Hainan Jinpan Smart Technology Co.Ltd(688676)
Report on the work of independent directors in 2021
In 2021, as an independent director of Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as Hainan Jinpan Smart Technology Co.Ltd(688676) or the company), we actively attended relevant meetings in strict accordance with the relevant provisions and requirements of the company law, the securities law, the governance standards of listed companies, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association, the working system of independent directors of the company and other internal systems, Carefully deliberated various proposals of the board of directors, expressed independent opinions on relevant matters, exercised the rights conferred by the company, gave full play to the role of independent directors, supervised the operation of the company and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
At present, the board of directors of the company is composed of 6 directors, including 2 independent directors. The number of independent directors is more than one-third of the number of the board of directors. They are professionals in the fields of accounting and electrical industry, which meets the requirements of relevant laws and regulations on the proportion and professional allocation of independent directors of listed companies, and ensures the independence of the decision-making of the board of directors. The current independent directors of the second board of directors of the company are Mr. Zhao Chunxiang and Mr. Gao Ciwei. (I) personal resume and employment of independent directors
1. Mr. Zhao Chunxiang, born in 1978, Chinese nationality, without permanent residency abroad, graduated from Zhongnan University of economics and law, with a doctor of management (Accounting). Associate Professor, master’s supervisor, director of China cost research association, Chinese certified public accountant (non practicing member), member of China Accounting Society, visiting scholar of Curtin University in Australia and Taiwan Chengchi University. It mainly studies the issues of manager incentive, cost management, macroeconomic policy and enterprise financial behavior, and presides over or mainly studies more than 10 national, provincial and departmental level and various enterprise entrusted topics, such as the research on innovation oriented incentive of state-owned enterprises in Hubei Province and the research on implicit incentive of state-owned enterprise managers in the era of post salary control. It has been successively published in accounting research, macroeconomic research Nearly 20 papers have been published in China’s authoritative journals such as economic daily, and won the second prize of the teaching and research achievement award of colleges and universities in Hubei Province. He is currently an independent director of the company.
Mr. Zhao Chunxiang obtained the independent director qualification certificate issued by Shanghai Stock Exchange on January 11, 2018 by participating in the 56th independent director qualification training of Shanghai Stock Exchange, and completed the video course of independent directors on the science and Innovation Board of Shanghai Stock Exchange on August 6, 2020, which will be held in April 2021 respectively
He participated in the online training of listed companies organized by Hainan Listed Companies Association in June and the training course for directors, supervisors and senior managers held by Hainan Listed Companies Association in September 2021.
2. Mr. Gao Ciwei, born in 1977, Chinese nationality, without permanent residency abroad, graduated from Shanghai Jiaotong University and Turin University of technology, Italy, with a doctor of Engineering in electrical engineering. Professor and doctoral supervisor of Southeast University, director of Institute of electric power economy and technology, School of electrical engineering, member of China Society of electrical engineering, member of IEEE PES, postdoctoral of Turin University of technology, Italy. It mainly studies the power market and power regulation, power demand side management and demand response, energy Internet and power planning, presides over or mainly studies the research and demonstration of key technologies of intelligent power consumption and dynamic demand side response of power users, key technologies of load aggregation and operation scheduling based on air conditioning load energy storage modeling, and nearly 100 national, provincial and departmental level and various enterprise entrusted topics, which have been successively published in the Journal of China Electrical Engineering More than 150 papers have been published in authoritative journals at home and abroad such as power system automation, IEEE Transactions on smart grid and energy policy, and 28 patents have been granted as inventors. He is currently an independent director of the company.
Mr. Gao Ciwei obtained the independent director qualification certificate issued by Shanghai Stock Exchange on April 24, 2020 by participating in the 70th independent director qualification training of Shanghai Stock Exchange, completed the video course of independent directors on the science and Innovation Board of Shanghai Stock Exchange on August 7, 2020, and participated in the online training of listed companies organized by Hainan Listed Companies Association in April and June 2021 respectively, In September 2021, he participated in the training course for directors, supervisors and senior managers held by Hainan listed company association.
(II) qualification of independent directors and whether there is any situation affecting their independence
As an independent director of Hainan Jinpan Smart Technology Co.Ltd(688676) , we have not held any position in the company other than an independent director, meet the requirements for independence in the rules for independent directors of listed companies, ensure objective and independent professional judgment, and there are no other circumstances affecting our independence.
2、 Annual performance of independent directors
(I) participation in the board of directors and shareholders’ meeting
Since becoming an independent director of the company, with a diligent and responsible attitude, we have carefully considered all the proposals submitted to the board of directors, actively communicated with the company’s management, put forward reasonable suggestions, and exercised our voting rights with a rigorous attitude. In 2021, the company held 14 meetings of the board of directors, which were held through on-site, on-site and on-site plus communication. As independent directors, we all read the proposals and relevant materials listed in the notice of the board of directors in advance, attended the meeting, independently expressed our opinions and voted according to law when considering the proposals. We believe that these proposals have not harmed the interests of all shareholders, especially minority shareholders. We voted in favour of all the proposals of the previous board of directors during the reporting period, without objection or abstention. The specific attendance and voting conditions are as follows:
The independent director’s surname is 2021. He should attend the board of directors (Times) (Times) (Times) (Times) (item) of the resolution of absence form in person
Zhao Chunxiang 14 0 63
Gao Ciwei 14 0 63
In 2021, the company held three general meetings of shareholders through on-site, on-site and on-site plus communication. The specific attendance is as follows:
The independent director’s surname is 2021, and the participating shares should attend in person and entrust to attend (Times) (Times) (Times) (items) of the name meeting of the absentee voting proposal
Zhao Chunxiang 3 3 0 0 0
Gao Ciwei 3 3 0 0 0
(II) on site investigation of the company.
We took advantage of the opportunity to visit the site of the company and learned about the construction and implementation of the company’s production and operation, financial situation and internal control; We maintain communication with the company through telephone, research and other forms; We actively paid attention to the implementation of the resolutions of the board of directors, the work of information disclosure, the construction and implementation of internal control system and the progress of major issues, provided reasonable suggestions for the standardized operation of the company, and promoted the scientificity and objectivity of the decision-making of the board of directors.
(III) the company’s cooperation with independent directors
In the process of performing our duties, the board of directors and the management of the company have given active cooperation, been able to communicate with us in time on major matters such as the company’s production and operation, and timely supplement or explain the additional information we require, which has provided better assistance for us to perform our duties independently.
3、 Independent opinions expressed by independent directors
In 2021, in accordance with the relevant provisions of the rules for independent directors of listed companies and the articles of association, we issued independent opinions and written opinions on the following relevant matters of the company. The details are as follows:
1. Proposal with independent opinions
No. time and name of the meeting proposal with independent opinions
1. Proposal on Approving the submission of the company’s three-year (2018, 2019 and 2020) financial report at the seventh meeting of Hainan Jinpan Intelligent Technology Co., Ltd. on January 25, 2021
2. Proposal of the 9th meeting on March 19 of the 1st session of the 2nd board of directors on the company’s 2020 annual profit distribution plan
2. Proposal on the company’s reappointment of audit institutions in 2021 3. Proposal on the company’s application for credit line of financial institutions in 2021
4. Proposal on the company’s plan to use its own funds to purchase bank breakeven financial products
5. Proposal on insuring liability insurance for directors, supervisors and senior executives
3. The first of the second session of the board of directors in April 2021, the proposal on adjusting the amount of funds to be invested in the raised capital investment project at the 10th meeting on the 17th
2. Proposal on cash management using some temporarily idle raised funds
3. Proposal on using raised funds to provide interest free loans to wholly-owned subsidiaries to implement raised investment projects
4. Proposal on using raised funds to replace self raised funds that have paid issuance expenses
4. Proposal on using some idle raised funds to temporarily supplement the funds of the 11th meeting on April 22 of the second session of the board of directors in April 2021
5. Proposal on the company’s special report on the deposit of raised funds in the half year of 2021 and the actual use of the 12th meeting on August 18, 2021
2. Proposal on changes in accounting policies
3. Proposal on developing foreign exchange hedging business
4. Proposal on adding non independent directors
6. On September 8, 2021, the 1st session of the second board of directors, proposal on adjusting the amount of funds and internal investment structure of the 13th meeting of the proposed investment project of raised funds
7. Proposal on the company’s 2021 restricted stock incentive plan (proposal of the 14th meeting of the 23rd draft) and its summary at the 1st session of the second board of directors in September 2021
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021
No. time and name of the meeting proposal with independent opinions
8. The second board of directors in November 2021. Proposal on adjusting the list of incentive objects and the number of rights and interests granted at the sixth meeting on the 10th day of the first restricted stock incentive plan in 2021
2. Proposal on granting restricted shares to incentive objects for the first time
9. Proposal on the company’s meeting the conditions for issuing convertible corporate bonds to unspecified objects at the 18th meeting of the 18th board of directors on December 16, 2021
2. Proposal on the company’s plan to issue convertible corporate bonds to unspecified objects
