Zhejiang Windey Co.Ltd(300772)
Report on the work of independent directors in 2021
(Wang Jianping)
As an independent director of the Fourth Board of directors of Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as “the company”), I strictly comply with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, and rules for independent directors of listed companies Several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association, working rules of independent directors and other provisions, during his tenure in 2021, he was faithful, diligent and conscientious, took the initiative to understand the production and operation of the company, carefully considered various proposals of the board of directors, and expressed independent, objective and professional opinions on relevant matters, Give full play to the role of independent directors and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
The performance of the duties of independent directors during the term of office in 2021 is reported as follows:
1、 Attendance at meetings
1. Attendance at the board of directors
In 2021, the company held 13 meetings of the board of directors, including 1 on-site, 1 on-site combined with video and 11 by communication. My attendance at the meeting of the board of directors is as follows:
The number of attendance of independent directors is entrusted by means of communication. Is there two consecutive absences
Number of seats attended the meeting number of times did not attend the meeting in person
Several meetings
Wang Jianping 13 2 11 0 0 0 no
I carefully reviewed the relevant proposals considered by the board of directors, actively participated in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors. The convening of the board of directors in 2021 complies with legal procedures, and the deliberation procedures of various proposals are legal and effective. In 2021, I voted in favor of all the proposals considered by the board of directors, and there was no negative vote or abstention.
2. Attendance at the general meeting of shareholders
In 2021, the company held five general meetings of shareholders, and the number of times I attended the general meeting of shareholders as a nonvoting delegate is as follows:
Attendance times of independent directors
Wang Jianping 5
The proposals of each general meeting of shareholders held by the company in 2021 were deliberated and passed, and there was no interim proposal.
2、 Independent opinion
During my tenure in 2021, in accordance with the requirements of relevant laws, regulations and normative documents, I made an objective, independent and impartial judgment based on my professional knowledge and ability on the premise of fully understanding the relevant matters considered by the board of directors of the company, Express independent opinions on the following matters together with other independent directors: 1. On March 8, 2021, the 17th meeting of the Fourth Board of directors issued the independent opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors and the prior approval opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors Appointed the executive deputy general manager, revised the 2020 restricted stock incentive plan (Draft) and the implementation of assessment management measures, expressed independent opinions on the purchase and operation of scientific research houses and related party transactions, and expressed prior approval opinions on the purchase and operation of scientific research houses and related party transactions.
2. On April 9, 2021, the 18th meeting of the 4th board of directors issued the independent opinions of independent directors on relevant matters of the 18th meeting of the 4th board of directors, and expressed the agreed independent opinions on providing guarantee for the financial leasing business of subsidiaries.
3. On April 23, 2021, the 19th meeting of the 4th board of directors issued the independent opinions of independent directors on matters related to the 19th meeting of the 4th board of directors and the prior approval opinions of independent directors on matters related to the 19th meeting of the 4th board of directors Special opinions of independent directors on the actual situation of the company’s daily related party transactions in 2020 and the expected differences, special instructions and independent opinions of independent directors on the occupation of funds by controlling shareholders and other related parties and the company’s external guarantee, evaluation report on internal control, special report on the deposit and use of raised funds in 2020 Reappointment of the company’s 2021 audit institution, profit distribution plan for 2020, confirmation of the excess of daily related party transactions in 2020, daily related party transactions in 2021, use of idle self owned funds for entrusted financial management, and changes in accounting policies, Issued special opinions on the differences between the actual situation of the company’s daily connected transactions in 2020 and the expected ones, and issued prior approval opinions on the renewal of the company’s 2021 audit institution, the confirmation of the excess of the daily connected transactions in 2020, the daily connected transactions in 2021 and the changes of accounting policies, Issued special instructions and independent opinions on the funds occupied by the controlling shareholders and other related parties and the external guarantee of the company in 2020.
4. On April 27, 2021, the 20th meeting of the 4th board of directors issued the independent opinions of independent directors on relevant matters of the 20th meeting of the 4th board of directors, and expressed the agreed independent opinions on adjusting the incentive plan of restricted shares and granting restricted shares to incentive objects.
5. On May 20, 2021, the 21st Meeting of the 4th board of directors issued the independent opinions of independent directors on matters related to the 21st Meeting of the 4th board of directors, and expressed agreed independent opinions on the use of some idle raised funds for cash management.
6. On July 19, 2021, the 23rd Meeting of the 4th board of directors issued the independent opinions of independent directors on matters related to the 23rd Meeting of the 4th board of directors, and expressed agreed independent opinions on the by election of directors and the appointment of senior managers of the company.
7. On July 28, 2021, the 24th Meeting of the 4th board of directors issued the independent opinions of independent directors on relevant matters of the 24th Meeting of the 4th board of directors, and expressed the agreed independent opinions on the early redemption of the company’s convertible corporate bonds.
8. On August 27, 2021, the 26th meeting of the 4th board of directors issued the independent opinions of independent directors on matters related to the 26th meeting of the 4th board of directors and the special instructions and independent opinions of independent directors on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company, The special report on the deposit and use of the raised funds in the first half of 2021 issued an agreed independent opinion, and the special explanation and independent opinion on the occupation of funds by the controlling shareholders and other related parties and the external guarantee of the company in the first half of 2021.
9. On November 30, 2021, the 28th meeting of the Fourth Board of directors issued the independent opinions of independent directors on matters related to the 28th meeting of the Fourth Board of directors, which made a report on the issuance of securities by the company to unspecified objects, the use of the company’s previously raised funds We have expressed our independent opinions on the diluted immediate return and filling measures of this allotment and the commitments of relevant subjects.
3、 Work of special committees of the board of directors
I am the convener of the nomination committee of the Fourth Board of directors and a member of the strategy and Investment Committee. During his tenure in the special committee, he actively participated in the work of each committee according to the working rules of each special committee, carefully examined the nomination and qualification of candidates for the board of directors, the board of supervisors and senior managers of the company, and put forward suggestions; Put forward reasonable opinions and suggestions on the company’s development planning and major issues.
4、 On site inspection of the company
In 2021, I made many on-site visits to the company to understand the daily operation of the company, the construction and implementation of the company’s management, internal control and other systems, actively exchanged and communicated with other directors, supervisors and senior managers of the company, and listened to the reports of the company’s management on the company’s operation and development planning for many times, Always pay attention to the impact of external environment and market changes on the company, put forward suggestions and ideas, and actively play the role of independent directors.
5、 Work on protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, so that the company can complete the information disclosure in a true, timely and complete manner in strict accordance with the company law, securities law and other laws, regulations, articles of association and other relevant provisions. 2. Perform the duties of independent directors in accordance with the company law, the articles of association and other laws, regulations and normative documents; At the same time, I always adhere to the principles of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with other directors, supervisors and management, improve my decision-making ability, objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized shareholders, so as to promote the steady operation of the company and create good performance, Play its due role.
6、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There was no independent engagement of external audit institutions and consulting institutions.
The above is my report on performing the duties of independent director in 2021. In 2021, the company gave full support to the work of independent directors, and there was no situation that hindered the independence of independent directors. In the process of performing my duties in the future, I will actively participate in the decision-making of major matters of the company in accordance with the provisions and requirements of relevant laws and regulations, and use my professional knowledge and experience to provide reasonable suggestions for the development of the company, so as to effectively safeguard the interests of the company and the legitimate rights and interests of investors.
Independent director: Wang Jianping March 7, 2022
Zhejiang Windey Co.Ltd(300772)
Report on the work of independent directors in 2021
(Li Ying)
As an independent director of the Fourth Board of directors of Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as “the company”), I strictly comply with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, and rules for independent directors of listed companies Several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association, working rules of independent directors and other provisions, during his tenure in 2021, he was faithful, diligent and conscientious, took the initiative to understand the production and operation of the company, carefully considered various proposals of the board of directors, and expressed independent, objective and professional opinions on relevant matters, Give full play to the role of independent directors and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
The performance of the duties of independent directors during the term of office in 2021 is reported as follows:
1、 Attendance at meetings
1. Attendance at the board of directors
In 2021, the company held 13 meetings of the board of directors, including 1 on-site, 1 on-site combined with video and 11 by communication. My attendance at the meeting of the board of directors is as follows:
The number of attendance of independent directors is entrusted by means of communication. Is there two consecutive absences
Number of seats attended the meeting number of times did not attend the meeting in person
Several meetings
Li Ying 13 2 11 0 0 0 no
I carefully reviewed the relevant proposals considered by the board of directors, actively participated in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors. The convening of the board of directors in 2021 complies with legal procedures, and the deliberation procedures of various proposals are legal and effective. In 2021, I voted in favor of all the proposals considered by the board of directors, and there was no negative vote or abstention.
2. Attendance at the general meeting of shareholders
In 2021, the company held five general meetings of shareholders, and the number of times I attended the general meeting of shareholders as a nonvoting delegate is as follows:
Attendance times of independent directors
Li ying5
The proposals of each general meeting of shareholders held by the company in 2021 were deliberated and passed, and there was no interim proposal.
2、 Independent opinion
During my tenure in 2021, in accordance with the requirements of relevant laws, regulations and normative documents, I made an objective, independent and impartial judgment based on my professional knowledge and ability on the premise of fully understanding the relevant matters considered by the board of directors of the company, Express independent opinions on the following matters together with other independent directors: 1. On March 8, 2021, the 17th meeting of the Fourth Board of directors issued the independent opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors and the prior approval opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors Appointed the executive deputy general manager, revised the 2020 restricted stock incentive plan (Draft) and the implementation of assessment management measures, expressed independent opinions on the purchase and operation of scientific research houses and related party transactions, and expressed prior approval opinions on the purchase and operation of scientific research houses and related party transactions.
