Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051)
2021 annual report of independent directors
(Wang Yihua)
Dear shareholders and shareholder representatives
As an independent director of the second board of directors of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations Normative documents, the articles of association, the working system of independent directors, the rules of procedure of the audit committee of the board of directors and other regulations and requirements, faithfully, diligently and dutifully perform their duties, timely understand the production and operation of the company, pay full attention to the development of the company, actively attend relevant meetings of the company, carefully review various proposals and relevant meeting documents of the board of directors, and express independent opinions on relevant deliberations of the board of directors, It effectively ensured the scientific decision-making of the board of directors and the standardization of the company’s operation, gave full play to the responsibilities of independent directors, and effectively safeguarded the legitimate rights and interests of the company and all 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 7 meetings of the board of directors and 4 general meetings of shareholders. I attended all meetings of the board of directors and all general meetings of shareholders on time without authorization or absence. I have carefully considered all proposals and relevant meeting documents of the board meeting, exercised voting rights prudently, and safeguarded the overall interests of the company and the interests of minority shareholders. In my opinion, the convening and holding of the board meetings of the company in 2021 comply with the legal procedures, and the relevant procedures have been performed for major business decision-making and other major matters, which are legal and effective. The resolutions are in line with the overall interests of the company and do not damage the legitimate interests of all shareholders of the company, especially the minority shareholders. Therefore, in 2021, I voted in favor of all proposals of the board of directors of the company, and there was no objection, objection or waiver. 2、 Independent opinions
Independent opinion on the date of the session
(1) Independent opinion on the proposal on the profit distribution plan for 2020 independent opinion on the proposal on hiring an audit institution for 2021 (2) of the second board of directors on March 6, 2021
Independent opinions on the proposal on remuneration of directors and senior executives at the 8th meeting (3)
(4) Independent opinions on the proposal on 2020 bonus
(1) Independent opinions on the proposal on using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses by the second board of directors on September 5, 2021
Independent opinions on the proposal on using some idle raised funds for cash management at the 10th meeting (2)
Independent opinions of the second board of directors on September 21, 2021 (1) proposal on the acquisition of 46.75% equity of the 11th meeting of Dongguan Junda Touch Technology Co., Ltd. by a wholly-owned subsidiary
(1) Prior approval opinions on the proposal on joint investment and establishment of joint ventures and related party transactions with related parties
(2) Independent opinions on the proposal of the second board of directors on November 9, 2021 on joint investment and establishment of joint ventures and related party transactions with related parties
The 13th meeting (3) independent opinions on the proposal on using some over raised funds to acquire 15.00% equity of Dongguan Junda Touch Technology Co., Ltd
(4) Independent opinions on the proposal on changes in accounting estimates
3、 Performance of special committees
As the chairman of the audit committee, I actively perform corresponding duties, supervise and inspect the audit work of the company, and supervise the perfection and implementation of the internal control system; Carefully review the audit opinions issued by the audit institutions, master the audit work arrangement and progress in 2021, give play to the professional function and supervision role of the audit committee, effectively supervise the progress of the audit work in 2021, maintain the independence of the audit work, and safeguard the interests of the company, all shareholders, especially small and medium-sized shareholders.
As the remuneration and assessment committee, I evaluate and assess the work performance of the company’s directors and senior managers, and review the remuneration of directors and senior managers; Put forward suggestions on relevant assessment and evaluation standards according to the work scope and importance of the company’s directors and senior managers, so as to promote the scientificity of salary assessment.
As a member of the nomination committee, I actively communicate with relevant departments of the company according to the management and operation needs of the company, study the company’s demand for new directors and senior managers, study the selection criteria and procedures of directors and senior managers, and search for qualified directors and senior managers; Together with other members, carefully supervise the company’s review of the qualifications, competence and professional ethics of the nominated candidates.
4、 On site investigation of the company
In 2021, I actively understood the company’s production and operation and financial situation, listened to the introduction and report of the company’s management personnel on the company’s internal management and control, the implementation of board resolutions, information disclosure management and other daily situations through on-site investigation, telephone, interview and other means, and maintained close contact with other directors, senior managers and relevant staff of the company, Always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media, Internet and other media on the company, put forward suggestions on the operation and management of the company, supervise and urge the standardized operation of the company and earnestly safeguard the interests of the company.
5、 Work done in protecting the rights and interests of investors
1. In 2021, I continued to pay attention to the company’s information disclosure, actively promoted and improved the company’s internal control system, urged the company to improve the company’s information disclosure management system in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations, and required the company to strictly implement the relevant provisions of information disclosure to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s information disclosure, Supervise and urge the standardized operation of the company and earnestly safeguard the legitimate rights and interests of the company and shareholders.
2. As an independent director of the company, I strictly perform the duties of an independent director, actively pay attention to the company’s operation, carefully listen to the company’s management’s report on the operation status and standardized operation, actively obtain various materials required for making decisions, effectively perform the duties of an independent director, attend the board meeting of the company on time, carefully review the materials provided by the company, and make independent, fair and Objective conclusion, exercise voting rights prudently, and earnestly safeguard the interests of all shareholders, especially small and medium-sized shareholders.
6、 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, deepening my understanding and understanding of relevant regulations, especially those related to regulating the corporate governance structure of the company, actively participating in relevant training organized by the company in various ways, continuously improving my ability to perform my duties, promoting the further standardized operation of the company and protecting the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
7、 Other matters
In 2021, I did not propose to convene the board of directors or the extraordinary general meeting of shareholders, or to dismiss the accounting firm or propose to hire an independent external audit institution and consulting institution.
In 2022, based on the principles of prudence, diligence and faithfulness, I will continue to fulfill my duties, perform the duties of independent directors diligently, use my professional knowledge and rich experience to provide more constructive suggestions for the development of the company and safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
The report is over, thank you!
Independent director: Wang Yihua March 23, 2022
