Sunwoda Electronic Co.Ltd(300207)
2021 annual report of independent directors
(Yu Qun)
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 (hereinafter referred to as "the company law"), 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 shareholders of social public shares 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. I have been an independent director of the company since November 30, 2021. Now I report my performance from November 30, 2021 to December 31, 2021 as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
During my tenure in 2021, the company held 4 meetings of the board of directors. My attendance is as follows:
During the term of office, whether the directors are entrusted to attend the meetings in person for two consecutive times without attending the meetings in person for several times
Yu Qun 4 0 0 0 no
During my tenure in 2021, the company held a general meeting of shareholders. My attendance is as follows:
Whether there are two absentee meetings entrusted by shareholders during his term of office, the number of attendance in person without personal name, and the number of seats from the number of attendance at the general meeting
Discuss
Yu Qun 1 0 0 0 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 19th meeting of the 5th board of directors, independent opinions were expressed on the adjustment of the use arrangement of the raised funds and the use of the raised funds to pay in capital and increase capital to the wholly-owned subsidiaries to implement the raised investment projects, the use of the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses, and the use of some idle raised funds by the company and its wholly-owned subsidiaries for cash management.
(II) 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 project of "mineralization in one" new energy material recycling industry in Weng'an county with Guizhou Chanhen Chemical Corporation(002895) and other companies.
(III) at the 21st Meeting of the 5th board of directors, he expressed independent opinions on the foreign investment of subsidiaries.
(IV) at the 22nd Meeting of the 5th board of directors, independent opinions were expressed on the first granting of part of 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 provision of 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 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 made an on-site inspection on the company, mainly on the construction and implementation of the company's production and operation, management, internal control and other systems, and the implementation of the resolutions of the board of directors; Through telephone, e-mail and other means of communication, it keeps close contact with other directors, senior managers and relevant staff of the company, always pays attention to the impact of the national macro-economic environment and market changes on the company, pays attention to the reports of the media and network about the company, timely receives the progress of major matters of the company and grasps the operation dynamics of the company. 5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company's information disclosure, and urge the company to strictly comply with the securities law, listing rules, self regulatory guidelines No. 2 and other laws and regulations and the relevant provisions of the company's information disclosure management system, so as to ensure the authenticity, accuracy, timeliness, integrity and impartiality of the company's information disclosure.
2. As an independent director of the company, I perform the duties of an independent director in accordance with the company law, the articles of association and other laws and regulations and the company's independent director work system; Actively paid attention to the operation of the company, actively obtained various materials required for making decisions, and effectively performed the duties of independent directors; Attend the board meeting of the company on time, carefully review the materials provided by the company, ask relevant departments and personnel of the company when necessary, make independent, fair and objective conclusions with their own professional knowledge, exercise their voting rights prudently, and objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized 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, I have carefully studied the relevant laws, regulations and documents of China Securities Regulatory Commission, Shenzhen Securities Regulatory Bureau and Shenzhen Stock Exchange, deepened my understanding and understanding of the relevant laws and regulations regulating corporate governance and protecting the interests of shareholders of the public, and enhanced my ability to perform my duties and protect the interests of investors; Actively participate in the relevant training organized by the company in various ways, have a more comprehensive understanding of the management systems of listed companies, 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 a meeting of the board of directors;
(II) there is no proposed employment or dismissal of accounting firms;
(III) there is no proposal to hire an audit institution or consulting institution.
8、 Summary
In 2022, I will continue to fulfill my duties and duties diligently, perform the obligations of independent directors independently, objectively and impartially in accordance with the provisions and requirements of laws, regulations and the articles of association, actively play the role of independent directors, make use of professional knowledge and experience to provide more constructive suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, and ensure the objective, fair and independent operation of the board of directors of the company, To safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Hereby report, thank you!
independent director:
Yu Qun MM DD YY
