Report on the work of independent directors in 2021
(MA Suoming)
Dear shareholders
As an independent director of the second board of directors of Xuchang Ketop Testing Research Institute Co.Ltd(003008) (hereinafter referred to as "the company"), I faithfully and diligently performed my duties and actively attended the general meeting of shareholders in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, as well as the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant provisions Relevant meetings of the board of directors and special committees, carefully reviewed the information of the board of directors' meeting plan, carefully considered various proposals of the board of directors, and expressed prior approval opinions and independent opinions on relevant matters of the company; Actively understand and pay attention to the operation of the company, put forward constructive suggestions on corporate governance, operation management, internal control and risk management, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
In 2021, I was able to go deep into the site to timely understand the company's operations, pay full attention to the macro situation of the testing industry and the company's medium and long-term development goals, take the initiative to understand the progress of the company's new energy testing and other business matters, and actively contribute to the steady growth of the company's operation. At the same time, we adhered to the objective, independent and impartial position, actively and prudently exercised the rights of independent directors, and performed the duties of independent directors in accordance with the law and regulations.
The performance of duties in 2021 is reported as follows: I. performance of independent directors in this year (I) attendance at the board of directors and general meeting of shareholders
In 2021, the company held 3 general meetings of shareholders and 7 meetings of the board of directors. I actively attended each meeting in strict accordance with relevant regulations. On the basis of careful and full understanding of the proposal, I exercised the voting right with a scientific and rigorous attitude, gave full play to the role of independent directors and safeguarded the overall interests of the company and the interests of minority shareholders.
In 2021, I should attend the board of directors 7 times, personally attend the board of directors 7 times (including 6 times by telephone communication and 1 time on site), the number of entrusted attendance is 0 and the number of absences is 0; Attend the general meeting of shareholders for 3 times (all by telephone). The specific attendance at the meeting is as follows:
Table 1: my attendance at the board meeting in 2021
Board meeting
Name should be present in person. Is there two consecutive absences
Number of times not attending the meeting
Ma Suoming 7 0 0 0 no
Table 2: my attendance at the general meeting of shareholders in 2021
General meeting of shareholders
Name should be present in person. Is there two consecutive absences
Number of times not attending the meeting
Ma Suoming 3 3 0 0 0 no
(II) attendance at special committees of the board of directors
In 2021, the company held 9 meetings of the special committee of the board of directors (including 6 meetings of the finance and audit committee, 1 meeting of the salary and assessment committee and 2 meetings of the strategy committee). As a member of the finance and audit committee and the remuneration and assessment committee of the board of directors, I shall attend the special committee of the board of directors for 7 times, personally attend the meeting of the special committee of the board of directors for 7 times, entrust to attend for 0 times and be absent for 0 times. The specific attendance at the meeting is as follows:
Table 3: my attendance at the meetings of special committees of the board of directors in 2021
Meetings of special committees of the board of directors
Name should be present in person. Is there two consecutive absences
Number of times not attending the meeting
Ma Suoming 7 0 0 0 no
I perform the duties of the committee members in strict accordance with the articles of association, the working rules of the nomination committee, the working rules of the finance and audit committee and the working rules of the remuneration and assessment committee, make independent judgments according to national laws and regulations, company rules and regulations and my professional knowledge and ability, objectively and impartially consider relevant matters and express independent opinions. Carefully consider each proposal, actively participate in the discussion and put forward reasonable suggestions, and provide professional opinions and suggestions for the company's scientific decision-making. (III) exercise of voting rights
In 2021, the board of directors of the company was able to perform its duties in accordance with the provisions of the company law, the articles of association and the rules of procedure of the board of directors. The convening, convening and proceedings of each general meeting of shareholders and the board of directors were in line with relevant regulations, and the minutes of the general meeting of shareholders and the meeting of the board of directors were complete. I voted in favor of all proposals of the board of directors, the finance and audit committee and the remuneration and assessment committee that should be attended by me in 2021, without objection or abstention. (IV) expression of independent opinions
In 2021, I strictly complied with the provisions of various laws, regulations and normative documents, scrupulously abided by the professional ethics and ethics of independent directors, earnestly fulfilled various rights and obligations of independent directors, and carefully, independently and objectively deliberated on major matters such as the company's profit distribution, the remuneration of directors and senior managers, the estimation of the amount of connected transactions, the renewal of audit institutions, the management of raised funds and so on, It also issued 12 independent opinions and 2 prior approval opinions on the above major matters, strictly fulfilled the rights and responsibilities of independent directors, provided support for the scientific decision-making of the board of directors, and played a positive role in strengthening corporate governance and stable and healthy development of the company. See Table 4 below for details of independent opinions:
Table 4: independent opinions in 2021
Independent opinions on time and matters
Independent opinion on self evaluation report on internal control in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2020
Independent opinions on the prediction of related party transactions of the company in 2021
Independent opinions on the company's 2020 profit distribution plan
On April 8, 2021 (the fourth independent opinion on the remuneration of the company's directors and senior managers in 2020), the fourth independent opinion of the second board of directors on the renewal of the audit institution in 2021
Independent opinions on the special report on the deposit and actual use of raised funds in 2021
Independent opinions on changes in accounting policies
Independent opinions on funds occupied by controlling shareholders and other related parties and external guarantees of the company
Independent opinion on the special report on the deposit and use of raised funds in the half year of 2021 (the second session of the board of directors) on August 19, 2021
The sixth meeting deliberated the special explanation and independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company
Independent opinions on the proposal on using temporarily idle raised funds and self owned funds for cash management (the second session of the second board of directors) on September 23, 2021
The seventh meeting deliberated on the independent opinions on the proposal on purchasing directors' and supervisors' high liability insurance
Item)
See Table 5 below for the details of prior approval opinions:
Table 5: pre approval opinions issued in 2021
Time of publication and prior approval of matters
On April 8, 2021 (the 4th meeting), the company's prior approval opinions on the prediction of related party transactions in 2021
The fourth session of the second board of directors
(matters considered at the meeting) prior approval opinions on the reappointment of the audit institution in 2021
No objection was raised in 2021.
(V) on site office and field investigation
In accordance with the rules for independent directors of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and relevant regulations, in 2021, I actively went to the company for on-site office and research. In addition, under the special circumstances of epidemic control, I communicated with the company online through remote meetings for many times. Conduct on-site investigation and inspection on the construction and implementation of the company's production, operation and management (including the management of the company's information disclosure Affairs), internal control and other systems, and the implementation of the resolutions of the board of directors, so as to deeply understand the progress of major matters of the company and master on-site information. The first is to supervise the work of external audit institutions. As a member of the audit committee, I made detailed inquiry and full communication with Daxin certified public accountants, the company's external audit institution, on the implementation of the audit plan of the annual financial report and the key audit matters related to the annual financial audit, coordinated the working relationship between internal and external audit institutions, and supervised the external audit institutions to do a good job in the audit work. For the risk events and risk early warning found in the audit process, the audit committee meeting shall be convened in time and reported to the board of directors.
Second, during the company's on-site visit and field research, I communicated with the company's directors and senior management on the company's development strategic planning, daily operation, annual financial report audit and salary system, and listened to the reports of the company's senior management and relevant department heads on the company's operation, financial situation, standardized operation of internal control and the construction project of South China base (Zhuhai), It mainly inquired about the company's financial management, internal audit, internal control and other relevant situations, timely learned the progress of various major matters, and put forward relevant opinions and positive suggestions. In addition, actively understand the progress of the company's new energy, Photovoltaic Testing and other business matters, give full play to the professional knowledge and independent role of independent directors, and put forward constructive opinions and suggestions for the development of the company.
Third, in my daily work, I can actively perform the duties of an independent director, maintain close contact with other directors, senior managers and relevant staff of the company through telephone, wechat, email and other channels, take the initiative to understand the progress of relevant business conditions and major events of the company, focus on the implementation of resolutions of the general meeting of shareholders and the board of directors, and give full play to the professional knowledge and independent role of independent directors, Make positive suggestions to the company. (VI) self improvement of performance ability
In order to do a good job in the work of independent directors diligently and responsibly, I pay attention to following up and learning the relevant rules, normative documents and other relevant documents newly issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, especially the relevant new rules and regulations issued after the merger of the main board of Shenzhen stock exchange, accept the follow-up training of independent directors by Shenzhen Stock Exchange on time, and participate in the special training on corporate governance in 2021 (phase III) The 126th training course for independent directors of listed companies (follow-up training) and other education and training activities, and obtained the completion certificate. Update knowledge, maintain the ability to perform duties and meet the needs of work.
At the same time, actively pay attention to the macro situation and development prospects of the international and Chinese testing industry, learn about the macro policies and new development opportunities of the state supporting the development of the testing industry, learn about the operation status and future development trend of benchmark or listed companies in the same industry, and compare the competitive advantages and disadvantages of the company, so as to enhance their professional judgment ability. 2、 Cooperation of the company with independent directors
During the work, the company carefully organizes relevant meetings, timely transmits documents and reports relevant business conditions of the company, provides necessary working conditions for independent directors to perform their duties, and actively supports and cooperates with their own work. There is no situation that hinders the performance of their duties. Directors, senior managers, finance, human resources, general management, securities affairs and other departments and their staff have maintained continuous and effective communication with me, so that I can timely understand the operation and development of the company, and provide convenient working conditions for independent directors to conduct on-site investigation.
3、 Overall evaluation and recommendations
In 2021, as an independent director of the company, in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, as well as the articles of association and the working system of independent directors, I faithfully and diligently performed my duties based on the principles of objectivity, impartiality and independence, actively participated in major decisions of the company, tried my best to fulfill my duties and gave full play to the professional role of independent directors, It has effectively safeguarded the interests of the company and the legitimate rights and interests of shareholders.
In 2022, in the spirit of good faith and diligence, I will continue to perform the duties of independent directors in strict accordance with laws, regulations and the articles of association, give full play to the role of independent directors, and resolutely safeguard the interests of the company and the legitimate rights and interests of all shareholders. At the same time, it will also make further efforts to learn and update professional knowledge, improve professional ability and level, give full play to professional expertise, conduct in-depth on-site investigation, fully ensure the on-site working hours of independent directors, and provide suggestions for the steady operation and good development of the company, so as to continuously improve the scientific decision-making ability and leadership of the board of directors and promote the sustainable and healthy development of the company.
In the work of 2021, the directors, supervisors, senior managers and relevant departments and personnel of the company have given strong support and close cooperation to the independent directors in performing their duties. I hereby express my heartfelt thanks!
Independent director: Ma Suoming
