Shenzhen Cotran New Material Co.Ltd(300731)
Report on the work of independent directors in 2021
(Kong Tao)
All shareholders and their representatives:
As an independent director of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company”), I earnestly perform my duties in strict accordance with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, Give full play to the independent role of independent directors and safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
The performance of my duties as an independent director in 2021 is reported as follows:
1、 Attendance at meetings
1. Participation in the board of directors
During my tenure in 2021, the second board of directors of the company held 9 meetings and the third board of directors held 4 meetings. I attended all meetings in person. There was no case that I did not attend the meetings in person for two consecutive times, and there was no case that I was absent or entrusted other independent directors to attend and exercise voting rights on behalf of me.
2. Attendance at the general meeting of shareholders
During my term of office in 2021, the company held 6 shareholders’ meetings, and I attended 2 Shareholders’ meetings as a nonvoting delegate.
3. Objections to relevant matters of the company
During my term of office in 2021, based on the principles of diligence, pragmatism, honesty and responsibility, I participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed the meeting materials, participated in the discussion of various proposals and put forward reasonable suggestions, and fully communicated with the company’s management, so as to play a positive role in the scientific decision-making of the board of directors. In my opinion, during my term of office in 2021, the convening of all previous board meetings of the company complied with the legal procedures, and the relevant procedures were performed for major business decisions, which was legal and effective.
During the reporting period, I carefully considered various proposals of the company’s board of directors and other matters not proposed by the board of directors, and believed that the above proposals or matters did not harm the interests of all shareholders, especially small and medium-sized shareholders
2、 Independent opinions
During the term of office in 2021, as an independent director, I took the initiative to understand and obtain the information and materials required for decision-making before the board meeting. At the meeting, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, and expressed independent opinions in accordance with relevant laws, regulations and relevant systems. It mainly includes:
1. On March 23, 2021, the company held the 32nd meeting of the second board of directors, and I expressed my independent opinions on the proposal on the transfer of part of the equity and related party transactions of Anhui microchip Changjiang semiconductor materials Co., Ltd.
2. On April 22, 2021, the company held the 33rd meeting of the second board of directors, I hereby make comments on the proposal on the company’s profit distribution plan in 2020, the special report on the deposit and actual use of raised funds in 2020, the self-evaluation report on internal control in 2020, the proposal on the company’s special description on the occupation of non operating funds and other related capital transactions, and the proposal on the company’s remuneration plan for directors and supervisors in 2021 Independent opinions were expressed in the proposal on the remuneration scheme of senior managers of the company in 2021 and the proposal on changes in accounting policies.
3. On May 6, 2021, the company held the 34th meeting of the second board of directors, and I expressed my independent opinions on the proposal on nominating candidates for non independent directors of the second board of directors.
4. On May 18, 2021, the company held the 35th meeting of the second board of directors. I expressed my independent opinions on the proposal on the unfulfilled exercise of the second exercise period / lifting of the restriction period / lifting of the restriction conditions of the stock option and restricted stock incentive plan in 2018 and the proposal on canceling some stock options and repurchasing and canceling some restricted shares.
5. On June 18, 2021, the company held the 36th meeting of the second board of directors. I expressed independent opinions on the proposal on adjusting matters related to 2018 stock option and restricted stock incentive plan and the proposal on terminating some raised investment projects and using the remaining raised funds to permanently supplement working capital.
6. On August 9, 2021, the company held the 38th meeting of the second board of directors, and I gave independent opinions on the proposal on nominating candidates for non independent directors of the second board of directors, the proposal on appointing the company’s chief financial officer and the proposal on providing guarantee for holding subsidiaries.
7. On August 20, 2021, the company held the 39th meeting of the second board of directors, and I expressed independent opinions on the special instructions on the occupation of funds by the controlling shareholders and other related parties and the external guarantee of the company and the special report on the deposit and actual use of raised funds in the half year of 2021.
8. On September 13, 2021, the company held the 40th meeting of the second board of directors, and I expressed independent opinions on the proposal on nominating candidates for non independent directors of the third board of directors and the proposal on nominating candidates for independent directors of the third board of directors.
9. On September 29, 2021, the company held the first meeting of the third board of directors. I expressed independent opinions on the proposal on the appointment of the general manager of the company, the proposal on the appointment of the chief financial officer of the company and the proposal on the appointment of the Secretary of the board of directors of the company.
10. On October 19, 2021, the company held the second meeting of the third board of directors. I expressed my independent opinions on the proposal on the 2021 stock option incentive plan (Draft) and its summary and the proposal on the company’s measures for the implementation and assessment of the 2021 stock option incentive plan.
11. On October 25, 2021, the company held the third meeting of the third board of directors, and I gave my prior approval opinions and independent opinions on the proposal on renewing the appointment of audit institutions in 2021.
12. On December 15, 2021, the company held the fourth meeting of the third board of directors. I expressed independent opinions on the proposal on adjusting the matters related to the 2021 stock option incentive plan and the proposal on granting stock options to incentive objects.
3、 Work of the special committee of the board of directors
During my term of office in 2021, as a member of the remuneration and assessment committee, nomination committee and Audit Committee of the second board of directors, and a member of the strategy committee, audit committee and Nomination Committee of the third board of directors, I mainly perform the following duties during my term of office:
As the chairman of the remuneration and assessment committee of the second board of directors, I convened and presided over the meeting in strict accordance with relevant laws and regulations and the relevant provisions of the working rules of the remuneration and assessment committee of the board of directors.
During his tenure, he supervised and reviewed the remuneration and performance appraisal of the company’s directors and senior executives, the cancellation of some stock options and the repurchase and cancellation of some restricted shares, the adjustment of the incentive plan for stock options and restricted shares in 2018, and earnestly performed the functions of members of the remuneration and appraisal committee.
As a member of the nomination committee of the second board of directors and the chairman of the nomination committee of the third board of directors, I actively participate in, convene and preside over relevant meetings in strict accordance with relevant laws and regulations and the working rules of the nomination committee of the board of directors. During his tenure, he always pays attention to the performance and qualification of directors and senior managers of the company, studies professional matters, puts forward opinions and suggestions, and earnestly performs the functions of the nomination committee of the board of directors.
As a member of the audit committee of the second and third sessions of the board of directors, I actively participated in relevant meetings in strict accordance with relevant laws and regulations and the working rules of the audit committee of the board of directors. During his tenure, he paid close attention to the company’s production, operation and financial situation, the impact of external environment and market changes on the company, communicated and guided the company’s development, the work of internal audit department and audit quality, reviewed the construction and improvement of the company’s internal control system and put forward reasonable suggestions; Reviewed the company’s periodic reports, communicated with the accounting firm audited by the company in 2021, communicated with the certified public accountants and the company’s management on relevant issues, earnestly performed the duties of independent directors, and played the professional function and supervision role of the audit committee.
As a member of the strategy committee of the third board of directors, I actively participated in relevant meetings in strict accordance with relevant laws and regulations and the working rules of the strategy committee of the board of directors. During his tenure, he made full use of professional knowledge and experience to contribute to the development of the company, put forward opinions and opinions on the development strategy and product development planning of the company, give full play to the technical level and knowledge level in the professional field, promote the steady development of the company’s production and operation, and diligently and responsibly play the professional function and supervision role of the strategy committee.
In 2021, from my professional perspective, I provided decision-making basis and strong support for the board of directors of the company, improved the decision-making efficiency of the board of directors of the company, and faithfully performed the duties of independent directors.
4、 Site office
In 2021, when I was an independent director of the company, I took advantage of the opportunity of attending the board of directors and the general meeting of shareholders to make many on-site visits and communication to the company, understand the production and operation and financial status of the company, and maintain close contact with other directors, financial principals, senior managers and relevant staff of the company through discussion and exchange with senior executives, telephone inquiry and email, Always pay attention to the impact of external environment and market changes on the company, timely learn the progress of major matters of the company, master the operation and management dynamics of the company, and earnestly perform the duties of independent directors.
5、 Work done in protecting the rights and interests of investors
1. I actively pay attention to the company’s production and operation status and financial status, timely understand the possible business risks of the company, carefully consult relevant documents and materials for the proposals submitted to the board of directors for deliberation, conduct investigation in time, understand relevant departments and personnel, and use my professional knowledge to exercise voting rights independently, objectively and impartially, so as to maintain full independence in my work, Effectively safeguard the interests of the company and all shareholders.
2. Continue to pay attention to the company’s information disclosure, and urge the company to be true, accurate and complete in strict accordance with laws and regulations such as the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the relevant provisions of the articles of association and the information disclosure management system Timely complete the information disclosure in 2021.
3. Constantly strengthen their own learning and improve their ability to perform their duties. I have always adhered to the principles of prudence, diligence and loyalty, actively studied relevant laws, regulations and rules, especially deepened my understanding and understanding of laws and regulations related to the standardization of corporate governance structure and the protection of the rights and interests of small and medium-sized investors, further improved my professional level, strengthened communication with other directors, supervisors and management, improved my deliberation ability, and objectively and fairly protected the legitimate rights and interests of investors, especially small and medium-sized shareholders, It plays a due role in promoting the steady operation of the company. 6、 Other work
1. During the reporting period, I did not raise any objection to the proposal of the board meeting and other matters not proposed by the board meeting during the term of office of this year;
2. During the reporting period, I did not propose to convene the board of directors;
3. During the reporting period, I did not propose to hire or dismiss an accounting firm;
4. During the reporting period, I did not propose to hire external audit institutions and consulting institutions.
As an independent director of the company, I will continue to faithfully perform my duties during my term of office, actively participate in the decision-making of major matters of the company, and make suggestions for the healthy development of the company.
In 2022, I will continue to conscientiously, prudently, faithfully and diligently perform the duties of independent directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of the company and shareholders, especially minority shareholders, in accordance with the provisions and requirements of relevant laws and regulations on independent directors.
Independent director: Kong Tao April 9, 2002
