Emtek (Shenzhen) Co.Ltd(300938)
Report on the work of independent directors in 2021 (Zou Haiyan)
Dear shareholders and shareholder representatives
Zou Haiyan, as an independent director of the third board of directors of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as "the company"), I faithfully, diligently and independently performed my duties in 2021 in strict accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the rules of independent directors of listed companies, other laws and regulations, the articles of association and other relevant provisions and requirements of the company, Actively attended relevant meetings, carefully considered 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, safeguarded the legitimate rights and interests of the company and public shareholders, and promoted the standardized operation of the company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at company meetings
In 2021, with a diligent and conscientious attitude, I actively participated in the board of directors and shareholders' meeting held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a cautious attitude, and played a positive role in the correct decision-making of the board of directors.
Name should attend the on-site meeting of the board of directors, entrust the absence by means of communication, whether there are two consecutive meetings, the number of times of attendance, the number of times of attendance, and the number of times of attending the meeting in person
Zou Haiyan 14 3 11 0 0 no
Number of non voting shareholders' meeting 3
2、 Independent opinions and prior approval opinions
In 2021, as an independent director of the company, I made 9 independent opinions and 2 prior approval opinions on relevant matters of the company together with other independent directors of the company according to the regulations. The specific contents are as follows:
1. Independent opinion
Type of opinions on matters related to the time of the meeting
On January 29, 2021 of the third board of directors I. consent on using part of idle raised funds
Independence of the proposal on cash management at the 11th meeting
Opinions;
2、 On the use of some over raised funds
Independence of the proposal to replenish working capital for a long time
Opinions;
3、 On the appointment of Mr. Wang Jianjun as a public servant
Independent opinions on the proposal of the general manager of the company
On February 3, 2021 at the 12th meeting of the third board of directors, I. on the use of raised funds to replace the pre consent, the projects invested with raised funds and paid dividends were invested first
Proposal on self financing of bank fees
Opinions;
2、 About using some idle funds to raise funds
Cash management of funds and self owned funds
Independent opinion on the motion
On April 27, 2021 of the 3rd board of directors, I. independent opinions on the company's internal consent to the self-evaluation report on control at the 14th meeting in 2020
See;
2、 On the occupation and of non operating funds
Other related capital transactions
Opinions;
3、 About the company's profit in 2020
Independent opinions on distribution;
4、 About directors and supervisors of the company
Independent opinions on salary in 2020;
5、 Independent on changes in accounting policies
opinion;
6、 About re employment of Lixin Certified Public Accountants
The (special general partnership) is a company
Independence of audit institutions in 2021
See;
On June 18, 2021 of the third board of directors, I. independent decision on the 17th meeting of the company's application for credit extension from the bank and the guarantee provided by the actual controller
opinion;
On August 17, 2021 of the 3rd board of directors, I. the controlling shareholders and other related parties agreed to occupy the company's funds and bear the company's external liabilities at the 18th meeting
Independent opinions on the insurance situation;
On September 15, 2021 of the third board of directors, I. independent decision on the company's use of idle fund-raising to agree to temporarily supplement working capital with the fund of the 19th Meeting
opinion;
On September 26, 2021 of the third board of directors I. on the stock incentive plan for the 21st Meeting of the company in 2021 (Draft) and
Independent opinion on its summary;
2、 About the formulation of the company's 2021
On the implementation of restricted stock incentive plan
Independent opinions on the nuclear management measures;
3、 About companies and professional investment institutions
Joint investment participation in the independence of investment funds
Opinions;
On October 7, 2021, the 22nd Meeting of the third board of directors on canceling the agreement between the company and professional investment institutions to jointly invest and participate in investment funds
Independent opinions on the proposal;
2、 About canceling the second in 2021
Deliberation of the extraordinary general meeting of shareholders about the company
Joint investment with professional investment institutions
Proposal with investment fund
Independent opinions;
On October 28, 2021 of the third board of directors, I. independent opinions on granting restricted shares to incentive objects for the first time at the 24th meeting;
2. Prior approval opinion
Type of opinions on matters related to the time of the meeting
On April 27, 2021, the third board of directors agreed to renew the appointment of Lixin certified public accountants
The 14th meeting (special general partnership) is 2021
Proposal of annual audit institution
On June 18, 2021, the third board of directors approved the company's application for credit from the bank
Proposal on the guarantee provided by the actual controller at the 17th meeting
3、 Performance of special committees
As the convener of the nomination committee of the third board of directors, I convened two meetings and the member of the remuneration and assessment committee of the third board of directors attended two meetings. In accordance with the relevant provisions and requirements of relevant documents, I performed the following duties in 2021:
Time and content of the session
The third board of directors nominated January 29, 2021 1 1. Proposal on appointing Mr. Wang Jianjun as the second meeting of the general manager Committee of the company;
Nomination of the third board of directors on April 27, 2021 1 1. Proposal on the performance and qualification of directors and managers of the third meeting of the senior management committee of the company in 2020;
Remuneration of the third board of directors on April 27, 2021 1 1. Proposal on the remuneration of the company's directors and senior managers in 2020 and the third year of the appraisal committee;
Meeting
Remuneration of the third board of directors September 26, 2021 1 1. Proposal on the fourth plan (Draft) of the company's 2021 restricted stock incentive and assessment committee and its summary;
2. Proposal on formulating the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021;
4、 On site investigation of the company
In 2021, I actively took advantage of attending the board of directors, shareholders' meeting and other opportunities to understand the company's production and operation, internal control and financial status.
Actively communicate with other directors, senior managers and relevant personnel of the company, timely follow up the resolutions of the board of directors and the general meeting of shareholders and the implementation of internal systems, and pay attention to the external environment and the market
5、 Work done in protecting the rights and interests of investors
1. Perform their duties in strict accordance with relevant laws, regulations and the articles of association, participate in the board of directors on time, review the materials provided in advance for the proposals to be considered by the board of directors, and make independent and impartial judgments by using their own professional knowledge. When expressing independent opinions, it shall not be affected by the company and major shareholders, and effectively protect the interests of minority shareholders.
2. Deeply understand the improvement and implementation of the company's production, operation, management and internal control systems, the implementation of resolutions of the board of directors, financial management, business development and the progress of investment projects, consult relevant materials, maintain communication with relevant management personnel, and pay attention to the company's operation and internal control.
3. Continue to pay attention to corporate governance and information disclosure, urge the company to continuously standardize its operation in strict accordance with the requirements of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of GEM listed companies, and the law on Information Disclosure management, improve the level of governance, and ensure that information disclosure is true, accurate, complete, timely and fair, Earnestly fulfill the obligations of information disclosure of listed companies.
6、 Other working conditions
1. In 2021, I did not raise any objection to the proposal of the board meeting this year;
2. In 2021, I did not propose to convene the board of directors;
3. In 2021, I did not propose to hire an external audit and consulting agency independently.
In 2022, I will continue to be diligent and responsible, in strict accordance with the provisions of relevant laws and regulations, and make use of my professional knowledge and experience to serve as the director of the company
