2021 annual report of independent directors
(Liu Zhengbing)
Shareholders and shareholder representatives:
As an independent director of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company”), I strictly abide by the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, and several provisions on strengthening the protection of the rights and interests of public shareholders Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations, and Sunwoda Electronic Co.Ltd(300207) Charter (hereinafter referred to as the “articles of association”) The provisions and requirements of Sunwoda Electronic Co.Ltd(300207) independent director working system (hereinafter referred to as “independent director working system”) and other rules and regulations, in the work of 2021, earnestly performed their duties, actively attended relevant meetings, deliberated various proposals of the board of directors, expressed independent opinions on major matters, gave full play to the role of independent directors and safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
During my tenure in 2021, the company held 16 meetings of the board of directors. My attendance is as follows:
Whether there are two consecutive absences of directors’ entrusted meetings held during his term of office
Name number of attendance times not in person
Number of meetings
Liu Zhengbing 16 16 0 0 no
During my tenure in 2021, the company held five general meetings of shareholders. My attendance is as follows:
Whether there are two consecutive absences of shareholders’ entrusted meetings held during his term of office
Name number of attendance times not in person
Number of meetings
Liu Zhengbing no
In 2021, I actively participated in the two sessions held by the company with a conscientious attitude, carefully reviewed the meeting materials and put forward relevant opinions and suggestions, played a positive role in the scientific decision-making of the board of directors and the standardized operation and good development of the company, and effectively safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. In 2021, the convening and convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant approval procedures were performed for major matters. I voted in favour of all the proposals on the board of directors, and there was no negative vote or abstention.
2、 Opinions of independent directors in 2021
In 2021, as an independent director of the company, I, together with other independent directors of the company, expressed independent opinions on the following matters:
(I) at the 7th Meeting of the 5th board of directors, the company carried out foreign exchange hedging business, used idle self owned funds for cash management, provided guarantees for subsidiaries, met the conditions for issuing shares to specific objects, the company’s plan and plan for issuing shares to specific objects in 2021, the demonstration and analysis report on the company’s plan for issuing shares to specific objects in 2021 Independent opinions were expressed on the feasibility analysis report on the use of the funds raised by the company’s issuance of shares to specific objects in 2021, the report on the use of the previously raised funds, and the company’s formulation of the shareholder return plan for the next three years (20212023).
(II) at the 8th meeting of the 5th board of directors, on the changes of accounting policies, the company’s external guarantees and the occupation of funds by related parties in 2020, the company’s profit distribution plan in 2020, the self-evaluation report on internal control in 2020, the special report on the deposit and use of raised funds in 2020, the provision of guarantees for holding subsidiaries Independent opinions were expressed on the use of idle self owned funds by subsidiaries for cash management, foreign investment of wholly-owned subsidiaries, provision for asset impairment in 2020, and repurchase and cancellation of restricted shares granted but not unlocked by some incentive objects.
(III) at the 9th meeting of the 5th board of directors, the company gave prior approval and independent opinions on the joint venture and related party transactions jointly invested and established by the wholly-owned subsidiary Huizhou Liwei New Energy Technology Co., Ltd. and related parties, and on the prediction of the company’s new daily related party transactions in 2021, and expressed independent opinions on the use of idle raised funds by the wholly-owned subsidiary to temporarily supplement working capital.
(IV) at the 10th (Interim) meeting of the 5th board of directors, he expressed independent opinions on the early redemption of “Xinwang convertible bonds”.
(V) at the 11th meeting of the 5th board of directors, independent opinions were expressed on the acquisition of 100% equity of Huizhou Liwei Electronic Technology Co., Ltd. and the joint venture established by the wholly-owned subsidiary, Geely Group and Zhejiang Jirun.
(VI) at the 12th meeting of the 5th board of directors, on the deposit and use of raised funds in the half year of 2021, on the external guarantee of the company and the occupation of funds by related parties in the half year of 2021, on the related party transactions of the company in the half year of 2021, on providing guarantee for subsidiaries, on providing guarantee for purchase payment of holding subsidiaries, on capital increase and equity change of Nanjing new energy, the holding subsidiary Independent opinions on foreign investment of subsidiaries and prior approval and independent opinions on capital increase and related party transactions of Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd.
(VII) at the 13th (Interim) meeting of the 5th board of directors, the company gave its prior approval and independent opinions on the transfer of shares of the participating company and related party transactions.
(VIII) at the 14th (Interim) meeting of the 5th board of directors, the company met the conditions for issuing shares to specific objects, adjusted the company’s plan for issuing shares to specific objects in 2021, the company’s plan for issuing shares to specific objects in 2021 (Revised Draft), and the demonstration and analysis report on the company’s plan for issuing shares to specific objects in 2021 (Revised Draft) Independent opinions were expressed on the feasibility analysis report on the use of the funds raised by the company’s issuance of shares to specific objects in 2021 (Revised Draft), the risk tips and return filling measures for diluting the immediate return of the company’s issuance of shares to specific objects in 2021 (Revised Draft), and the matters in the report on the use of the previously raised funds.
(IX) at the 15th meeting of the 5th board of directors, independent opinions were expressed on the remuneration scheme of directors, supervisors and senior managers, the first phase of the company’s 2019 restricted stock incentive plan to reserve some restricted shares to be unlocked, the repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked, and the provision of guarantee for holding subsidiaries.
(x) at the 16th (Interim) meeting of the 5th board of directors, they gave their prior approval and independent opinions on the related party’s investment in Shenzhen primax Testing Technology Co., Ltd. and related party transactions, and expressed their independent opinions on the convertible bond loan of the holding subsidiary Sunwoda Electronic Co.Ltd(300207) electric vehicle Battery Co., Ltd. （11） At the 18th meeting of the 5th board of directors, independent opinions were expressed on the nomination of independent director candidates, the guarantee provided by the company for the purchase of raw materials by the holding subsidiary and the guarantee provided for the subsidiary, and prior approval and independent opinions were expressed on the change of accounting firm. （12） At the 19th meeting of the 5th board of directors, independent opinions were expressed on the adjustment of the use arrangement of raised funds and the use of raised funds to pay in capital and increase capital to wholly-owned subsidiaries to implement raised investment projects, the use of raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, and the use of some idle raised funds by the company and its wholly-owned subsidiaries for cash management.
（13） At the 20th (Interim) meeting of the 5th board of directors, the independent opinions were expressed on the joint venture established by the company and Guizhou Chanhen Chemical Corporation(002895) and the new energy material recycling industry project of “mineralization in one” in Weng’an county with Guizhou Chanhen Chemical Corporation(002895) and other companies.
（14） At the 21st Meeting of the 5th board of directors, he expressed independent opinions on the foreign investment of subsidiaries.
（15） At the 22nd Meeting of the 5th board of directors, independent opinions were expressed on the second phase of the company’s restricted stock incentive plan in 2019, the third phase of the company’s employee stock ownership plan, the subsidiary’s borrowing from Nanchang Jinkai capital with its own assets as collateral and the company’s joint and several liability guarantee, He gave prior approval and independent opinions on the joint investment and related party transactions between wholly-owned subsidiaries and related parties.
3、 Work of the special committee
As a member of the audit committee and Strategy Committee of the board of directors and the chairman of the remuneration and assessment committee of the company, in accordance with the articles of association, the working system of independent directors, the working rules of the audit committee of Sunwoda Electronic Co.Ltd(300207) board of directors, the working rules of the strategy committee of Sunwoda Electronic Co.Ltd(300207) board of directors, the working rules of the remuneration and assessment committee of Sunwoda Electronic Co.Ltd(300207) board of directors and other relevant regulations, and based on the principle of diligence, Conscientiously performed their due duties.
4、 On site investigation in the company
In 2021, I took advantage of attending the board of directors, shareholders’ meeting and other times to conduct many on-site inspections of the company, deeply understand the internal control and financial status of the company, focus on the inspection of the company’s production and operation status, the use and management of raised funds, the progress of major investment projects and the implementation of the resolutions of the board of directors, and actively carry out exchanges and communication with the directors, supervisors and senior managers of the company, Timely informed of the progress of major issues of the company, always paid attention to industry development and market changes, actively put forward suggestions on the operation and management of the company by using professional knowledge and industry experience, and effectively performed the duties of independent directors.
5、 Work done in protecting the rights and interests of investors
1. I have effectively performed the duties of independent directors. I require the company to provide relevant materials in advance for careful review of major matters considered and decided by the board of directors of the company, and ask relevant departments and personnel of the company if necessary. On this basis, I use my own professional knowledge to exercise voting rights independently, objectively and prudently, which promotes the scientificity and objectivity of the decision-making of the board of directors and effectively protects the legitimate rights and interests of the company and shareholders.
2. Fully investigated the corporate governance structure and operation management. We have carefully reviewed the relevant materials provided by the company, and on this basis, we exercise our voting rights independently, objectively and prudently; Deeply understand the improvement and implementation of the company’s production, operation and management related links and internal control systems, inspect the financial management, use of raised funds, related party transactions, business development and progress of investment projects, consult relevant materials, fully communicate with relevant personnel, and understand the company’s production, operation and corporate governance. In addition, it effectively supervised and inspected the performance of directors and senior executives, fully fulfilled the responsibilities of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and the majority of investors.
3. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the listing rules and other laws and regulations and the requirements of the information disclosure management measures; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity and accuracy of the company’s information disclosure.
At the same time, pay close attention to the media reports on the company, and ask the company and relevant personnel when necessary, so as to safeguard the right to know of all shareholders.
4. During the preparation and disclosure of the annual report, meet with the annual audit accountant to understand and master the audit work arrangement of the annual report, carefully listen to the report of the company’s management on the annual production and operation and the progress of major events, and communicate the problems found in the audit process to ensure the timely and accurate disclosure of the annual report.
6、 Training and learning
Since I became an independent director, I have always focused on learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure of the company and protecting the rights and interests of social public shareholders. I have actively participated in training, more comprehensively understood the management systems of listed companies, and continuously improved my ability to perform my duties, Form the ideology of consciously protecting the shareholders’ rights and interests of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
7、 Other work
(I) there is no proposal to convene the board of directors;
(II) there is no proposed employment or dismissal of accounting firms;
(III) there is no independent employment of external audit institutions and consulting institutions.
8、 Summary
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. During my tenure in 2022, I will continue to be diligent and conscientious, and use my professional knowledge and experience to provide more and more constructive suggestions for the development of the company and provide reference opinions for the scientific decision-making of the board of directors. I sincerely hope that under the leadership of the board of directors, the company can continue to operate steadily, standardize operation, continuously enhance profitability and develop continuously, stably and healthily.
Hereby report, thank you!
independent director:
Liu Zhengbing date
