Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710)
Report on the work of independent directors in 2021
(reporter: Fu Yutao)
In accordance with the “company law of the people’s Republic of China on the establishment of independent directors” (hereinafter referred to as the “articles of association of the people’s Republic of China”) and the “Regulations of the people’s Republic of China on the establishment of independent directors” (hereinafter referred to as the “articles of association of the people’s Republic of China”) In accordance with the provisions and requirements of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) independent director’s working system and other relevant laws, regulations and rules, he performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, and gave better play to the role of independent directors and professional members. I hereby report on my performance of duties as an independent director in 2021 as follows: I. attendance at the meeting
During the term of office in 2021, the company held a total of 7 meetings of the board of directors, and I attended them in person. There was no case that I did not attend the meetings in person twice in a row, or did not attend the meetings of the board of directors in person for 12 consecutive months during the term of office, which exceeded half of the total number of the board of directors during the period. In 2021, I read all the proposals and relevant materials listed in the notice of the board of directors in detail in advance, expressed my opinions independently during the deliberation of the proposals and voted according to law. In my opinion, all the meetings of the board of directors of the company in 2021 comply with the legal procedures. All proposals have fulfilled the relevant approval procedures, are legal and effective, and have not harmed the interests of all shareholders, especially minority shareholders. I actively participated in the discussion and put forward reasonable suggestions on various proposals and other matters of the previous board of directors of the company in 2021. After objective and careful thinking on all proposals, I cautiously voted for them without voting against them or abstaining from voting.
During his tenure in 2021, the company held a total of three general meetings of shareholders, all of whom attended in person and listened carefully to the opinions and suggestions of the participating shareholders.
2、 Independent opinions
In 2021, I expressed independent opinions on the following matters of the board of directors of the company:
Time of the preface meeting session deliberation on proposals
number
1. Proposal on 2020 profit distribution plan
2. Proposal on the company and its subsidiaries continuing to carry out foreign exchange derivatives transactions
3. Proposal on renewing the appointment of Zhitong Certified Public Accountants (special general partnership) as the organization of the Fourth Board of directors on April 26, 2021
The 7th meeting 4. Proposal on the special report on the deposit and use of raised funds in 2020
5. Proposal on internal control evaluation report in 2020
6. Proposal on special instructions for occupation of non operating funds and other related capital transactions 7. Proposal on changes in accounting policies
1. Proposal on the company meeting the conditions for issuing shares to specific objects
2. Proposal on the company’s plan to issue shares to specific objects in 2021
3. Proposal on Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) 2021 stock issuance plan to specific objects
4. Proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects
5. Proposal on the feasibility analysis report on the use of funds raised by the company issuing shares to specific objects 2 2021 / 9 / 7 The Fourth Board of directors 6. Proposal on the report on the use of funds raised by the company in the previous time
The 9th meeting 7. Proposal on the diluted immediate return of the company’s issuance of shares to specific objects in 2021 and relevant filling measures
8. Proposal on signing a conditional effective share subscription agreement with the subscriber
9. Proposal on related party transactions involved in the issuance of shares to specific objects
10. Proposal on matters related to exemption of voluntary share locking commitment of controlling shareholders and actual controllers of the company
11. Proposal on exemption from tender offer
3. The 4th board of directors on December 13, 2021 1 1. Proposal on by election of non independent directors of the 4th board of directors of the company
Twelfth Meeting
The 4th board of directors 1. Proposal on electing the chairman of the 4th board of directors of the company
4 the 13th meeting on December 19, 2021 2. Proposal on using idle self owned funds for cash management
3. Proposal on appointment of secretary of the board of directors and deputy general manager of the company
3、 Performance of special committees
There are four special committees under the board of directors: Audit Committee, strategy committee, salary and assessment committee and Nomination Committee.
As a member of the nomination committee and the remuneration and assessment committee, I attended the meetings of the nomination committee and the remuneration and assessment committee in strict accordance with the requirements of relevant laws and regulations, the working rules of the nomination committee of the board of directors and the working rules of the remuneration and assessment committee of the board of directors, actively performed my corresponding duties as a member and deliberated on major matters of the company, And put forward opinions to the board of directors as a member of the professional committee, so as to standardize the operation of the company and improve the internal control of the company. 4、 Other work done in protecting the rights and interests of investors
（1） Pay constant attention to the company’s information disclosure at ordinary times, and urge the company to continuously improve the company’s information disclosure management system in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations, normative documents and the company’s information disclosure management system; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure.
（2） As an independent director of the company, I will strictly perform my duties as an independent director, actively participate in relevant meetings of the company, pay attention to the formulation and implementation of the company’s production and operation status, financial management and internal control systems, timely understand the company’s operation status and possible risks, and ask relevant departments and personnel of the company if necessary. On this basis, I will make use of my own professional knowledge, be independent, objective The prudent exercise of voting rights has promoted the scientificity and objectivity of the decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and shareholders.
（3） During my tenure, in combination with relevant laws, regulations, normative documents and other relevant provisions, I urge the company to timely improve various internal control management systems, and require the company to effectively implement them in daily operation; Actively learn relevant new laws, regulations and normative documents, strengthen the in-depth understanding of the knowledge of protecting the interests of shareholders of the public, constantly improve their ability to perform their duties, and effectively safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. 5、 On site investigation of the company
In 2021, I conducted on-site investigation on the company’s production and operation status, the construction and implementation of management and internal control systems, the implementation of resolutions of the board of directors, the implementation of resolutions of the general meeting of shareholders, etc., and maintained close contact with other directors, senior managers and relevant staff of the company by telephone and e-mail. After verification, I believe that in 2021, the company carried out production and operation in an orderly manner in strict accordance with the requirements of the board of directors. The company’s management and internal control systems have been basically established and improved, and have been effectively implemented in the operation process of the company, which has improved the standard operation level of the company and prevented risks to the greatest extent. The management of the company earnestly implemented the resolutions formed by the board of directors and reported the work progress in time. 6、 Training and learning
In 2021, I carefully studied relevant laws, regulations and relevant documents such as China Securities Regulatory Commission and Shenzhen Stock Exchange, with a view to continuously improving my ability to perform my duties, forming an ideological awareness of consciously protecting the rights and interests of public shareholders, providing better opinions for the company’s risk prevention and promoting the company’s further standardized operation. 7、 Other working conditions
（1） In 2021, I did not raise any objection to the proposal of the board of directors and other matters; u2028
（2） In 2021, I did not propose to convene the board of directors;
（3） In 2021, I did not propose to hire or dismiss an accounting firm;
（4） In 2021, I did not independently employ external audit institutions and consulting institutions.
In 2022, while serving as an independent director of the company, I will continue to faithfully perform my duties, actively participate in the decision-making of major matters of the company with a serious, diligent and responsible attitude, give full play to my professional expertise, provide more reasonable suggestions for the development of the company and provide good reference for the scientific decision-making of the board of directors. In accordance with the requirements of relevant laws, regulations and normative documents, as well as the provisions of the articles of association and other systems, give full play to the role of independent directors, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, and ensure the objective, fair and standardized operation of the board of directors of the company.
Independent director: Fu Yutao April 7, 2022
