Gemac Engineering Machinery Co.Ltd(301048)
Report on the work of independent directors in 2021
As Gemac Engineering Machinery Co.Ltd(301048) independent director, in 2021, I strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws Regulations and normative documents, as well as the provisions and requirements of the articles of association and the working system of independent directors of the company, fully performed the duties of independent directors, adhered to their duties and duties diligently, carefully understood the operation of the company, deliberated various proposals of the board of directors, expressed fair and objective independent opinions on relevant matters, and gave full play to the role of independent directors, It has effectively safeguarded the standardized operation of the company and the overall interests of shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
The founding meeting of the company held on June 16, 2020 deliberated and passed the proposal on electing shareholders’ representative directors of the first board of directors of the company, and elected Mr. Luo Gang as an independent director of the first board of directors of the company. The details of part-time work experience and professional resume are as follows:
Luo Gang, male, born in February 1977, bachelor degree, lawyer. He is now a lawyer and senior partner of Taihe Thai (Wuhan) law firm and an independent director of the first board of directors of the company.
As an independent director of the company, I have not held any position in the company other than an independent director, nor held any position in the company’s shareholder unit, and there is no situation affecting my independence. 2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
In 2021, the company held 6 meetings of the board of directors and 2 general meetings of shareholders. As an independent director, I attended the meeting of the board of directors in strict accordance with the provisions and requirements of the articles of association and the rules of procedure of the board of directors, attended the meeting of the board of directors in the form of on-site attendance or communication voting, earnestly performed the diligent duties of the independent director, and was not absent. Before the board meeting, with a rigorous and responsible attitude, I carefully studied the meeting materials, took the initiative to understand the relevant situation of the matters under consideration, and expressed prior approval opinions on related party transactions and other matters requiring prior approval of independent directors; During the meeting, they carefully reviewed various proposals, actively participated in the discussion, put forward reasonable suggestions in combination with their own professional knowledge and management experience, and expressed independent opinions on the company’s related party transactions, hiring audit institutions, external guarantees and adjusting the investment amount of raised funds of raised investment projects, gave full play to the supervision and guidance role of independent directors, and safeguarded the overall interests of the company and all shareholders Especially the interests of minority shareholders. This year, I carefully reviewed all the proposals submitted to the board of directors and voted in favour, without negative votes or abstention.
Participation in the board of directors and the general meeting of shareholders
Surnames of independent directors
Who should attend the meeting of the board of directors in person and entrust to attend it. Whether they have not attended the general meeting of shareholders in person for two consecutive times
Number of times since attendance
Luo Gang 6 60 No 2
(II) on site investigation of the company
In 2021, I made a field visit to the company to regularly understand the production and operation status and financial status of the company; And keep close contact with other directors, supervisors, senior managers and relevant staff of the company through telephone and wechat, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, timely learn the progress of major events of the company and master the operation of the company.
(III) the company’s cooperation with independent directors
In 2021, the chairman of the board of directors, the Secretary of the board of directors, the person in charge of Finance and other senior managers of the company, as well as the staff of the strategic planning department and other departments attached great importance to communication with me, timely transmitted relevant meeting documents to me and reported the progress of the company’s production and operation and major matters, fully guaranteed the independent directors’ right to know, and enabled me to timely understand the progress of the company’s internal management, production and operation and other major matters, It provides convenient conditions for my independent work.
3、 Key matters concerned in the annual performance of independent directors
(I) independent opinions issued during the reporting period
In 2021, as an independent director of the company, I, together with the other two independent directors, Mr. Zhao Zhangyan and Mr. Tang Xiangxi, gave 5 pre approval opinions and independent opinions on relevant matters of the company before making decisions, and all agreed. The details are as follows:
No. independent opinions issued at the session of the board of directors
(1) Notice on related party transactions of the company in 2020 and fund collection during the reporting period
The proposal confirmed by the first board of directors and the proposal on the prediction of the company’s daily connected transactions in 2021
1. Pre approval opinions on the proposal of the 9th meeting and the proposal on employing the company’s audit institution in 2021; (2) Notice on related party transactions of the company in 2020 and fund collection during the reporting period
The proposal on confirmation and the proposal on the prediction of the company’s daily connected transactions in 2021
No. independent opinions issued at the session of the board of directors
Independent opinions on the proposal on employing the company’s audit institution in 2021.
The first board of directors (1) special explanation and independent opinions on the 11th meeting of the company’s controlling shareholders and other related parties’ occupation of funds and the company’s external guarantees;
(2) Independent opinions on the proposal on employing Comrade Peng Shaochuan as the general legal adviser.
3. Independent opinions of the first board of directors (1) on the proposal on adjusting the investment amount of raised funds for raised investment projects.
12th meeting
(II) related party transactions
As an independent director of the company, I have made judgments with the other two independent directors, Mr. Zhao Zhangyan and Mr. Tang Xiangxi, on the necessity and objectivity of the company’s daily connected transactions in 2021, whether the pricing is fair and reasonable, and whether it damages the interests of the company and shareholders, and reviewed them in accordance with relevant procedures. We believe that the connected transactions between the company and related parties are normal business transactions of the company. The price of related party transactions refers to the market price of similar contracts of the company and is determined by both parties through negotiation. The pricing is fair and reasonable, in line with the provisions of relevant laws, regulations, normative documents and the articles of association, and does not affect the independence of the company or damage the interests of the company and shareholders. (III) use of raised funds
During the reporting period, as an independent director of the company, I carefully supervised and inspected the actual use of the raised funds with the other two independent directors, Mr. Zhao Zhangyan and Mr. Tang Xiangxi. We believe that the deposit and use of the raised funds fully comply with the institutional requirements of relevant laws and regulations, the fund use procedures are standardized, the actual investment projects are consistent with the promised investment projects, and no violations of the raised funds are found.
(IV) external guarantee and fund occupation
The company can strictly abide by the relevant provisions of relevant laws and regulations. During the reporting period, the company did not provide guarantee to any unit or individual, and there was no situation damaging the interests of the company and all shareholders. The capital transactions between the company and all related parties are normal production and operation capital transactions, and there is no case that the funds are directly or indirectly provided to the controlling shareholders and other related parties.
(V) operation of the board of directors and its subordinate special committees
I served as the chairman of the first directors’ remuneration and assessment committee of the company. During his tenure, according to the rules of procedure and other relevant regulations of the professional committees of the board of directors and the actual situation of the company, he actively performed his corresponding duties as a member, deliberated on the major issues of the company, and put forward the opinions of the professional committees to the board of directors, so as to standardize the operation of the company and improve the internal control of the company.
(VI) work done in protecting investors’ rights and interests
Continue to pay attention to the company’s information disclosure. Supervise the company to complete the information disclosure in a true, accurate, timely, complete and fair manner in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system. In 2021, the information disclosed by the company was true, accurate and complete without any false records, misleading statements or major omissions. Relevant information disclosure personnel have done a good job of information disclosure in accordance with the requirements of laws and regulations, and all major matters have fulfilled the obligation of information disclosure in time.
(VII) other work performed in 2021
1. As the convener of the remuneration and assessment committee of the first board of directors of the company, I organized and held a working meeting during the reporting period, which issued professional opinions on the remuneration (allowance) of directors and the remuneration scheme of senior managers in 2021.
2. I have actively studied relevant laws, regulations and rules and regulations, deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of shareholders of the public, continuously improved my ability to perform my duties, objectively and fairly protected the legitimate rights and interests of a large number of investors, especially small and medium-sized shareholders, and played a due role in promoting the steady operation of the company.
4、 Overall evaluation and recommendations
(I) there was no proposal to convene the board of directors or shareholders’ meeting during the reporting period.
(II) No appointment or dismissal of accounting firms was proposed during the reporting period.
(III) during the reporting period, no independent external audit institution or consulting institution was hired to audit and consult the specific matters of the company.
In 2021, in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association, the working system of independent directors and other provisions, I actively and effectively performed the duties of independent directors, insisted on careful review of major matters decided by the board of directors in advance, and exercised voting rights independently, prudently and objectively, effectively safeguarding the legitimate rights and interests of the company and all shareholders. In 2022, we will continue to adhere to the principles of prudence, seriousness and diligence and the spirit of being responsible to the company and all shareholders, further strengthen communication with other directors, supervisors and management of the company, give full play to our professional advantages, make efforts to improve the rationality, legality and scientificity of the decision-making of the board of directors and protect the legitimate rights and interests of all shareholders, and play the role of independent directors in promoting the steady development of the company, Perform due duties.
It is hereby reported.
Gemac Engineering Machinery Co.Ltd(301048) independent director: Luo Gang April 6, 2022
