Sunwoda Electronic Co.Ltd(300207)
2021 annual report of independent directors
(Zhong Mingxia)
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 “Listing Rules”), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “self regulatory guidelines No. 2”), and other laws and regulations, as well as Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as “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. As the term of office expires for 6 years, I have left office on November 30, 2021. The performance of duties from January 1, 2021 to November 30, 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 12 meetings of the board of directors. My attendance is as follows:
Below:
Name number of meetings of the board of directors held during his term of office, whether he was absent in person or not, whether he failed to attend the meeting in person for two consecutive times
Zhong Mingxia 12 0 0 no
During my tenure in 2021, the company held four general meetings of shareholders. My attendance is as follows:
Whether there are two consecutive names in the absence of personal entrustment, the number of shareholders’ meetings held during the term of office, the number of meetings not attended in person, the number of meetings held
Zhong Mingxia 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.
3、 Work of the special committee
As a member of the remuneration and assessment committee of the board of directors and the chairman of the nomination committee of the board of directors of the company, I have conscientiously performed my due duties in accordance with the articles of association, the working system of independent directors, the working rules of the nomination 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, based on the principle of diligence.
4、 On site investigation in the company
In 2021, I took the opportunity of attending the meetings of the board of directors, the general meeting of shareholders, the remuneration and assessment committee of the board of directors and the nomination committee of the board of directors to conduct on-site research on the company, listen to the report of the company’s management on the company’s operation status and standardized operation, and focus on the company’s production and operation status and industry development trend, the construction of the company’s internal management and internal control system, the implementation of the resolutions of the board of directors, etc. I keep close contact with other directors, supervisors, senior managers and relevant staff of the company, timely learn about the progress of major matters of the company, master the production, operation and management dynamics of the company, and ensure that the supervision and guidance functions of independent directors are brought into play.
5、 Work done in protecting the rights and interests of investors
1. Deliberation of the proposal. As an independent director of the company, during my tenure, I strictly perform the duties of an independent director, carefully consult relevant documents and materials, conduct timely investigation, ask relevant departments and personnel about each proposal submitted to the board of directors for deliberation, use my professional knowledge to exercise voting rights independently, objectively and impartially, maintain full independence in my work, and serve all shareholders cautiously, faithfully and diligently.
2. Pay attention to the information disclosure of the company. I actively supervise the timeliness, accuracy, integrity and authenticity of the company’s information disclosure, and promote the company to timely and accurately disclose matters that have a significant impact on the company. During my tenure, the company’s information disclosure work complies with the listing rules, self regulatory guidelines No. 2 and the company’s information disclosure management system. At the same time, the company attaches importance to the management of investor relations, seriously receives the investors investigated by the company, patiently answers the telephone consultation of investors, ensures the smooth communication channels between the company and investors, ensures the equality and openness of the company’s investor relations management activities, and effectively protects the legitimate rights and interests of the majority of investors and public shareholders.
3. Self learning. During my tenure, I actively studied the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of laws and regulations, especially those related to standardizing the corporate governance structure, insider trading prevention and control, protecting the legitimate rights and interests of public shareholders, continuously improved my ability to perform my duties, provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, and earnestly fulfilled the responsibility of protecting the rights and interests of the company and investors.
6、 Training and learning
Since I became an independent director of the company, I have actively studied the latest laws, regulations and rules on the standardized operation of listed companies and the performance of duties by independent directors, further deepened my understanding and understanding of relevant regulations, actively participated in various forms of relevant training organized by Shenzhen Stock Exchange, CSRC and the company, continuously improved my ability to perform my duties, and provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, Effectively strengthened the ability to protect the legitimate rights and interests of the company and shareholders.
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 engagement of external audit institutions and consulting institutions.
8、 Summary
During my tenure, I performed the obligations of independent directors in strict accordance with the provisions and requirements of laws and regulations and the articles of association, played the role of independent directors, and resolutely safeguarded the legitimate rights and interests of all shareholders, especially minority shareholders. 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.
Since my term of office has expired, I have officially resigned as a director of the Fifth Board of directors of the company on November 30, 2021, and no longer hold relevant positions as an independent director of the company and a member of each special committee of the board of directors. I thank the company and shareholders for their trust in me during my tenure, the board of directors and management for their support for my work, and wish the company a prosperous career.
Hereby report, thank you!
independent director:
Zhong Mingxia MM DD YY
