Quectel Wireless Solutions Co.Ltd(603236)
Report on the work of independent directors in 2021
As independent directors of Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as “the company” or “the company”), in our work in 2021, we earnestly performed the duties of independent directors, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters and gave full play to the role of independent directors in accordance with the provisions of the company law, the articles of association, the working system of independent directors and other systems, Strive to safeguard the interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties of independent directors in 2021 is reported as follows: I. Basic information of independent directors
As of December 31, 2021, the board of directors of the company has 5 directors, including 2 independent directors, more than one-third of the seats of directors, in line with relevant laws and regulations. The board of directors has a nomination committee, a strategy committee, an audit committee and a remuneration and assessment committee. The independent directors of the company serve as the chairman of the nomination committee, the audit committee and the remuneration and assessment committee.
(I) basic information of independent directors
Ms. Yu Chunbo: successively served as the accountant of Shandong Weihai urban construction comprehensive development company, the accountant of Fengsheng (Shanghai) Electronics Co., Ltd. and the project manager of Shanghai Bandung Zhongtian certified public accountants; Audit manager of Deloitte Touche Tohmatsu, partner of Ruihua certified public accountants, and now partner of Daxin certified public accountants. He has been an independent director of the company since August 2017. At present, he is the chairman of the audit committee of the board of directors, the chairman of the nomination committee and the member of the remuneration and assessment committee.
Mr. gengxiangming: he has been a special office engineer of the naval (Shanghai) special aircraft Demonstration Research Institute, engineer of Signal Processing Research Institute of Department of electronic engineering, Shanghai Jiaotong University, senior engineer of signal processing and System Research Institute of the specialized laboratory of Electronic Engineering Department of Shanghai Jiaotong University, senior engineer of Shanghai Beidou navigation and position service Key Laboratory of shanghaijiaotonguniversity; He is now a senior engineer of Shanghai Jiaotong University and Shanghai Beidou Key Laboratory of navigation and location services; Executive director and general manager of Shanghai medisoko Electronic Technology Co., Ltd. He has been an independent director of the company since March 2017. At present, he is the chairman of the remuneration and assessment committee of the board of directors, the member of the nomination committee, the member of the audit committee and the member of the strategy committee.
(II) whether there are conditions affecting independence
We and our immediate family members and major social relations do not work in the company or its subsidiaries, do not directly or indirectly hold 1% or more of the issued shares of the company, are not the top ten shareholders of the company, do not work in the shareholder units that directly or indirectly hold 5% or more of the issued shares of the company, and do not work in the top five shareholder units of the company. We have not provided financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and have not obtained additional and undisclosed interests from the listed company, its major shareholders or interested institutions and personnel. Therefore, there is no situation affecting independence. 2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
Participation in the board of directors and major shareholders’ meetings
Name of the person who should attend the entrusted meeting in person this year, whether he is absent for two consecutive times, the number of times he has not attended the board of directors, the number of times he has attended the meeting in person
Yu Chunbo 12 0 0 No 3
Geng Xiangming 12 0 0 No 3
The company has provided necessary working conditions and strong support for us to perform the duties of independent directors. We fully understand the operation of the company by listening to reports and on-site visits, and actively use professional knowledge to promote the scientific decision-making of the board of directors. We acted prudently and diligently, carefully read the meeting materials submitted by the office of the board of directors of the company, expressed clear opinions on all matters discussed, voted in favour of all proposals, and expressed the opinions of independent directors on some matters in accordance with the relevant provisions of the regulatory authorities.
(II) deliberation of proposals and independent opinions
During the reporting period, we carefully reviewed the proposal, timely learned the background of the proposal from the company, actively participated in the discussion and expressed professional opinions by using our own professional knowledge and experience, and voted in favour of all the proposals considered. As an independent director of the company, we strictly abide by our duties and express our agreed independent opinions on the company’s profit distribution and the conversion of capital reserve into share capital, the extension of some investment projects funded by raised funds, the remuneration of directors and senior managers, and the renewal of accounting firms in strict accordance with the requirements of the articles of association, working rules for independent directors and other relevant systems.
(III) attendance at the special committee
During the reporting period, the special committee carried out its work in accordance with the articles of association and the rules of procedure of each special committee. Combined with professional experience, we reviewed the periodic report, the renewal of accounting firm, the remuneration of directors and senior executives, and provided professional suggestions for the decision-making of the board of directors.
Name of special committee of the board of directors number of attendance times of entrustment number of attendance times of absence
Audit Committee 5 0 0
Strategy Committee 100
Nomination Committee 1 0 0
Salary and assessment committee 1 0 0
(IV) on site investigation and the company’s cooperation with independent directors
As an independent director, we attach importance to the on-site investigation of the company. Take the opportunity of attending the meetings of the board of directors, the general meeting of shareholders and special committees to conduct on-site visits to the company, communicate with other directors, supervisors and senior executives, listen to reports, read materials and participate in management discussions, timely understand the daily operation and standardized operation of the company, and put forward opinions and suggestions to the management of the company from a professional perspective. The management of the company attaches great importance to the communication and exchange with independent directors, which provides necessary conditions and convenience for independent directors to perform their duties.
3、 Key issues of independent directors’ annual performance
In 2021, we focused on the following matters. After checking the relevant materials, we made an independent and clear judgment on the legality and compliance of the relevant decisions, implementation and disclosure of each matter, and issued independent opinions or approval opinions. The details are as follows:
(I) related party transactions
During the reporting period, the company had no significant related party transactions.
(II) external guarantee and fund occupation
The review procedure of the company’s external guarantee in 2021 is legal and effective. In 2021, the guarantee provided by the company to the subsidiaries is to ensure the implementation of relevant credit facilities, which is conducive to the subsidiaries to obtain the funds required for development on relatively favorable terms. The guarantee objects are all wholly-owned subsidiaries of the company, and the guarantee risk is controllable. The decision-making procedure of the company’s external guarantee complies with the provisions of relevant laws, regulations and the articles of association, and there is no overdue and illegal guarantee, and there is no damage to the interests of the company and shareholders. In addition to providing guarantees for subsidiaries, the company does not provide other external guarantees, nor does it provide guarantees for controlling shareholders and their related parties.
During the reporting period, the company was able to strictly abide by relevant laws, regulations and relevant provisions of the CSRC. There was no case that the controlling shareholders and related parties occupied the company’s funds, and there was no case that the funds were directly or indirectly provided to the controlling shareholders and other related parties.
(III) remuneration of directors and senior managers
During the reporting period, the remuneration plan of the company’s directors and senior managers for 2021 was reviewed. The remuneration of the company’s directors was determined in combination with the actual operation of the company and relevant assessment results, and the remuneration of the company’s senior managers was determined in combination with the actual operation of the company, job position, rights and responsibilities. The decision-making procedures were in line with the provisions of relevant laws, regulations and the articles of association, There is no situation that damages the interests of the company and shareholders. (IV) use of raised funds
According to the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the storage and use of raised funds of listed companies, the company has carried out special account storage and special use of raised funds. By the end of the reporting period, all the products of the company using some idle raised funds for cash management had been redeemed due; The projects of raising funds for non-public offering of shares, R & D center upgrading project and intelligent vehicle networking industrialization project of the company have been closed. During the reporting period, the use of the company’s raised funds fulfilled the necessary approval procedures and met the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) The relevant provisions of the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – announcement format do not harm the interests of shareholders, change the implementation subject of raised investment projects and the investment purpose of raised funds, which is in line with the actual situation of the company.
(V) appointment of accounting firms
During the reporting period, the company continued to employ Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin”) as the company’s audit institution in 2021. Through the review and evaluation of the work of Lixin during the reporting period, we believe that during the audit period, Lixin worked diligently, independently and objectively, was familiar with the national laws and regulations on financial accounting, had the working ability and practice experience to undertake the company’s financial audit and internal control audit in 2021, and the annual financial audit fees and internal control audit fees in 2020 were fair and reasonable.
(VI) profit distribution
During the reporting period, the company completed the annual profit distribution in 2020 and the conversion of capital reserve into share capital. This profit distribution and the conversion of capital reserve into share capital comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions, match the growth of the company’s performance, and is conducive to the sustainable, stable and healthy development of the company. There is no damage to the interests of shareholders. The review procedure is legal and compliant.
(VII) implementation of information disclosure
The information disclosure of the company is true, accurate, complete, timely and fair, which ensures that investors can get the progress of major events of the company at the first time, fairly reflect the production and operation of the company, and fully protect the right to know of investors. All the disclosure contents are free of any false records, misleading statements or major omissions, and no correction or supplement is found in the announcement. During the reporting period, the company was not criticized or concerned by the regulatory authorities.
(VIII) implementation of internal control
The company continues to improve its internal control system, strengthen internal control supervision, improve the quality of internal control, effectively control all kinds of risks and promote the healthy and sustainable development of the company through pre prevention, in-process control and post supervision of risks. During the reporting period, we listened to the work report of the company’s internal audit department and urged the rectification of relevant problems. The company has no major defects in the design or implementation of internal control.
(IX) operation of special committees of the board of directors
During the reporting period, the special committee of the board of directors of the company actively carried out work, standardized operation, earnestly performed its duties and made unremitting efforts for the sustainable development of the company. The management of the company has fully implemented the resolutions of the previous board of directors and its subordinate committees in 2021. 4、 Overall evaluation and recommendations
As an independent director of the company, during the performance of duties in 2021, we prudently exercised the rights conferred by the company and shareholders in strict accordance with the company law, the articles of association, the working system of independent directors and other provisions, and faithfully and diligently performed the duties of independent directors in accordance with the principles of objectivity, impartiality and independence. By attending meetings, communicating with the management and other means, we timely understand the company’s daily business status and possible business risks, make full use of professional knowledge and rich experience, provide reference opinions for the decision-making of the board of directors, and play a positive role in the standardized operation and sustainable development of the company.
In 2022, we will continue to strengthen communication with internal directors, supervisors, senior managers, the company’s internal audit department and external auditors, fulfill the obligations of independent directors, safeguard the legitimate rights and interests of the company and all shareholders, and promote the healthy, sustainable and stable development of the company. At the same time, I would like to thank the relevant personnel of the board of directors and management of the company for their active cooperation and support in the performance of their duties.
It is hereby reported.
Independent directors: Yu Chunbo, Geng Xiangming April 15, 2022
