Sunwoda Electronic Co.Ltd(300207)
2021 annual report of independent directors
(Zhang Jianjun)
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 during the term of office
Name attended times not attended in person
Number of meetings, number of seats, number of meetings
Zhang Jianjun 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 during the term of office
Name attended times not attended in person
Number of meetings
Zhang Jianjun 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 funds raised in the previous time, and the company's formulation of the shareholder return plan for the Sunwoda Electronic Co.Ltd(300207) 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
I am the chairman of the audit committee of the board of directors, the member of the strategy committee of the board of directors and the member of the nomination committee of the board of directors. 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 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 and other relevant regulations, In line with the principle of diligence, he conscientiously performed his due duties.
4、 On site investigation in the company
In 2021, I participated in the board of directors, the general meeting of shareholders, the audit committee of the board of directors and other times to conduct many on-site inspections of the company, deeply understood the internal control and financial status of the company, focused on the production and operation status, the use and management of raised funds, the progress of major investment projects and the implementation of resolutions of the board of directors, and actively cooperated with the directors, supervisors The senior managers carried out exchanges and communication, timely learned the progress of the company's major issues, always paid attention to the industry development and market changes, actively put forward suggestions on the company's operation and management 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. As an independent director, I strictly perform the duties of an independent director, deeply understand the improvement and implementation of the company's internal control system, the implementation of the resolutions of the board of directors, the company's development strategy and the progress of investment projects, continue to pay attention to the company's business development and Governance, actively obtain various materials required for making decisions, and effectively perform the duties of an independent director; Attend the meetings of the board of directors of the company on time, use their own professional knowledge and industry experience to exercise their voting rights independently, objectively and fairly, and actively safeguard the legitimate rights and interests of investors. 2. Investigation on corporate governance structure and operation management. During my tenure, I actively paid attention to matters that may affect the company's internal control and corporate governance structure, the impact of industry situation and external market changes on the company's operating conditions, investigated major matters such as the company's foreign investment and the provision for asset impairment, carefully listened to the reports of relevant personnel of the company and conducted on-site investigation, so as to timely understand the company's production and operation trends, Earnestly performed the duties of independent directors.
3. Pay attention to the company's information disclosure. During the reporting period, the company was able to truly, accurately, timely and completely complete the information disclosure in 2021 in strict accordance with the listing rules and other laws, administrative regulations, normative documents and the company's information disclosure management system.
4. Carefully review the internal audit work report, audit plan and other items submitted by the internal audit department, and supervise the company's internal audit system and implementation. Especially 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 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
In 2022, I will continue to perform my duties diligently and conscientiously. Carefully study laws, regulations and relevant provisions, strictly follow laws, regulations, the articles of association and other provisions and requirements, make use of their own professional knowledge and industry experience to provide more constructive suggestions for the future development of the company, continue to strengthen communication and cooperation with the company's board of directors, board of supervisors and management, and provide reference opinions for the scientific decision-making of the board of directors, Earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders, continue to pay attention to the company's business development and governance, give full play to the role of independent directors, and promote the steady and standardized operation of the company. Hereby report, thank you!
independent director:
Zhang Jianjun MM DD YY
