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
Fan Yaoming 9 8 1 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..
(II) giving consent to independent opinions
1. At the 14th meeting of the second board of directors of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) held on February 8, 2021
The proposal on Approving the submission of the company’s 2020 annual review report agreed with the independent opinion.
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, Proposal on the remuneration of the company in 2020 and the proposal on the approval of the third annual report of the company on the remuneration of the company’s senior directors and related management from 2020 to 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 chairman of the nomination committee, in 2021, I convened and presided over the daily work of the nomination committee in combination with the company’s business conditions, studied the scale, composition and selection criteria of the company’s directors and senior managers, continued to pay attention to the compliance and changes of the qualifications of the existing directors and senior managers, and evaluated the next directors to be nominated by examining their qualifications, work experience and other ways Candidates for senior management are reviewed. 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 2021, I visited the company for many times to have a comprehensive and in-depth understanding of the company’s operation and development, and put forward professional opinions and suggestions on the relevant proposals of the company’s board of directors by using professional knowledge and enterprise management experience, so as to give full play to my supervision responsibilities. At the same time, keep close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail, always pay attention to the impact of the company’s internal operation, external environment and market changes on the company, and actively put forward suggestions on the company’s operation and management. When I exercise my powers, the management of the company actively cooperates to ensure that I enjoy the same right to know as other directors, which provides necessary conditions and sufficient support for the performance of my duties. 6、 Training and learning
Since I became an independent director, I have always attached importance to learning the latest laws, regulations and various rules and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, actively participated in relevant training organized by regulators and the company, continuously improved my ability to perform my duties, formed an ideological awareness of consciously protecting the rights and interests of public shareholders, and provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, 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: Fan Yaoming March 18, 2022
