Ledman Optoelectronic Co.Ltd(300162)
2021 annual report of independent directors
(Zhou Yuhua)
Dear shareholders and shareholder representatives
Since I served as an independent director of the Fourth Board of directors of Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as “the company”), during my tenure, I have strictly followed the company 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 gem of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules”), other relevant laws and regulations and the articles of association The working system of independent directors of the company and other relevant systems and regulations of the company, earnestly perform their duties, give full play to the independent role of independent directors, safeguard the overall interests of the company, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
I hereby report my performance of duties as an independent director from January 1, 2021 to December 31, 20211 to all shareholders and shareholder representatives as follows:
1、 Attendance at the board of directors and shareholders’ meeting in 2021
(I) participation in the board of directors
During his tenure in 2021, the company held seven board meetings. I have performed my duties diligently in strict accordance with the requirements of relevant laws and regulations, and have not been absent from the board of directors. The attendance at the board of directors is as follows:
Number of attendance required number of on-site attendance number of attendance by means of communication number of entrusted attendance number of absences
7 6 1 0 0
I have carefully reviewed the relevant materials submitted to the board meeting for consideration and the relevant matters considered at the meeting, and confirmed that the convening of each meeting complies with the legal procedures, and the relevant procedures have been fulfilled for major business decision-making and other major matters, which are legal and effective. After objective and careful consideration of all the motions, I voted in favour of them, but did not vote against them or abstain from voting.
(II) attendance at the general meeting of shareholders
During his tenure in 2021, the company held three general meetings of shareholders. I attended the meeting.
2、 Independent opinions
During the annual term of office, as an independent director, I took the initiative to understand and obtain the information and materials required for decision-making before the board meeting. At the meeting, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions. In accordance with relevant laws, regulations and relevant systems, the company recognized and commented on the renewal of the accounting firm in advance, and expressed independent opinions on the following matters:
Time meeting session independent opinion matters opinion type
On February 2, 2021, the fourth session of the board of directors
(Provisional) 1. Independent opinions on carrying out foreign exchange hedging business. Consent meeting
1. About the occupation of the company by controlling shareholders and other related parties in 2020
Special instructions and independent opinions on funds and external guarantees
2. Independent opinions on the company’s profit distribution plan in 2020.
3. Independent report on self evaluation report of internal control in 2020
Make comments.
4. Special report on the deposit and use of raised funds in 2020
Independent opinion on the report.
5. About the remuneration of directors and senior managers of the company in 2021
Independent opinion on the case.
On April 22, 2021, the 6th meeting of the 4th board of directors gave independent opinions on the cancellation of all remaining shares of the first phase of equity incentive plan.
7. Notice on termination of non-public offering of A-Shares in 2020
Independent opinion.
8. Independent opinions on the continued employment of financial audit institutions.
9. Independent opinions on changes in accounting policies.
10. Independent opinions on providing guarantee for wholly-owned subsidiaries.
11. Independent opinions on using idle self owned funds for cash management
See you.
12. Independent opinions on the addition of directors.
13. Independent opinions on the appointment of vice president and Secretary of the board of directors.
On August 12, 2021, at the 1st meeting of the 4th board of directors, independent opinions on the company’s funds and external guarantee of the company at the 17th meeting of the consent date of the controlling shareholders and other related parties in the first half of 2021.
On the second phase equity incentive plan (Draft) of the company and its
Independent opinions of the 18th (Provisional) summary on September 2, 2021. 2. Agree on the scientificity and feasibility of the indicators set in the second phase of the equity incentive plan
Independent opinion on rationality.
The 4th board of directors 1. On the general election of the board of directors and nomination of the 5th board of directors
Independent opinions of the 19th (temporary) director candidate on September 22, 2021. Agree to the independent opinions on providing guarantee for the holding subsidiary at the meeting on the 2nd day.
3. Independent opinions on granting stock options to incentive objects for the first time.
Time of independent opinions at the session of the meeting
type
On the 1st of the 4th board of directors in October 2021, on the application for comprehensive credit line and withdrawal from banks and other financial institutions
Twenty (temporary) independent opinions for guarantee on the 22nd. agree
meeting
October 2021 Section V board of directors
One (temporary) meeting on 22nd 1. Independent opinions on the appointment of senior managers. agree
Discuss
3、 Performance of special committees of the board of directors
The board of directors of the company has four special committees: Audit Committee, remuneration and assessment committee, nomination committee and Strategy Committee. During the reporting period, as chairman of the audit committee, member of the nomination committee and member of the strategy committee, I attended seven audit committee meetings, one strategy committee meeting and three nomination committee meetings respectively. During his tenure in 2021, he will mainly perform the following duties:
(I) as the chairman of the audit committee, I presided over the daily work of the audit committee in strict accordance with the requirements of the articles of association, the company’s internal audit system, the rules of procedure of the audit committee of the board of directors and other relevant regulations, and carefully considered the work plan, work report, internal control self-evaluation report and audit report submitted by the Audit Department of the company According to the requirements of the company’s internal audit system and other relevant regulations, combined with their own experience in the company’s audit and financial management, supervise the work of the audit department, communicate with the staff of the audit department and external audit institutions hired by the company, and put forward guiding opinions on standardizing corporate governance and improving internal control. (II) as a member of the strategy committee, I participated in the daily work of the strategy committee, actively understood the business operation and industry development of the company, participated in the strategic discussion activities organized by the company, and discussed and exchanged the development trend of the company’s future industry, the company’s medium and long-term development strategy and planning.
(III) as a member of the nomination committee, I actively participated in three meetings of the Nomination Committee during my tenure, and carefully considered the proposals on the addition of directors, the proposed appointment of vice president and the Secretary of the board of directors of the Fourth Board of directors of the company; The term of office of the Fourth Board of directors of the company expires on October 22, 2021. I nominate the proposed directors of the Fifth Board of directors of the company and carefully examine the qualifications of the candidates; I have carefully considered the proposals on the appointment of senior managers proposed by the Fifth Board of directors of the company, and actively fulfilled the responsibilities and obligations of the members of the nomination committee.
4、 Work done to protect investors
(I) on site inspection of the company
During my tenure in 2021, as an independent director, I made a field visit to the company to understand the production and operation of the company, the working conditions of employees and the on-site management system. Through wechat, telephone and e-mail, I kept close contact with other directors, senior managers and relevant staff of the company, timely learned the progress of major matters of the company and mastered the operation dynamics of the company, Put forward suggestions and opinions on the operation and management of the company, paid attention to the stock dynamics and other relevant reports of the company every day, and effectively performed the duties of independent directors.
(II) strengthen learning and improve the ability to perform duties
In order to better perform my duties and give full play to the role of independent directors, I participated in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC, actively studied the latest relevant laws, regulations and other relevant documents, deepened my understanding and understanding of the corporate governance structure, and continuously improved my ability to perform my duties. Maintain the identity and independence of performing duties as independent directors, and are not affected by the controlling shareholders, actual controllers and other interested units or individuals of the listed company. Pay attention to the legal convening and convening of the general meeting of shareholders and the board of directors and the implementation of relevant resolutions, and effectively protect the rights and interests of investors, especially small and medium-sized investors.
5、 Other work
(I) during the term of office in 2021, there was no proposal to convene the board of directors;
(II) during the term of office in 2021, there was no independent employment of external audit institutions and consulting institutions; (III) during the term of office in 2021, no independent director proposed to hire or dismiss an accounting firm. As an independent director of the company, during my term of office in 2021, I faithfully performed my duties, actively played the role of independent directors and made suggestions for the development and growth of the company.
Looking forward to 2022, I will continue to perform the duties of independent directors in accordance with the provisions and requirements of relevant laws and regulations on independent directors, use my professional knowledge and experience to provide reference opinions for the decision-making of the board of directors, ensure that the overall interests of the company and the legitimate rights and interests of minority shareholders are not damaged, and strive to promote the sustainable, healthy and stable development of the company.
Hereby report!
Independent director: Zhou Yuhua
April 11, 2022
