Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Zhang Xiaoquan Inc(301055) (hereinafter referred to as "the company"), in 2021, I Chen Yinghua faithfully performed the duties and obligations of independent directors in strict accordance with the provisions and requirements of the company law, the securities law and other relevant laws and regulations, the articles of association and the working system of independent directors, and in an attitude of being responsible to all shareholders Diligently exercised all rights conferred by the company, actively participated in relevant meetings in 2021 and expressed independent opinions on relevant matters. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
1. Board of directors
I voted in favor of the 2021 annual board of directors meeting and attended all relevant meetings.
2. General meeting of shareholders
In 2021, the company held four general meetings of shareholders. I attended the meeting, carefully reviewed the proposals to be submitted to the general meeting of shareholders for deliberation in advance, and tried to be responsible to all shareholders.
2、 Independent opinions
In accordance with the provisions of relevant laws, regulations and rules, as an independent director of the company, I have carefully understood and examined the business activities of the company in 2021, and have not raised any objection to the proposals of the board of directors and other matters. I have expressed the following independent opinions on the relevant matters of the company:
On March 3, 2021, the 15th meeting of the first board of directors of the company reviewed the self-evaluation report on the company's internal control, the profit distribution plan for 2020, confirmed the related party transactions in 2020 and the prediction of daily related party transactions in 2021, confirmed the remuneration of directors and senior executives Tianjian Certified Public Accountants (special general partnership) was appointed as the company's financial audit institution, and expressed independent opinions on relevant matters.
On May 6, 2021, the 16th meeting of the first board of directors of the company issued independent opinions on the general election of the board of directors of the company.
On May 21, 2021, the first meeting of the second board of directors issued independent opinions on the election of the chairman of the second board of directors, the appointment of the general manager, deputy general manager, chief financial officer, Secretary of the board of directors, the election of members of the special committee of the second board of directors and other related matters.
On June 16, 2021, the second meeting of the second board of directors of the company issued independent opinions on matters related to the company's external donation.
On September 17, 2021, the fifth meeting of the second board of directors of the company discussed the company's adjustment of the investment amount of raised funds for raised investment projects, the use of raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, the use of raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses He expressed independent opinions on matters related to cash management using some temporarily idle raised funds.
3、 On site investigation of the company
In 2021, I took advantage of the opportunities of attending the board of directors, shareholders' meetings and business exchanges and other times to understand the production, operation and financial situation of the company. In order to have a deeper understanding of the operation of the company, I conducted field research on the company and maintained communication with the directors, senior executives and relevant staff of the company, Listened to the report of the company's management on the operation status and standardized operation, paid close attention to the corporate governance, production and operation management and development, and effectively performed the duties of independent directors.
4、 Performance of special committees of the board of directors
In 2021, as a member of the nomination committee, I carefully reviewed the relevant materials of the company's appointment of general manager, deputy general manager, chief financial officer and Secretary of the board of directors, put forward professional suggestions, reviewed the proposal, and earnestly performed the duties of independent directors.
In 2021, as a member of the remuneration and assessment committee of the board of directors of the company, I conscientiously performed my duties, strictly supervised the remuneration payment of senior managers of the company, actively participated in the daily work of the remuneration and assessment committee in accordance with relevant systems and regulations, earnestly performed the duties of independent directors, standardized the operation of the company and improved internal control.
In 2021, as a member of the audit committee of the board of directors of the company, I participated in the previous meetings of the audit committee in accordance with the regulations, reviewed the internal audit, periodic reports and other matters of the company, listened carefully to the report of the management on the company's annual operation and the progress of major matters, and understood and mastered the audit work arrangement and audit work progress of the company's annual report, Carefully review the relevant materials, communicate with the annual audit accountant, effectively communicate the problems found in the audit process, be diligent and conscientious, and give full play to the supervisory role of independent directors.
5、 Work done in protecting the rights and interests of investors
1. I actively pay attention to the production and operation status and financial status of the company, timely understand the possible business risks of the company, carefully consult relevant documents and materials for the proposals submitted to the board of directors for deliberation, timely investigate, understand from relevant departments and personnel, and use my professional knowledge to exercise the voting right independently, objectively and impartially, Maintain full independence in work and effectively safeguard the interests of the company and all shareholders.
2. Continue to pay attention to the company's information disclosure, Urge the company to be true, accurate and complete in strict accordance with laws and regulations such as the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the relevant provisions of the company charter and the management system of information disclosure affairs Timely complete the information disclosure in 2021.
3. Constantly strengthen their own learning and improve their ability to perform their duties. I always adhere to the principles of prudence, diligence and loyalty, and actively study relevant laws, regulations and rules, especially the company law, securities law The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other laws and regulations related to regulating the corporate governance structure and protecting the rights and interests of small and medium-sized investors deepen understanding and understanding, further improve professional level and strengthen communication with other directors, supervisors and management, Improve the deliberation ability, objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized shareholders, and play a due role in promoting the steady operation of the company.
6、 Other matters
1. No independent director proposed to hold a meeting of the board of directors.
2. No independent director proposed to hire or dismiss an accounting firm.
3. There is no external audit institution or consulting institution employed by independent directors.
4. No independent directors have proposed to the board of directors to convene an extraordinary general meeting of shareholders.
The above is my report on performing the duties of independent director in 2021. In 2022, I will continue to conscientiously, prudently, faithfully and diligently perform the duties of independent directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
It is hereby reported.
Independent director: Chen Yinghua February 15, 2023
