Shenzhen Fluence Technology Plc(300647)
Report on the work of independent directors in 2021
(Gong Zhaohui)
Shareholders and shareholder representatives:
As an independent director of Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as “the company”), I strictly comply with the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the rules for independent directors of listed companies and the articles of association In accordance with the provisions and requirements of the working system of independent directors and other relevant laws, regulations, rules and regulations, faithfully and diligently perform the duties of independent directors, actively attend the relevant meetings in 2021, carefully consider various proposals of the board of directors, make prudent decisions, express independent opinions on major matters of the company, and give full play to the independent and professional role of independent directors. Pay full attention to the development of the company, timely understand the operation information of the company, promote the standardized operation of the company, and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized 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 8 meetings of the board of directors. I attended the meeting in person in strict accordance with the provisions and requirements of the articles of association, and diligently performed the duties of independent directors without entrustment or absence. Each time, the board of directors carefully reviewed the meeting materials, maintained full communication with the management, actively participated in the discussion of various proposals, carefully voted for all proposals after objective and careful thinking, and did not vote against or abstain, which played a positive role in the decision-making of the board of directors.
I attended the 2021 annual general meeting of the company in good faith and in strict accordance with the provisions of the articles of association and the rules of procedure of the shareholders, and I attended the 2021 annual general meeting of the company as an independent shareholder.
2、 Independent opinions
In 2021, as an independent director of the company, I gave independent opinions on the following matters:
1. At the fourth meeting of the third board of directors held by the company on January 29, 2021, I expressed my independent opinions on the authorization of the company to issue shares to specific objects, the foreign investment of subsidiaries and the establishment of joint ventures; At the same time, I have expressed my prior approval opinions on the joint investment and establishment of joint ventures and related party transactions between subsidiaries and related parties.
2. At the fifth meeting of the third board of directors held by the company on March 5, 2021, I expressed my independent opinion on the extension of the validity period of the resolution of the general meeting of shareholders on issuing shares to specific objects.
3. At the sixth meeting of the third board of directors held by the company on April 27, 2021, I expressed my agreed independent opinions on the company’s profit distribution plan in 2020, the self-evaluation report on internal control in 2020, the compensation scheme for non independent directors and senior managers in 2021, the change of accounting policies, the achievement of performance commitments in 2020 of Zhejiang jiongda Energy Technology Co., Ltd; At the same time, I gave my prior approval on the company’s renewal of the 2021 audit institution, the application for credit line and related guarantee from financial institutions and similar financial enterprises, and the expected 2021 guarantee line.
4. At the seventh meeting of the third board of directors held by the company on May 12, 2021, I expressed my independent opinions on the company’s adjustment of the amount of raised funds to be invested in the investment projects with raised funds, the use of raised funds to replace the self raised funds invested in the projects with raised funds in advance and paid issuance expenses, and the use of temporary idle raised funds for cash management.
5. At the eighth meeting of the third board of directors held by the company on August 27, 2021, I expressed my independent opinions on the occupation of funds and external guarantees by the controlling shareholders and other related parties of the company, and the deposit and use of raised funds in the half year of 2021.
6. At the ninth meeting of the third board of directors held by the company on August 23, 2021, I expressed my independent opinions on the company’s acquisition of part of the equity of Gejiu shengbihe Industrial Co., Ltd., the proposed investment in the construction of Yiyang production base, the signing of investment invitation contract and the cancellation of some stock options; At the same time, I have given my prior approval on the company’s provision of financial assistance to Gejiu shengbihe Industrial Co., Ltd. and related party transactions.
7. At the 11th meeting of the third board of directors held by the company on November 11, 2021, I expressed my independent opinions on the counter guarantee provided by the subsidiary for the company’s application for financing loans from financial institutions, and the guarantee provided by the company for the holding subsidiary’s application for comprehensive credit extension from financial institutions.
3、 Work of special committees of the board of directors
1. As the convener of the audit committee of the third session of the board of directors, I presided over the daily work of the audit committee in 2021 in accordance with the working system of independent directors, the working rules of the audit committee of the board of directors and other relevant systems. During the reporting period, I organized the audit committee to review matters related to the company’s annual report, interim report, quarterly report and other periodic reports, renewed the employment of the annual audit accounting firm, reviewed the company’s internal control system and its implementation, related party transactions, gave full play to the professional function and supervision role of the audit committee, and earnestly fulfilled the responsibilities and obligations of the members of the audit committee of the board of directors.
2. As a member of the remuneration and appraisal committee of the third session of the board of directors, I participated in the daily work of the remuneration and appraisal committee in accordance with the provisions of the working system of independent directors, the working rules of the remuneration and appraisal committee of the board of directors and other relevant systems. During the reporting period, I reviewed the company’s 2021 directors’ and supervisors’ high salary plan and cancellation of some stock options, agreed to submit it to the board of directors for deliberation and supervise its implementation.
3. As the convener of the nomination committee of the third session of the board of directors, I presided over the daily work of the nomination committee of the third session of the board of directors in accordance with the working system of independent directors, working rules of the nomination committee of the board of directors and other relevant systems.
4、 On site inspection of the company
In 2021, I went to the company for many times to conduct on-site investigation, deeply understand the operation, management, internal control and financial situation of the company, and check the implementation of the resolutions of the board of directors. I keep close contact with other directors, senior managers and relevant staff of the company, timely learn about the progress of major matters of the company, pay attention to the development of the industry, and actively put forward reasonable suggestions.
5、 Work done to protect the rights and interests of investors
1. I continue to pay close attention to the company’s information disclosure, and urge the company to perform its information disclosure obligations in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system, so as to ensure that the company’s 2021 year is true, accurate, timely Completed the information disclosure work completely and effectively safeguarded the legitimate rights and interests of all shareholders of the company.
2. I effectively perform my duties as an independent director, pay attention to the construction and implementation of the company’s operating conditions, financial management and internal control systems, timely understand the company’s operating conditions and possible operating risks, fully express my opinions at the board meeting, and exercise my voting rights independently, objectively and prudently on the basis of full understanding.
3. As an independent director of the company, I have carefully studied relevant laws, regulations and rules, continuously strengthened my understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, and improved my ability to safeguard the interests of the company and the legitimate rights and interests of shareholders.
6、 Other work
1. During the reporting period, no independent director proposed to hold a meeting of the board of directors;
2. During the reporting period, no independent director proposed to hire or dismiss an accounting firm; 3. During the reporting period, there was no external audit institution and consulting institution employed by independent directors; 4. During the reporting period, there was no independent director requesting the board of directors to convene an extraordinary general meeting of shareholders. In 2022, I will make use of the company’s independent, constructive and loyal experience to continue to study and fulfill the relevant laws and regulations, and continue to provide more professional and diligent advice for myself. Strengthen communication with the company’s management, actively give play to the decision-making and supervision role of independent directors, and actively safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
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Shenzhen Fluence Technology Plc(300647) independent directors:
Gong Zhaohui
March 18, 2022
