Chuangyao (Suzhou) communication technology Co., Ltd
Performance report of independent directors in 2021
In accordance with the company law, the articles of association and other relevant provisions, the 2021 annual work report of the independent directors of the first board of directors of chuangyao (Suzhou) communication technology Co., Ltd. is as follows:
1、 Basic information of independent directors
(I) composition of independent directors
The board of directors of the company is composed of 9 directors, including 3 independent directors, accounting for one third of the board of directors, which is in line with relevant laws and regulations and the company’s system.
The resumes of independent directors of the first board of directors are as follows:
Lou Aihua, male, born in 1981, Chinese nationality, without permanent residency abroad, Bachelor of Beijing University of chemical technology, master and doctor of Xiamen University. From February to December 2015, he worked as the vice president of the people’s Court of Xiangcheng District, Suzhou city. From July 2011 to now, he has worked as an associate professor of the teaching and Research Office of civil and commercial law at Wang Jian Law School of Suzhou University. From August 2016 to now, he has worked as a part-time lawyer at Jiangsu century Soochow law firm. Now he is also an arbitrator of Suzhou Arbitration Commission, a director of Jiangsu civil law society, commercial law society and real estate law society. From June 2020 to now, he has been an independent director of the company.
Xu Zan, male, born in 1981, Chinese nationality, without overseas permanent residency, Bachelor of Shanghai University, EMBA of China Europe International Business School. From July 2009 to October 2010, he served as the audit manager of Lixin Certified Public Accountants (special general partnership); from October 2010 to October 2011, he served as Ningbo Solartron Technology Co.Ltd(688299) chief financial officer; from October 2011 to September 2019, he served as Ningbo Exciton Technology Co.Ltd(300566) deputy general manager, director, Secretary of the board of directors and chief financial officer; from April 2017 to October 2019, he served as a member of the Investment Committee of Ningbo woyan equity investment partnership (limited partnership), From November 2019 to now, he has served as executive director and general manager of Shanghai luzai Information Technology Co., Ltd. and independent director of the company since June 2020.
Zhang Wei, male, born in 1968, Chinese nationality, without permanent residency abroad, bachelor, master and doctor of Xi’an Jiaotong University. From June 1995 to June 2019, he successively served as associate professor and professor of Fudan University, director of Department of microelectronics, vice president of microelectronics college and executive president of microelectronics college. From June 2019 to now, he has served as president of microelectronics College of Fudan University and independent director of the company since September 2020.
(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
Three independent directors attended all the board of directors and corresponding special committees in 2021 and attended all the general meetings of shareholders in 2021 as nonvoting delegates. During his tenure, he expressed independent opinions on the proposal on nominating candidates for non independent directors of the first board of directors of the company and the proposal on confirming related party transactions from 2018 to June 2021.
(I) attendance
Attendance at board meetings and shareholders’ meetings
Independent directors should be present in person and entrusted by correspondence. Is there two consecutive absences
Name number of meetings number of times of attendance number of times of not attending in person number of meetings
Xu Zan 9 9 8 0 0 2
Lou Aihua 9 9 8 00 02
Zhang Wei 9 9 8 0 0 2
(II) participation in special committees
In 2021, all independent directors conscientiously performed their duties and actively participated in the meetings of the audit committee, the nomination committee and the remuneration and Assessment Committee for a total of 6 times, including 4 meetings of the audit committee, 1 meeting of the remuneration and assessment committee and 1 meeting of the nomination committee. There was no absence without reason. It has played an important role in deliberating and making decisions on major issues related to the board of directors, and effectively improved the decision-making efficiency of the board of directors of the company. We believe that the convening and holding of each special committee meeting comply with legal procedures, the decision-making of relevant matters has fulfilled the necessary approval procedures and disclosure obligations, and comply with the relevant provisions of laws, regulations and the articles of association.
(III) on site investigation and the company’s cooperation with independent directors
During the reporting period, we took advantage of the opportunity to participate in the meeting on site and communicate with the certified public accountants during the audit of the company’s annual report to conduct on-site investigation on the company, comprehensively and deeply understand the operation and development of the company, use professional knowledge and enterprise management experience, put forward constructive opinions and suggestions on the relevant proposals of the company’s board of directors, and give full play to the role of supervision and guidance. When our independent directors exercise their functions and powers, the management of the company actively cooperates to ensure that we enjoy the same right to know as other directors, actively communicate with us, properly implement and improve our concerns, and provide necessary conditions and sufficient support for us to perform our duties. 3、 Key matters concerned in the annual performance of independent directors
During his term of office, the independent director focused on related party transactions, external guarantees, the effectiveness of the company’s internal control and other matters. The relevant matters of the company were carried out in a standardized manner, and the process was legal and compliant. The details are as follows:
(I) external guarantee and fund occupation
In 2021, the company had no external guarantee and capital occupation of major shareholders.
(II) remuneration scheme for directors and senior managers
In 2021, the remuneration of directors and senior managers was determined according to their performance contribution, which was considered and approved by the board of directors and the remuneration and assessment committee, which is legal and effective.
(III) appointment of accounting firms
In 2021, the company appointed Zhonghui certified public accountants as the company’s listed audit accounting firm, and the appointment procedure was compliant and legal.
(IV) implementation of internal control
The company has established a relatively perfect corporate governance structure, the existing internal control system is relatively sound, in line with relevant national laws and regulations, and has been effectively implemented.
(V) operation of the board of directors and its subordinate special committees
According to relevant laws and regulations, the board of directors of the company has four special committees, namely audit committee, nomination committee, salary and assessment committee and Strategy Committee. The members of the special committee are elected by the board of directors. The process is legal and the actual operation is effective.
(VI) related party transactions
In 2021, the company did not conduct related party transactions with related legal persons. The transaction amount with related natural persons is small, which is a routine event in daily operation.
4、 Overall evaluation and recommendations
In 2021, the independent directors believed that the operation of chuangyao (Suzhou) communication technology Co., Ltd. met the requirements of the company law and relevant laws and regulations, and the corporate governance and internal control were effective. In 2022, independent directors will continue to be diligent and responsible under the guidance of relevant laws and regulations, safeguard the interests of small and medium-sized investors, and make use of their professional advantages to give advice and suggestions for the enterprise, so as to provide support and help for the better development of the enterprise.
Independent directors: Lou Aihua, Xu Zan, Zhang Wei April 15, 2022
