Hangzhou Weiguang Electronic Co.Ltd(002801) independent director
Report on work in 2021
Shareholders and shareholder representatives:
As an independent director of Hangzhou Weiguang Electronic Co.Ltd(002801) (hereinafter referred to as "the company"), I faithfully performed my duties and attended relevant meetings on time in 2021 in strict accordance with the company law, the securities law, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidance on establishing an independent director system in listed companies, the articles of association and the company's independent director system, Carefully deliberated various proposals of the board of directors, expressed independent opinions on major issues of the company, gave full play to the role of independent directors and members of special committees, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The work in 2021 is briefly reported as follows:
1、 Attendance at meetings
In 2021, the company held 8 board meetings and 4 general meetings of shareholders. As an independent director of the 4th board of directors, I attended 7 meetings of the 4th board of directors and 4 meetings of shareholders. On December 1, 2021, my term of office as an independent director of the Fourth Board of directors expired. After being deliberated and approved by the third extraordinary general meeting of shareholders in 2021, I became an independent director of the Fifth Board of directors of the company, and attended the first meeting of the Fifth Board of directors of the company. In a diligent and conscientious manner, before attending the board of directors and shareholders' meeting held by the company, I carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of various topics and put forward reasonable suggestions, played a positive role in the correct and scientific decision-making of the board of directors, exercised the voting right carefully and voted in favour of the relevant matters considered at each board meeting.
The convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant procedures have been fulfilled for major business decisions, which are legal and effective. I have not raised any objection to the proposals of the board of directors and other matters of the company.
2、 Independent opinions
1. At the 14th meeting of the Fourth Board of directors held on March 22, 2021, I expressed independent opinions on the occupation of funds and external guarantees by the company's controlling shareholders and other related parties, the self-evaluation report on internal control in 2020, the deposit and use of raised funds in 2020, changes in accounting policies, and the profit distribution plan in 2020, Issued prior approval opinions and independent opinions on the renewal of the audit institution in 2021.
2. At the 16th meeting of the Fourth Board of directors held on July 16, 2021, I expressed independent opinions on the company's continuing commodity futures hedging business, continuing long-term foreign exchange settlement and sales business, and using some idle self owned funds for entrusted financial management.
3. At the 17th meeting of the Fourth Board of directors held on August 24, 2021, I expressed independent opinions on the occupation of funds and external guarantees by the controlling shareholders and other related parties of the company, and the profit distribution plan for the half year of 2021. 4. At the 18th meeting of the Fourth Board of directors held on October 18, 2021, I expressed independent opinions on the transfer of 100% equity of the wholly-owned subsidiary of the company.
5. At the 20th meeting of the Fourth Board of directors held on November 15, 2021, I expressed independent opinions on matters related to the general election of directors of the Fifth Board of directors.
6. At the first meeting of the Fifth Board of directors held on December 7, 2021, I expressed independent opinions on matters related to the appointment of senior managers by the company and the wholly-owned subsidiary Hangzhou Weiguang Technology Co., Ltd. participating in the bidding for 51% equity of Zhejiang Mar fan Co., Ltd. through Zhejiang property exchange.
Based on my independent judgment, I believe that the matters considered by the board of directors and the general meeting of shareholders in 2021 comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, reflect the principles of openness, fairness and impartiality, the company's procedures for considering major matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. 3、 On site investigation of the company
In 2021, I listened to and discussed the reports of the company's management on the company's daily operation, financial situation and internal control, and conducted entrusted financial management on the company's continued use of idle self owned funds; Transfer 100% equity of the wholly-owned subsidiary Hangzhou Zhejiang Tiantai Xianghe Industrial Co.Ltd(603500) Co., Ltd; Invest in and participate in the establishment of Hangzhou CAITONG Haixin equity investment partnership (limited partnership), Zhejiang Shunyun Internet Technology Co., Ltd. and Jiangsu youanshi battery materials Co., Ltd; General election of the board of directors and appointment of senior managers; Hangzhou shimmer Technology Co., Ltd., a wholly-owned subsidiary, participated in the bidding for 51% equity of Zhejiang Mar fan Co., Ltd. through Zhejiang property exchange, maintained close communication with the company's management, other independent directors and other relevant personnel, timely learned about the progress of major issues of the company, paid attention to the media reports of the company, understood the company's operation and governance, and provided reference and suggestions for the decision-making of the board of directors.
4、 Work of special committees of the board of directors
I am a member of the nomination committee and Audit Committee of the 4th and 5th board of directors of the company, and served as the convener of the nomination committee of the 4th and 5th board of directors.
In 2021, as the convener of the nomination committee, I convened and presided over the meeting of the nomination committee in accordance with relevant regulations, carefully investigated the employment of directors and senior managers of the company in 2020, reviewed the qualifications of candidates for the fifth session of directors, proposed senior managers and heads of internal audit, elected the convener of the nomination committee of the fifth session of the board of directors, and earnestly performed my duties.
As a member of the audit committee, I attended the meeting of the audit committee, communicated with the annual audit certified public accountant on the audit arrangement and progress, carefully reviewed and analyzed various business materials provided by the company, reviewed the company's regular reports and internal audit work reports, supervised the improvement and implementation of the internal control system, and earnestly performed my duties.
5、 Work done in protecting the rights and interests of investors
(I) information disclosure of the company
In 2021, I required the company to provide relevant information in advance for careful review of major matters considered and decided by the board of directors, paid attention to the company's information disclosure, supervised and inspected the authenticity, accuracy, integrity, timeliness and fairness of the company's information disclosure in strict accordance with relevant laws and regulations and the company's information disclosure system, and effectively safeguarded the legitimate rights and interests of the company and shareholders.
(II) corporate governance
In accordance with the provisions and requirements of the notice on matters related to carrying out special activities to strengthen the governance of listed companies issued by the CSRC and the relevant documents of the regulatory authorities, I continue to pay attention to the corporate governance, carefully review the relevant materials of the company and put forward improvement suggestions.
Through effective supervision and inspection, fully perform the duties of independent directors, promote the scientific and objective decision-making of the board of directors, and effectively safeguard the rights and interests of the company and the majority of investors.
(III) training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of public shareholders, actively participated in the training, fully understood the management systems of listed companies, and continuously improved my ability to perform my duties, Form the ideological consciousness of consciously protecting the interests of shareholders of the public, and provide better opinions and suggestions for the company's scientific decision-making and risk prevention. In 2021, I participated in the second phase of the follow-up training for independent directors of listed companies held by Shanghai Stock Exchange in 2021 and obtained the follow-up training certificate.
6、 Other work
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 are no independent external audit institutions and consulting institutions.
In 2022, based on the principles of loyalty, diligence, independence and impartiality, I will continue to actively study securities related laws and regulations, use my professional knowledge and experience to provide more constructive suggestions for the healthy development of the company, earnestly perform my duties, provide reference opinions for the scientific decision-making of the board of directors, and give full play to the role of independent directors.
Independent director: Hu Xiaoming
March 22, 2022
