Zhejiang Supcon Technology Co.Ltd(688777)
Report on the work of independent directors in 2021
As an independent director of Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as "the company"), in 2021, we were honest, diligent and in strict accordance with the provisions and requirements of relevant laws, regulations and rules, such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the detailed rules for the work of independent directors and so on The board of directors deliberated the company's proposals independently, and the members of the board of directors gave full play to the legitimate rights and interests of the company and the public. The report on our performance of the duties of independent directors in 2021 is as follows:
1、 Basic information of independent directors
(I) independent directors
The board of directors of the company is composed of 7 directors, including 3 independent directors, accounting for more than one-third of the board of directors, which is in line with the provisions of relevant laws and regulations and the company's system.
(II) personal work experience, professional background and part-time work
Mr. Jin Xuejun, born in June 1958, Chinese nationality, without permanent residency abroad, has a postgraduate degree. He graduated from Nankai University in economics in January 1982 and obtained a master's degree in economics from Nankai University in December 1984. In 2007, Mr. Jin Xuejun was recognized as a young and middle-aged expert with outstanding contributions by the people's Government of Zhejiang Province. From December 1984 to now, he has taught in Zhejiang University. He has successively served as lecturer, associate professor, Professor, doctoral advisor, department director and vice president. He is now the director of the asset management research center of Zhejiang University. Mr. Jin Xuejun has served and is serving as an independent director of many listed companies. Since December 2017, he has served as Zhejiang Supcon Technology Co.Ltd(688777) independent director.
Ms. Yang Jie, born in May 1979, Chinese nationality, has no permanent right of residence abroad, has a postgraduate degree, and graduated from Zhongnan University of economics and law in June 2004, majoring in international economic law. From July 2004 to September 2006, worked for Zhongcheng Technology Co., Ltd. From October 2006 to March 2010, worked in Guohao law group (Hangzhou) firm. From April 2010 to April 2013, worked in Gf Securities Co.Ltd(000776) investment banking department. From May 2013 to now, he has served as a lawyer and partner of Zhejiang Tiance law firm. From April 2019, he served as Zhejiang Supcon Technology Co.Ltd(688777) independent director.
Mr. Chen Xin, born in December 1975, Chinese nationality, without permanent residency abroad, has a postgraduate degree and a doctorate. He has successively served as assistant professor of Business School of Renmin University of China, associate professor of Antai School of economics and management of Shanghai Jiaotong University and professor of Yunnan University. He is now a professor of accounting of Shanghai School of advanced finance of Shanghai Jiaotong University. He has been the chairman of Yunnan Guanghua integrated industry development research institute since April 2020 and Zhejiang Supcon Technology Co.Ltd(688777) independent director since January 2021.
（3） Is there a description of the situation affecting independence
As an independent director of the company, we do not hold any position in the company other than an independent director, nor do we hold any position in the company's major shareholders. There is no relationship with the company and the company's major shareholders that prevents us from making independent and objective judgments, and there is no situation that affects the independence of independent directors.
2、 Annual performance of independent directors
(I) attendance
During the reporting period, the company held 8 meetings of the board of directors and 4 general meetings of shareholders. One on-site voting meeting of the board of directors, four communication voting meetings, and three on-site meetings in combination with communication. As independent directors, when considering the relevant matters submitted to the board of directors, especially major matters, we maintain close communication with the company and relevant parties, carefully study relevant materials, carefully consider each proposal, make full use of our own professional knowledge, and exercise the power of independent directors objectively, independently and prudently in combination with the actual operation of the company, so as to ensure the scientific decision-making of the board of directors of the company. During the reporting period, there was no absence without reason or failure to attend the meeting in person for two consecutive times. During the reporting period, the specific conditions of independent directors attending the meetings of the board of directors and the general meeting of shareholders are as follows:
Attendance at the board meeting of shareholders
Independent directors
To determine whether the communication is continuous for two years
The name of the party shall be present in person or absent from the Commission
Number of times of attendance not in person number of times of seats number of times of seats
Number of seats
Jin Xuejun 8 85 00 No 4
Yang Jie 8 8 5 0 0 0 No 4
Chen Xin 8 8 6 0 0 0 No 4
(II) participation in special committees
In 2021, all independent directors conscientiously performed their duties and actively participated in 10 meetings of the audit committee, nomination committee, remuneration and assessment committee and Strategy Committee, including 5 meetings of the audit committee, 3 meetings of the remuneration and assessment committee, 1 meeting of the nomination committee and 1 meeting of the strategy committee. There was no absence without reason. It has played an important role in deliberating and making decisions on major issues related to the board of directors, and effectively improved the decision-making efficiency of the board of directors of the company. We believe that the convening and holding of each special committee meeting comply with legal procedures, the decision-making of relevant matters has fulfilled the necessary approval procedures and disclosure obligations, and comply with the relevant provisions of laws, regulations and the articles of association.
(III) on site investigation and the company's cooperation with independent directors
During the reporting period, we took advantage of the opportunity of attending meetings on site and communicating with certified public accountants during the audit of the company's annual report to conduct on-site visits to the company, comprehensively and deeply understand the operation and development of the company, use professional knowledge and enterprise management experience, put forward constructive opinions and suggestions on relevant proposals of the company's board of directors, and give full play to the role of supervision and guidance.
When our independent directors exercise their functions and powers, the management of the company actively cooperates to ensure that we enjoy the same right to know as other directors, actively communicate with us, properly implement and improve our concerns, and provide necessary conditions and sufficient support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in relevant laws, regulations and company rules and regulations, and actively made suggestions to the board of directors and professional committees, which played a positive role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
On March 28, 2021, the second meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the expected annual daily connected transaction quota in 2021; On August 22, 2021, the fifth meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on capital increase and related party transactions to joint-stock companies and the proposal on signing trademark transfer agreement and related party transactions; On November 25, 2021, the seventh meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on increasing the estimated amount of daily connected transactions in 2021. After verification, the price of related party transactions is fair and does not harm the interests of shareholders and creditors of the company. It meets the relevant principles and requirements of related party transactions in terms of the necessity of transactions and the fairness of pricing. The independent directors of the company issued independent opinions with explicit consent and recognized major related party transactions in advance.
(II) external guarantee and fund occupation
The company deliberates the guarantee matters in strict accordance with the requirements of the articles of association, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other normative documents, implements them within the scope of authorization of the resolution, and strictly controls the risk of external guarantee. After verification, the company has no external guarantee and capital occupation for companies outside the scope of the consolidated statements in 2021.
(III) use of raised funds
On January 8, 2021, the first meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the company using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects; On March 28, 2021, the second meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on the special report on the deposit and use of raised funds in 2020; On April 12, 2021, the third meeting of the Fifth Board of directors of the company deliberated and approved the proposal on increasing the implementation subject and special account of raised funds for some investment projects with raised funds; On August 22, 2021, the fifth meeting of the Fifth Board of directors of the company deliberated and adopted the special report on the deposit and actual use of raised funds in the half year of 2021; On November 25, 2021, the seventh meeting of the Fifth Board of directors of the company deliberated and approved the proposal on using some temporarily idle raised funds for cash management; The independent directors of the company carefully reviewed the above proposals and expressed clear opinions.
We have reviewed the use and deposit of the above raised funds, and the use and deposit of the company's raised funds comply with laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation There are no irregularities in the management and use of raised funds in the normative documents and the relevant provisions of the company's management system for raised funds.
(IV) nomination and remuneration of senior managers
On January 8, 2021, the first meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the appointment of president, vice president and financial director and the proposal on the appointment of secretary of the board of directors and securities affairs representative; On March 28, 2021, the second meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on confirming the salary assessment scheme for senior managers in 2021; The independent directors of the company carefully reviewed and expressed their agreed independent opinions.
During the reporting period, the nomination procedures of the company's senior managers met the provisions of laws and regulations and the articles of association, and the qualifications of the employed personnel met the requirements of the company law and the articles of association. At the same time, we reviewed the remuneration of the company's senior managers during the reporting period and believed that the remuneration scheme of the company's senior managers in 2021 was scientific and reasonable, and the remuneration payment and deliberation procedures were in line with the relevant provisions of the articles of association and the company's internal management system.
(V) performance forecast and performance express
During the reporting period, in accordance with the regulations of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the company disclosed the announcement of Zhejiang Supcon Technology Co.Ltd(688777) 2020 annual performance express (Announcement No.: 2021008) on the official website of Shanghai Stock Exchange on February 27, 2021; The voluntary disclosure announcement of Zhejiang Supcon Technology Co.Ltd(688777) 2021 semi annual performance forecast (Announcement No. 2021033) was disclosed on the official website of Shanghai Stock Exchange on July 5, 2021. The above matters comply with the provisions of the company law, the articles of association and relevant laws and regulations.
(VI) employment or replacement of accounting firms
On March 28, 2021, the second meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on renewing the appointment of accounting firm in 2021. The independent directors of the company carefully reviewed and expressed their explicit prior approval opinions and independent opinions.
We believe that in the process of providing audit services for the company, Tianjian Certified Public Accountants (special general partnership) has strictly followed the independent audit standards for Chinese certified public accountants, completed various audit work with due diligence and issued independent audit opinions objectively and fairly. The accounting firm has the ability and experience to provide audit services for listed companies and is competent for relevant audit work.
(VII) cash dividends and other investor returns
On March 28, 2021, the second meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on profit distribution plan in 2020, which was carefully reviewed and approved by the independent directors of the company. On April 23, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and adopted the proposal on profit distribution plan in 2020. Based on 494084000 shares of capital stock on January 7, 2021, the company distributed a cash dividend of 2.5853 yuan (including tax) to all shareholders for every 10 shares, with a total dividend of 12773553652 yuan. The cash dividend has been implemented. This time, various factors such as the company's operation, shareholder return and future development have been fully considered, which is in line with the current actual situation of the company, the plan is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
(VIII) performance of commitments of the company and shareholders
During the reporting period, all commitments of the company and shareholders were strictly observed, and there was no violation of relevant commitments such as share reduction and horizontal competition.
(IX) implementation of information disclosure
During the reporting period, the company performed the obligation of information disclosure in strict accordance with the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the information disclosure system and other relevant laws and regulations. The contents of the announcement were true, accurate and complete without any false records, misleading statements or major omissions, so as to ensure the timeliness and fairness of information disclosure and effectively safeguard the legitimate rights and interests of the company's shareholders
