Guangdong Fuxin Technology Co.Ltd(688662)
Annual report of independent directors in 2021
In 2021, as an independent director of Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as ” Guangdong Fuxin Technology Co.Ltd(688662) ” or “the company”), we were honest, diligent and in strict accordance with the requirements of relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the provisions of the articles of association and the working system of independent directors of the company Independently perform their duties, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on major matters of the company, give full play to the professional functions of independent directors, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders, and consciously promote and maintain the standardized and effective operation of the board of directors. The main work in 2021 is reported as follows:
1、 Basic information of independent directors
(I) changes of independent directors during the reporting period
Mr. Zhong rizhu, Mr. Wang Lin and Mr. Pan Chunxiao are independent directors of the third board of directors of the company, which expires in December 2021. On December 22, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the replacement of the board of directors and the election of independent directors of the Fourth Board of directors, and elected Mr. Zhong rizhu, Mr. Pan Chunxiao and Mr. Feng Haizhou as independent directors of the fourth board of directors of the company. Since December 2021, Mr. Feng Haizhou has served as an independent director of the company, and Mr. Wang Lin resigned due to the expiration of the board of directors.
(II) personal work experience, professional background and part-time work
1. Mr. Zhong rizhu (incumbent): Chinese nationality, without permanent overseas residency. Born in January 1983, he graduated from Wuhan University of technology in July 2007, majoring in statistics. At the same time, he obtained a double degree in accounting from Central South University of economics and law, bachelor degree and certified public accountant. The main work experience is as follows: from July 2007 to June 2015, worked in Guangzhou Paper Co., Ltd; From July 2015 to December 2015, he worked in GAC trading automotive products Co., Ltd; From December 2015 to August 2019, he worked in Guangdong Ruizhe certified public accountants; From September 2016 to June 2021, he served as the legal representative, executive director and manager of Guangdong Xinrui Talent Employment Service Co., Ltd; From April 19, 2017 to September 29, 2021, served as a supervisor of Guangzhou leai finance and taxation Consulting Co., Ltd; From August 16, 2017 to now, he has served as a supervisor of Guangzhou Jiannuo Information Technology Co., Ltd; From July 2018 to June 2021, he successively served as executive director, general manager and deputy general manager of Guangzhou Huide Enterprise Management Consulting Co., Ltd; From June 2017 to now, he has served as the legal representative, executive director and manager of Foshan Gaowei Intelligent System Co., Ltd; From September 2019 to now, he has worked in Guangdong chenganxin certified public accountants Co., Ltd; He has been an independent director of the company since December 2018.
2. Mr. Pan Chunxiao (incumbent): Chinese nationality, without permanent overseas residency. Born in June 1975, graduated from Sun Yat sen University in June 2004, majoring in law, bachelor degree, lawyer. The main work experience is as follows: from July 1997 to June 1999, he worked in Jiangsu Jiangsu Lianyungang Port Co.Ltd(601008) Jiayou trading company; From August 1999 to December 2004, worked in Guangdong Nanguo Desai law firm; From January 2005 to now, he has worked in Guangdong legal Shengbang law firm; He has been an independent director of the company since December 2018.
3. Mr. Feng Haizhou (incumbent): Chinese nationality, without permanent overseas residency. Born in November 1966, graduated from Northeast Institute of technology in July 1992, majoring in communication and electronic systems, with a master’s degree and a senior engineer in electronic technology. The main work experience is as follows: from April 1992 to February 1993, worked in the Telecommunications Department of Liaoning Post and Telecommunications Administration; From March 1993 to February 1995, worked in Shenzhen Changhong communication equipment Co., Ltd; From March 1995 to February 2014, he worked in Zte Corporation(000063) as the president of the Research Institute; From March 2014 to December 2017, he served as the general manager of ZTE New Energy Vehicle Co., Ltd; From February 2018 to now, he has served as the technical director of Shenzhen hening Environmental Technology Co., Ltd. From December 2021 to now, he has served as Guangdong Fuxin Technology Co.Ltd(688662) independent director.
4. Mr. Wang Lin (outgoing): Chinese nationality, without permanent right of residence abroad. Born in April 1982, graduated from Lingnan College of Sun Yat sen University in July 2009, majoring in management science and engineering, with a doctoral degree. The main work experience is as follows: from September 2009 to now, he has worked in Lingnan College of Sun Yat sen University, successively serving as postdoctoral, lecturer, associate professor, professor and doctoral project director; He served as Guangdong Fuxin Technology Co.Ltd(688662) independent director from December 2018 to December 2021 and left the post at the general election of the board of directors in December 2021.
(III) independence description
As independent directors of the company, we, our immediate family members and our main social relations do not serve in the company and its subsidiaries or affiliated enterprises, do not provide financial, legal, consulting and other services for the company and its subsidiaries, and have no relationship with the company and its major shareholders, directors, supervisors and senior managers that may hinder our independent and objective judgment, No additional and undisclosed interests are obtained from the company and its major shareholders or interested institutions and personnel, which can ensure objective and independent professional judgment, and there is no situation affecting independence.
2、 Annual performance of independent directors
(I) attendance at the general meeting of shareholders, the board of directors and special committees of the board of directors
In 2021, the company held 9 board meetings, 1 annual general meeting and 2 extraordinary general meetings. The special committee of the board of directors held 12 meetings, including 2 meetings of the strategy committee, 6 meetings of the audit committee, 2 meetings of the remuneration and assessment committee and 2 meetings of the nomination committee. Attendance is as follows:
1. Attendance at the general meeting of shareholders
The name of the independent director shall be the number of times to participate in the shareholders’ meeting, the number of times to attend on-site or entrusted by communication, and the number of times to be absent
Attendance in person
Zhong rizhu (in office) 3 300
Pan Chunxiao (in office) 3 300
Feng Haizhou (in office) 0
Wang Lin (outgoing) 3 300
2. Attendance at the board of directors
The name of the independent director shall be the number of times to participate in the board of directors, the number of times of on-site or communication entrustment, the number of times of attendance and the number of times of absence
Attendance in person
Zhong rizhu (in office) 9 900
Pan Chunxiao (in office) 9 0 0
Feng Haizhou (in office) 1 0 0
Wang Lin (outgoing) 8 800
3. Attendance at special committees of the board of directors
Name of independent director participate in audit participation strategy participate in salary and assessment participate in nomination
Number of committees number of committees number of committees
Zhong rizhu (in office) 6 – 2
Pan Chunxiao (in office) 6022
Feng Haizhou (in office) 0
Wang Lin (outgoing) 6 2 – 2
In 2021, as an independent director, we attended the general meeting of shareholders, the meeting of the board of directors and the meetings of various special committees of the company on time, without being absent or not attending the meeting in person for two consecutive times.
The notice and convening procedures of the general meeting of shareholders, the board of directors and various special committees of the company comply with the provisions of relevant laws, administrative regulations and the articles of association, and the resolutions of the meeting are legal and effective. As an independent director of the company, we took the initiative to understand and obtain the information and materials needed before making decisions before convening the board of directors and special committees, and understood the whole production, operation and operation of the company in detail, making full preparations for the decision-making of the board of directors. At the meeting, we carefully considered each proposal, exercised our voting rights prudently, actively participated in the discussion and put forward reasonable suggestions, expressed independent opinions on relevant matters, and issued prior approval opinions on the proposals requiring prior approval, which played a positive role in making scientific decisions for the board of directors of the company, and there was no objection to the matters under consideration.
(II) on site inspection of the company
In 2021, we made full use of the opportunity of attending the board of directors and shareholders’ meeting to have an in-depth understanding of the company’s operation and the progress of major issues, conducted many on-site visits to the company, actively understood the company’s production, operation and operation through talks, telephone and other means, and comprehensively and deeply understood the company’s management and financial situation.
In addition, we keep close contact with other directors, senior managers and relevant staff of the company, timely obtain the progress of various major matters of the company, pay close attention to the impact of the company’s external environment and market changes on the company, and actively put forward opinions and suggestions on the operation and management of the company.
(III) the company’s cooperation with independent directors
In order to ensure the effective exercise of functions and powers of independent directors, fully ensure the right to know of independent directors, provide convenient conditions for our independent work, timely communicate with us on major matters such as the company’s production and operation, and provide better assistance for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, we reviewed and issued independent opinions on matters related to the company’s connected transactions in strict accordance with the company law of the people’s Republic of China and other laws and regulations, the articles of association, the working system of independent directors and other provisions. We believe that the related party transactions occurred during the reporting period of the company are necessary and feasible, the transaction price is fair and in line with the development requirements of the company; When the board of directors of the company votes on related party transactions, the related directors avoid voting, which complies with relevant regulations and does not damage the interests of the company and all shareholders, especially minority shareholders.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
(III) use of raised funds
During the reporting period, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the management of raised funds of companies and other relevant provisions, We made comments on the company’s proposal on using some idle raised funds for cash management, proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, and proposal on the special report on the storage and use of raised funds in the half year of 2021 The proposal on increasing the implementation subject of some raised investment projects and using some raised funds to increase the registered capital of wholly-owned subsidiaries and other proposals have expressed agreed independent opinions, holding that the above matters do not conflict with the construction content of the raised funds investment projects, do not affect the normal implementation of the raised funds investment projects, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders of the company, especially the interests of minority shareholders.
(IV) nomination and remuneration of senior managers
During the reporting period, the term of office of the third board of directors of the company expired. The company held the 20th meeting of the third board of directors and the second extraordinary general meeting of shareholders in 2021 on December 3, 2021 and December 21, 2021 respectively, deliberated and adopted the proposal on the replacement of the board of directors and the election of non independent directors of the Fourth Board of directors and the proposal on the replacement of the board of directors and the election of independent directors of the Fourth Board of directors, and completed the replacement election of the board of directors. On December 21, 2021, the company held the first meeting of the Fourth Board of directors, deliberated and approved the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company and the proposal on the appointment of the Secretary of the board of directors and chief financial officer of the company. We have checked the qualifications, professional abilities and performance experience of the above-mentioned senior management candidates in accordance with the specified working procedures, and believe that the above-mentioned senior management candidates meet the employment conditions specified in relevant laws and regulations and the articles of association, and will not have an adverse impact on the operation, development and corporate governance of the company.
During the reporting period, the board of directors of the company deliberated and approved the proposal on the salary decision of directors, supervisors and senior executives in 2020 and the salary plan in 2021. We believe that the remuneration plan for directors and senior executives of the company is formulated according to the remuneration level of the company’s industry and scale and in combination with the actual operation of the company. There is no damage to the interests of the company and shareholders, and it is in line with relevant national laws, regulations and the articles of association.
(V) performance forecast and performance express
During the reporting period, the company did not issue performance forecast and performance express.
(VI) appointment or replacement of accounting firms
During the reporting period, the board of directors of the company deliberated and adopted the proposal on renewing the appointment of accounting firms. We believe that Zhongshen Zhonghuan Certified Public Accountants (special general partnership) is an accounting firm with a high degree of specialization, which can better perform the responsibilities and obligations stipulated by both parties in accordance with the independent, objective and fair practice standards.
