senior managers, and review the remuneration of directors and senior managers; Participate in the preparation of the company’s draft restricted stock incentive plan in 2021 and the assessment management measures for the implementation of the incentive plan; Put forward suggestions on relevant assessment and evaluation standards according to the work scope and importance of the company’s directors, senior managers and incentive objects, so as to promote the scientificity of salary assessment.
4、 On site investigation of the company
In 2021, I actively understood the company’s production and operation and financial situation, listened to the introduction and report of the company’s managers on the company’s internal management and control, the implementation of board resolutions, information disclosure management and other daily situations through on-site investigation, telephone and interview, and communicated with other directors Senior managers and relevant staff keep close contact, always pay attention to the impact of external environment and market changes on the company, and pay attention to the relevant reports of the media, Internet and other media on the company. Put forward suggestions on the operation and management of the company, supervise and urge the standardized operation of the company and earnestly safeguard the interests of the company.
5、 Work done in protecting the rights and interests of investors
1. In 2021, I continued to pay attention to the company’s information disclosure, actively promoted and improved the company’s internal control system, urged the company to improve the company’s information disclosure management system in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations, and required the company to strictly implement the relevant provisions of information disclosure, Ensure that the information disclosure of the company is true, accurate, complete, timely and fair, supervise and urge the standardized operation of the company, and earnestly safeguard the legitimate rights and interests of the company and shareholders.
2. As an independent director of the company, I strictly perform the duties of an independent director, actively pay attention to the operation of the company, carefully listen to the report of the company’s management on the operation and standardized operation, actively obtain various materials required for making decisions, effectively perform the duties of an independent director, attend the meeting of the board of directors on time, and carefully review the materials provided by the company, And use their professional knowledge to make independent, fair and objective conclusions, exercise their voting rights prudently, and earnestly safeguard the interests of all shareholders, especially small and medium-sized shareholders.
6、 Training and learning
Since I became an independent director, I have always focused on learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant regulations, especially those related to regulating the corporate governance structure of the company, actively participating in relevant training organized by the company in various ways, continuously improving my ability to perform my duties and promoting the further standardized operation of the company, Protect the legitimate rights and interests of all shareholders, especially minority shareholders.
7、 Other matters
In 2021, I did not propose to convene the board of directors or the extraordinary general meeting of shareholders, or to dismiss the accounting firm or propose to hire an independent external audit institution and consulting institution.
In 2022, based on the principles of prudence, diligence and faithfulness, I will continue to fulfill my duties, perform the duties of independent directors diligently, use my professional knowledge and rich experience to provide more constructive suggestions for the development of the company and safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
The report is over, thank you!
Independent director: Zhang MEIXIA February 24, 2022
