Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040)
Report on the work of independent directors in 2021
During the period of serving as an independent director of the company and the regulations of the stock exchange of China, I will fully perform my duties in strict accordance with the provisions of the “independent director” and the “Regulations of the stock exchange of China” (hereinafter referred to as the “independent director” and the “regulations of the stock exchange of China), Safeguard the interests of the company and all shareholders, actively attend relevant meetings, carefully consider various proposals, express prior approval opinions and independent opinions on major matters of the company, and give full play to the role of independent directors and members of special committees. I hereby report my performance during my term of office in 2021 as follows: I. attendance at the board of directors and the general meeting of shareholders as nonvoting delegates
As an independent director, I take the initiative to obtain the relevant information required for the meeting before the board meeting, and fully understand the actual operation of the company, so as to make preliminary preparations for important decisions of the board of directors; Actively participated in the discussion and put forward reasonable suggestions at the meeting, continued to pay attention to the implementation of the proposal after the meeting, and gave full play to the positive role of independent directors. I voted in favour of all proposals considered at the board meeting during the reporting period, and there was no objection or waiver. My attendance in 2021 is as follows:
The independent directors shall attend the on-site meeting of the directors, attend the communication of the directors, whether the absent directors have not attended the shareholders’ meeting in person for two consecutive times, the number of meetings, the number of meetings, the number of meetings shall be from the number of meetings of the board of directors
Cao Chengbao 9 9 0 0 0 No 2
2、 Giving prior approval opinions and independent opinions
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, I have carefully understood the business activities of the company in 2021, and after verification on key issues, I voted in favour of relevant matters and expressed my independent opinions in the board of directors. The details are as follows:
(I) situation of giving prior approval opinions
At the 16th meeting of the second board of directors of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) held on March 14, 2021, the company issued prior approval opinions on the related party transactions in 2020 and the employment of an accounting firm in 2021.
（2） The situation of giving consent to independent opinions
1. At the 14th meeting of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) the second board of directors held on February 8, 2021, the independent opinions were agreed on the proposal on Approving the submission of the company’s 2020 annual review report.
2. At the 16th meeting of the second board of directors of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) held on March 14, 2021, For the proposal on confirming the company’s related party transactions in 2020, the proposal on the company’s profit distribution plan in 2020, the proposal on renewing the appointment of audit institutions, the proposal on Approving the submission of three-year audit reports and relevant special reports from 2018 to 2020, and the proposal on the remuneration of the company’s directors, supervisors and senior managers in 2020 and the remuneration plan in 2021 The proposal on the early change of the board of directors and the nomination of candidates for non independent directors of the third board of directors, the proposal on the early change of the board of directors and the nomination of candidates for independent directors of the third board of directors, and the proposal on the company’s 2020 internal control self-evaluation report agreed with the independent opinions.
3. At the first meeting of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) the third board of directors held on April 23, 2021, the independent opinions on the proposal on the appointment of the third senior managers of the company were expressed.
4. At the second meeting of the third board of directors of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) held on May 21, 2021, the independent opinions on Approving the submission of the company’s review report for the first quarter of 2021 were expressed.
5. At the third meeting of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) the third board of directors held on August 25, 2021, For “matters on adjusting the amount of raised funds to be invested in raised funds investment projects”, “about the company using idle self owned funds for entrusted financial management”, “about using temporarily idle raised funds for cash management”, “about using raised funds to replace self raised funds that have been invested in raised funds investment projects in advance and paid issuance expenses”, and “about implementing new lease standards and changing relevant accounting policies” The independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee were agreed.
6. At the fourth meeting of the third board of directors of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) held on September 30, 2021, the independent opinions on “using bank acceptance bills to pay the funds required for raised investment projects and replacing them with the raised funds in the same amount” were expressed.
7. At the fifth meeting of the third board of directors of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) held on October 25, 2021, the independent opinions on the application for credit line from the bank were expressed.
8. At the sixth meeting of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) the third board of directors held on December 16, 2021, independent opinions were issued on the appointment of senior managers, the appointment of securities affairs representatives, the by election of members of the audit committee of the third board of directors and the application for credit line from the bank. 3、 Performance of duties in each special committee of the board of directors
The board of directors of the company has four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee. As the convener of the audit committee, the member of the nomination committee and the remuneration and assessment committee, I mainly perform the following duties in 2021:
1. On February 1, 2021, presided over the first meeting of the audit committee of the second board of directors in 2021, which deliberated and adopted the proposal on Approving the submission of the company’s 2020 annual review report.
2. On March 14, 2021, presided over the second meeting of the audit committee of the second session of the board of directors in 2021. The meeting considered and adopted the proposal on Approving the submission of three-year audit reports and relevant special reports from 2018 to 2020, the proposal on renewing the appointment of audit institutions, the proposal on the performance report of the audit committee of the board of directors in 2020 Proposal on 2020 internal audit work report and 2021 internal audit work plan of the internal audit department, proposal on 2020 internal control self-evaluation report of the company.
3. On May 14, 2021, presided over the third meeting of the audit committee of the third board of directors in 2021, which deliberated and adopted the proposal on Approving the submission of the company’s review report for the first quarter of 2021.
4. On August 15, 2021, presided over the fourth meeting of the audit committee of the third board of directors in 2021. The meeting deliberated and adopted the proposal on the full text and summary of the company’s semi annual report in 2021, the proposal on implementing the new leasing standards and changing relevant accounting policies, and the proposal on the company’s work report of the internal audit department for the second quarter of 2021 and the work plan for the third quarter of 2021.
5. During my tenure in 2021, as a member of the remuneration and appraisal committee of the company, I supervised the remuneration and performance appraisal of the company, put forward suggestions on the appraisal and evaluation standards according to the actual situation, and earnestly fulfilled the responsibilities and obligations of the members of the remuneration and appraisal committee.
6. During my tenure in 2021, as a member of the nomination committee of the board of directors of the company, I paid close attention to the selection criteria and procedures of the company’s directors, supervisors and senior managers in strict accordance with the relevant requirements of the working rules of the nomination committee and other systems, communicated with the company’s directors, supervisors and senior managers, safeguarded the rights and interests of the company and shareholders, and earnestly fulfilled the responsibilities and obligations of the members of the nomination committee. 4、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure work, and urge the company to be true, accurate, complete and in strict accordance with the relevant provisions of the company’s information disclosure management system and other laws and regulations, such as the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem Complete the information disclosure in time. 2. Effectively perform the duties of independent directors, continuously pay attention to the construction and implementation of the company’s operating conditions, financial management and internal control systems, carefully consult relevant documents on major matters that need to be decided by the board of directors, actively obtain the information required for making decisions, use their own professional knowledge to exercise their voting rights independently, objectively and impartially, and maintain full independence, prudence, loyalty Serve all shareholders diligently. 5、 Investigation of the company
In addition to understanding the company’s production and operation, internal control and financial status through field investigation, he also kept close contact with other directors, senior managers and relevant staff of the company by telephone, timely learned the progress of major matters of the company, mastered the operation dynamics of the company, put forward suggestions and opinions on the operation and management of the company, often paid attention to relevant reports of the company, and effectively performed the duties of independent directors. 6、 Training and learning
Since becoming an independent director of the company, on the basis of my professional accumulation in accounting, I have actively studied the laws, regulations and normative documents related to the standardized operation of listed companies and the protection of the interests of social public shareholders, actively participated in the relevant training organized by the company and regulatory institutions, timely mastered the latest regulatory policies and directions, continuously improved my ability to perform my duties, and provided scientific decision-making and risk prevention for the company, Provide professional opinions and suggestions to promote the company’s further standardized operation. 7、 Other working conditions
1. During the term of office in 2021, there was no proposal to convene the board of directors;
2. During the term of office in 2021, there was no proposed employment or dismissal of accounting firms;
3. During the term of office in 2021, there was no independent employment of external audit institutions and consulting institutions. In 2021, the company gave full support to the work of independent directors and fully respected the independent judgment of independent directors in major decisions. In 2022, I will make use of my professional knowledge and experience to actively participate in the decision-making of major matters of the company, make suggestions for the development and growth of the company, provide reference opinions for the scientific decision-making of the board of directors, earnestly safeguard the legitimate rights and interests of all shareholders and make efforts for the sustainable and healthy development of the company. Independent director: Cao Chengbao March 18, 2022
