Zhejiang Founder Motor Co.Ltd(002196) independent directors
Report on work in 2021
Dear shareholders and their agents
As an independent director of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”)
In strict accordance with the company law, the securities law, the guidance on the establishment of an independent director system in listed companies, the guidance on the behavior of directors of Listed Companies in the SME sector and other laws and regulations, as well as the articles of association, the working system of independent directors and other provisions, he carefully exercised his powers, performed his duties according to law, actively attended the relevant meetings of the company in 2021 and carefully considered various proposals of the board of directors, He also expressed independent opinions on relevant matters of the company, earnestly fulfilled the obligations and responsibilities of independent directors, gave full play to the role of independent directors, and safeguarded the standardized operation of the company and the interests of all shareholders, especially public shareholders. I hereby report my performance of duties as an independent director in 2021 to all shareholders as follows:
1、 Attendance at company meetings in 2021
(1) Board meeting
Name should attend the meeting on site. Attend the meeting by means of communication. Whether the number of absences is entrusted? Whether there are two consecutive absences? The number of meetings is self attendance
Xiao Yongmin 16 2 14 0 0 0 no
(2) General meeting of shareholders
In 2021, I attended the general meeting of shareholders of the company twice.
2、 Statements and independent opinions on relevant meetings of the company in 2021
(I) the 35th meeting of the 6th board of directors held on January 4, 2021
Table opinions of independent directors
1. Independent opinions of independent directors on the appointment of senior managers
After deliberation, we believe that: they have the qualification to hold the corresponding senior management positions, and have not found any situation that they are not allowed to hold the position of senior management of the company as stipulated in Article 146 of the company law, nor have they been identified as market prohibitions by the CSRC and have not been lifted. They are not the Executees of dishonesty, nor are they the subject of dishonesty responsibility or the object of dishonesty punishment; The nomination, deliberation, voting and appointment procedures of the company’s senior managers comply with the relevant provisions of the company law and the articles of association. Agree to the resolution on the appointment of relevant senior managers at the 35th meeting of the sixth board of directors.
(II) on January 29, 2021, the company held the 36th meeting of the 6th board of directors and issued the opinions of independent directors
After deliberation, we believe that the company’s provision for asset impairment this time is based on the principle of prudence, in line with the accounting standards for business enterprises and other relevant provisions, and has sufficient basis. The company’s provision for asset impairment can make the company’s accounting information about asset value more authentic, reliable and reasonable. There are no circumstances that harm the interests of the company and shareholders, especially minority shareholders, and the review procedures comply with relevant laws and regulations and the articles of association. Therefore, we agree to withdraw the provision for asset impairment this time.
(III) the 31st meeting of the 6th board of directors held by the company on March 27, 2021 and issued the opinions of independent directors
1. Independent opinions on the general election of independent directors and non independent directors of the company’s board of directors
(1) I. The director candidates nominated this time have the qualifications of directors of listed companies stipulated by laws and administrative regulations, meet the requirements of the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and the articles of association, have the necessary working experience to perform the duties of directors, and the nomination procedures are legal and effective. On the basis of the nominees’ professional background and knowledge, the nominees should fully understand the nominees’ professional quality.
(2) . upon examination, it is not found that the candidates for directors and independent directors are not allowed to serve as directors and independent directors of listed companies as stipulated in the company law, the articles of association and the guiding opinions on the establishment of independent director system in listed companies, and there is no situation that they are confirmed as prohibited by the CSRC and the prohibition has not been lifted; He has not been punished by the CSRC and other relevant departments or the stock exchange.
(3) We agree to nominate Mr. Feng Rong, Mr. Zou Jiansheng, Mr. He Dejun, Mr. Niu Mingkui, Mr. Mou Jian and Ms. Xu Huayue as candidates for non independent directors of the seventh board of directors of the company, Mr. Xiao Yongmin, Mr. Cang Yongtao and Mr. Ying Xiaochen as candidates for independent directors of the seventh board of directors of the company, and agree to submit the list of candidates for the seventh board of directors to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
2. Independent opinions on Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan (Draft) and its summary
(1) I. no laws such as the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) are found in the company Where the implementation of the equity incentive plan is prohibited by laws and regulations and normative documents, the company has the subject qualification to implement the equity incentive plan.
(2) . the drafting and deliberation process of Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as company law, securities law, administrative measures, listing rules and so on.
(3) . the incentive objects determined by the company’s restricted stock incentive plan have the qualifications specified in the company law, securities law, administrative measures and other laws, regulations and normative documents. The incentive objects determined this time are directors, senior managers, middle managers and core technical (business) personnel of the company (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). The incentive objects do not have the following circumstances:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
All the personnel on the list meet the conditions of incentive objects specified in the administrative measures and other relevant laws, regulations and normative documents, meet the scope of incentive objects specified in Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan (Draft), and their subject qualification as incentive objects of the company’s 2021 restricted stock incentive plan is legal and effective.
(4) . the contents of Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock equity incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents; The granting and unlocking arrangements for restricted shares of each incentive object (including granting amount, granting date, granting price, locking period, unlocking conditions and other matters) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders.
(5) The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance for the incentive objects to obtain relevant rights and interests according to the equity incentive plan.
(6) The company’s implementation of restricted stock incentive plan can improve the company’s incentive and restraint mechanism and improve the company’s sustainable development ability; Make the operators and shareholders form a community of interests, improve the management efficiency and the enthusiasm, creativity and sense of responsibility of the operators, promote the realization of the company’s long-term strategic objectives and maximize the value of the company’s shareholders, which is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
(7) And Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan (Draft) and abstract have been voted and passed at the 37th meeting of the sixth board of directors of the company, and relevant legal procedures have been fulfilled, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders.
(8) . related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, rules and normative documents as well as the relevant provisions of the articles of association. In conclusion, we believe that the company’s restricted stock incentive plan in 2021 can improve the company’s long-term incentive mechanism, promote the convergence of the interests of the company’s employees and the company’s long-term interests, establish and improve the interest sharing and restraint mechanism among the company, shareholders and core teams, further improve the corporate governance structure and enhance shareholders’ confidence in the company. This restricted stock incentive plan is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. We agree that the company will implement this restricted stock incentive plan and submit the Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan (Draft) and its summary to the general meeting of shareholders for deliberation
3. Independent opinions on the administrative measures for the implementation and assessment of Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan
The appraisal indicators of this restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The company level performance index is the operating income index, which can directly reflect the operation of the company’s main business and the realization of strategic objectives. The company has determined to “become an excellent supplier of core parts of energy-saving and new energy vehicles” as its strategic goal. The driving motor of new energy vehicles, its core business, is in a period of rapid development. At present, the company strategically takes the market share as the priority target, so the equity incentive examination also takes the operating income as the assessment index. According to the setting of performance indicators of the incentive plan, based on 2020, the growth rate of the company’s operating revenue from 2021 to 2023 shall not be less than 40%, 75% and 120% respectively. The performance indicators are set based on the company’s historical performance, industry development, market competition and the company’s future development plan and other relevant factors, taking into account the incentive effect of the incentive plan and having certain challenges, It helps to fully mobilize the work enthusiasm and enthusiasm of the incentive objects, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the annual performance evaluation results of the incentive object.
After reviewing relevant proposals and materials, we believe that the assessment system of the company’s restricted stock incentive plan in 2021 is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of this incentive plan. We agree that the company will implement the management measures for the assessment of the restricted stock incentive plan, and agree to submit the management measures for the assessment of the implementation of the restricted stock incentive plan in Zhejiang Founder Motor Co.Ltd(002196) 2021 to the general meeting of shareholders of the company for deliberation.
(IV) on April 14, 2021, the company held the first meeting of the seventh board of directors and issued the opinions of independent directors
1. Independent opinions on the appointment of senior executives of the company
After reviewing the personal resume and work performance of the senior managers to be employed this time, we believe that they are qualified to serve as corresponding senior managers, and we have not found any circumstances that they are not allowed to serve as senior managers of the company as stipulated in Article 146 of the company law, nor have they been determined as prohibited from entering the market by the CSRC and have not been lifted. They are not dishonest Executees, Nor is it the subject of responsibility or the object of punishment for dishonesty; The nomination, deliberation, voting and appointment procedures of the company’s senior managers comply with the relevant provisions of the company law and the articles of association. Agree to the resolution on the appointment of relevant senior managers at the first meeting of the seventh board of directors. (V) on April 28, 2021, the company held the second meeting of the seventh board of directors and expressed the opinions of independent directors on relevant matters of the company in 2020
1. Independent opinions on the special report on the deposit and use of raised funds in 2020
As an independent director of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”), I hereby express the following opinions on the special report of the board of directors on the deposit and use of the company’s 2020 raised funds in accordance with the relevant rules and regulations such as the guiding opinions on the establishment of independent director system in listed companies, the guidelines on internal audit of companies listed on the SME board and the working system of independent directors:
After verification, the deposit and use of the company’s raised funds in 2020 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds.
2. Independent opinions on the self-evaluation report of internal control in 2020
As an independent director of Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”), we have carefully reviewed the self-evaluation report of the board of directors on internal control in 2020 in accordance with the relevant rules and regulations such as the guiding opinions on the establishment of independent director system in listed companies, the guidelines on internal audit of companies listed on the SME board and the working system of independent directors, We hereby express the following audit opinions on the internal control of the company:
The existing corporate governance structure and internal control system of the company are relatively sound, which can effectively prevent various business risks, comply with relevant laws, administrative regulations, departmental rules and normative documents and the actual needs of the company’s operation, and the self-evaluation report of the board of directors on internal control in 2020 is true
