Zhejiang Sanfer Electric Co.Ltd(605336)
Report on the work of independent directors in 2021
As an independent director of Zhejiang Sanfer Electric Co.Ltd(605336) (hereinafter referred to as “the company”), in the relevant work of independent directors in 2021, we faithfully and diligently perform the duties of independent directors in strict accordance with the company law, securities law and other relevant laws and regulations, as well as the articles of Association, rules of procedure for independent directors and other rules and regulations, give full play to the role of independent directors, and promote the company to standardize and improve the corporate governance, Protect the legitimate rights and interests of all shareholders.
The report on the work of 2021 is as follows:
1、 Basic information of independent directors
(I) personal resume, professional background and part-time work of independent directors
Yu Yi: male, born in 1965, Chinese nationality, without permanent residency abroad, master’s degree. Now he is a professor at the school of economics of Zhejiang University of technology and industry, director of the Institute of international trade, leader of middle-aged and young subjects in Zhejiang Province, 151 talent training objects in Zhejiang Province, vice president of Zhejiang Institute of international trade, and distinguished expert of the decision-making advisory committee of Zhejiang Industrial transformation and upgrading fund; Currently, he is Zhejiang Xinao Textiles Inc(603889) , Zhejiang Xingxing Technology Co., Ltd., Chengda Pharmaceutical Co., Ltd., and Zhejiang Netsun Co.Ltd(002095) independent director. Since December 2017, he has served as an independent director of the company.
Li Guowei: male, born in 1969, Chinese nationality, without permanent residency abroad, with a doctorate degree. Once worked in the training center of Zaozhuang Finance Bureau, Shandong Province; Now he is the deputy director of the Academic Affairs Office of Zhejiang University of Finance and economics, the director of China Asset Appraisal Association, a senior member of China Accounting Society, the director of Zhejiang audit society, and a visiting scholar of Toledo University in the United States; Currently, he is the Yindu Kitchen Equipment Co.Ltd(603277) independent director of Hangzhou Lianchuan Biotechnology Co., Ltd. Since December 2017, he has served as an independent director of the company.
Feng Zhenyuan: male, born in 1969, Chinese nationality, without permanent residency abroad, doctor degree. He once worked in the training center of Zaozhuang Finance Bureau, Shandong Province; Now he is the deputy director of the Academic Affairs Office of Zhejiang University of Finance and economics, the director of China Asset Appraisal Association, a senior member of China Accounting Society, the director of Zhejiang audit society, and a visiting scholar of Toledo University in the United States; Currently, he is the Yindu Kitchen Equipment Co.Ltd(603277) independent director of Hangzhou Lianchuan Biotechnology Co., Ltd. Since December 2017, he has served as an independent director of the company.
(II) whether there are conditions affecting independence
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position in the company’s major shareholders. There is no relationship with the company and the company’s major shareholders that hinders our independent and objective judgment, and there is no situation that affects the independence of the independent director.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
In 2021, we attended the relevant meetings of the general meeting of shareholders, the board of directors and the special committees in office on time. When attending the board meeting, we carefully considered all proposals, fully expressed our opinions and suggestions, and voted in favour of all proposals without objection or abstention. The specific attendance is shown in the table below:
Attendance at the board of directors attendance at the shareholders’ meeting name of the shareholders’ meeting of the board of directors should attend the meeting in person this year and entrust the absence by means of communication whether there are two consecutive times of attendance at the shareholders’ meeting attendance times times of attendance times of attendance times of attendance times of absence from the meeting in person Plus meeting
Yu Yi 12 2 0 0 0 3
Li Guowei 12 12 2 0 0 No 3
Feng Zhenyuan 12 2 0 0 No 3
(II) voting and expressing independent opinions at the meeting
As independent directors, we actively participate in meetings such as the board of directors and the general meeting of shareholders, and actively participate in the deliberation and decision-making of major matters of the company by using our respective professional knowledge and practical experience. At the meeting, we fully communicated and discussed with the non independent directors of the company, carefully considered each proposal, actively participated in the discussion, and played a positive role in making scientific decisions for the board of directors of the company. In accordance with relevant regulations, the independent opinions on the proposals that need to be considered by independent directors are expressed based on the principle of objectivity and impartiality and the position of independent judgment.
(III) on site investigation and the company’s cooperation with independent directors
In 2021, during the review of the company’s annual financial audit and other major issues, we communicated with the company’s executives through on-site investigation, comprehensively and deeply understood the company’s operation and development, and put forward constructive opinions and suggestions on the relevant proposals of the company’s board of directors by using professional knowledge and enterprise management experience, giving full play to the role of guidance and supervision. The management of the company attaches great importance to communication with us and regularly reports the production and operation of the company and the progress of major events, which provides complete conditions and support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we earnestly performed the duties of independent directors, comprehensively and deeply understood the operation and development of the company, and communicated with the company’s directors, the Secretary of the board of directors and the person in charge of finance. Carefully read the meeting materials before the meeting, actively expressed opinions at the meeting, effectively performed their duties, and expressed independent opinions based on the principle of objectivity and impartiality and independent judgment.
(I) related party transactions
The related party transactions between the company and related parties in 2021 are true and effective, and follow the principles of equality, voluntariness, equivalence and compensation. The terms determined in the relevant agreements are fair and reasonable. The price of related party transactions does not deviate from the price of independent third parties in the market, and there is no damage to the interests of the company and its shareholders.
(II) external guarantee
In 2021, the company had no external guarantee.
(III) occupation of funds
In 2021, the company did not occupy funds or damage the interests of other shareholders. (IV) use of raised funds
In 2021, the company’s use and storage of raised funds complied with relevant laws and regulations, the articles of association and the company’s measures for the management of raised funds, and there were no violations in the management of raised funds, and the company has disclosed the use and progress of raised funds in a timely, accurate and complete manner in accordance with relevant regulations.
(V) implementation of information disclosure
In 2021, we continued to pay attention to the company’s information disclosure and urged the company to perform its information disclosure obligations in accordance with the Listing Rules of Shanghai Stock Exchange and other regulations and the relevant provisions of the company’s information disclosure management measures. We believe that the company can fulfill the obligation of information disclosure in strict accordance with relevant regulations and carry out information disclosure in accordance with laws and regulations. We will continue to pay attention to the company’s information disclosure and urge the company to standardize the behavior of information disclosure. (VI) implementation of internal control
We carefully checked the implementation of the company’s internal control. The company established, improved and improved the internal control system in strict accordance with the regulatory requirements, and further strengthened the implementation and implementation of the internal control standard system.
(VII) operation of the board of directors and its subordinate special committees
The audit committee, strategy committee, nomination committee and remuneration and assessment committee under the board of directors of the company operate in accordance with the articles of association and relevant systems of the board of directors.
(VIII) appointment of accounting firm
During the reporting period, the company hired Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2021. We have strictly reviewed the qualification of the audit institution and agreed to the company’s continued employment of the audit institution.
4、 Overall evaluation and suggestions
In 2021, we attended the board of directors and the general meeting of shareholders in strict accordance with the company law, the articles of association, the rules of procedure for independent directors and other provisions, expressed independent opinions on major issues, performed our duties faithfully, honestly and diligently, and effectively safeguarded the interests of the company and all shareholders.
In 2022, based on the principles of further prudence, diligence and loyalty, we will continue to perform the duties of independent directors, go deeper into the operation and management of the company, often maintain effective communication with directors, senior managers and shareholders, and make efforts to improve the rationality, legitimacy and scientificity of the decision-making of the board of directors and protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders. At the same time, in order to promote the steady development of the company, establish a good image of honesty and trustworthiness, play the role of independent directors and perform their due duties.
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