Report on the work of independent directors in 2021
As independent directors of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”), we (Zhang Xin, Zhou Yonggan and Li ronghua) perform the duties of independent directors carefully, faithfully and diligently in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, the articles of association and the working system of independent directors, Timely understand and continue to pay attention to the company’s business operation and management, actively participate in the company’s board of directors and shareholders’ meeting, carefully review various meeting proposals, carefully analyze and give pertinent and objective opinions on major matters within the scope of responsibilities based on their own professional expertise and independent judgment, and effectively safeguard the interests of the company and all shareholders.
The performance of the duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Mr. Zhang Xin: male, born in 1977, Canadian nationality, doctoral degree. He is currently an independent director of the company. From 2010 to 2016, he was a lecturer in the Department of accounting of Fudan University; From December 2016 to now, he has served as an associate professor in the Department of accounting of Fudan University; From April 2017 to April 2020, he served as Huasu Holdings Co.Ltd(000509) independent director; From February 2018 to December 2021, he served as Shanghai Moons’ Electric Co.Ltd(603728) independent director; From March 2018 to now, he has served as Keeson Technology Corporation Limited(603610) independent director; From July 2018 to now, he has served as Shanghai Film Co.Ltd(601595) independent director; Since December 2018, he has served as an independent director of Zhejiang Shenghuabo Electric Appliance Co., Ltd; From December 2020 to now, he has served as an independent director of Anrui medical devices (Tianjin) Co., Ltd.
Mr. Zhou Yonggan: male, born in 1949, Chinese nationality, without permanent residency abroad, college degree. He is currently an independent director of the company. From 1975 to 1983, he was a member of the trade union of Minfeng paper mill; From 1983 to 2004, he successively served as deputy section chief and section chief of Jiaxing Labor Bureau (now Jiaxing human resources and Social Security Bureau); From 2005 to 2015, he successively served as the general manager assistant and consultant of Zhejiang Tsinghua Yangtze River Delta Research Institute (re employed after retirement); From December 2016 to now, he has served as Keeson Technology Corporation Limited(603610) independent director.
Mr. Li ronghua: Chinese nationality, born in 1976, without permanent residency abroad, with a master’s degree. He is currently a lawyer of Jiangsu Haihui law firm. From July 1998 to July 2007, he served as a teacher of Tianjin No. 5 middle school; From September 2007 to July 2010, studied in the Law School of Peking University; From September 2010 to September 2016, he served as an employee of the Legislative Affairs Office of the Management Committee of Wuxi National High tech Zone; From October 2016 to now, Ren suhai
Lawyer of Hui law firm; Since August 2020, he has served as Keeson Technology Corporation Limited(603610) independent director.
(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
Not holding any position among the major shareholders of the company; There is no interference with the company and its major shareholders
There is no situation that affects their independence.
2、 Annual performance of independent directors
(I) attendance at the meeting
In 2021, the company held a total of 8 meetings of the board of directors, including one on-site meeting and on-site settlement
7 meetings held in cooperation with communication; The company held two general meetings of shareholders, including one extraordinary general meeting of shareholders.
In 2021, our attendance at the board meeting and general meeting of shareholders is as follows:
Participation of major shareholders in the board of directors
Information of the board of directors name of independent director
The number of (Times) (Times) (Times) (Times) (Times) of attending the shareholders’ meeting in absentia entrusted by the attending directors in person by means of communication in this year
Li ronghua 8 8 7 0 2
Zhang Xin 8 8 7 0 0 1
Zhou Yonggan 8 8 7 0 02
We carefully examined the proposals submitted to the meeting for deliberation, and actively participated in the discussion of various topics at the meeting
Discuss and put forward suggestions and opinions, and exercise voting rights with a rigorous attitude.
(II) annual report in 2021
In 2021, our performance of duties during the preparation of the annual report includes: (1) the review of this year’s report by the board of directors
Before the annual report, communicate with the chief financial officer and report preparers, and conduct internal control over the annual report audit and financial report
System audit shall communicate with accounting firms, put forward opinions and suggestions on audit work, and form a written form
opinion; (2) Timely communicate the problems found in the audit process with the annual audit accountant, and actively organize and coordinate them
After the accountant issues the preliminary audit opinion, review the financial statements again and review the adoption of the financial report
Confirm the appropriateness of the accounting policy to ensure that the company discloses the company in a timely, accurate, true, complete and fair manner
Financial condition and operating results.
(III) site investigation
In 2021, we communicated with the company’s operation and management personnel about the company’s operation and financial status
Understand the progress of the project invested by the raised funds and the foreign investment; Through telephone and e-mail, keep close contact with the directors, senior executives and relevant staff of the company, timely learn the progress of various major matters of the company, master the operation dynamics of the company, strive to be diligent and responsible, maintain objective independence in work, and play a due role in improving the corporate governance structure and ensuring the standardized operation of the company.
(IV) cooperation of listed companies with independent directors
The company actively cooperated with our work, submitted the proposals and relevant materials considered by the board of directors and professional committees on time, cooperated with us to understand the production, operation and operation of the company, and provided complete conditions and necessary support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In accordance with the relevant provisions of laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies, the company law and the articles of association, we have carefully examined the related party transactions of the company:
At the 12th meeting of the second board of directors on April 16, 2021, we issued an independent opinion on the proposal on the company’s daily related party transactions in 2020 and the expected daily related party transactions in 2021. We believe that the related party transactions between the company and related parties are required by the company’s daily business activities and do not have a significant impact on the company’s financial status and operating results, The company’s main business will not rely on related parties due to related party transactions; The price of related party transactions of the company shall be determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors; The board of directors deliberated and approved the proposal, and the voting procedure was legal and effective.
(II) external guarantee and fund occupation
There was no external guarantee and fund occupation during the reporting period.
(III) use of raised funds
At the 12th meeting of the second board of directors on April 16, 2021, we issued an independent opinion on the proposal on the special report on the deposit and actual use of the company’s raised funds in 2020. We believed that during the reporting period, the company managed the special account of raised funds in strict accordance with the relevant provisions of the management system of raised funds of listed companies on Shanghai Stock Exchange and the management measures of raised funds of the company, The use of the company’s raised funds shall be carried out in accordance with the company’s commitments, and there is no situation of changing the purpose of the raised funds in a disguised form and damaging the interests of investors. The company’s special report on the storage and use of raised funds in 2020 truthfully reflects the storage and actual use of raised funds in 2020.
(IV) changes of some raised investment projects
At the 19th meeting of the second board of directors on December 10, 2021, we issued our independent opinions on the proposal on changing some investment projects with raised funds and their feasibility study report, It is considered that the company’s plan to change the remaining funds of the investment projects of “annual output of 4 million smart beds headquarters project (phase I)” and “brand and marketing network construction” raised by the initial public offering to “annual output of 4 million smart beds headquarters project (phase II) R & D center and production matching plant project” is based on the actual operation of the company and meets the needs of the company’s business development and long-term planning and layout, It is conducive to improving the use efficiency of the raised funds, which is in line with the interests of all shareholders and the provisions of relevant laws, regulations and normative documents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(V) nomination of senior managers and remuneration of directors and senior executives
At the 12th meeting of the second session of the board of directors on April 16, 2021, we issued the independent opinions on the proposal on the remuneration of the company’s directors in 2021 and the proposal on the remuneration of the company’s senior managers in 2021. We believe that the remuneration of the company’s directors and senior managers in 2021 is carried out in strict accordance with the relevant systems of the company and in line with the provisions of relevant laws, regulations and the articles of association, The salary plan is formulated according to the salary level of the company’s industry and the actual operation of the company. There is no situation that damages the interests of the company and shareholders.
(VI) appointment of accounting firms
At the 12th meeting of the second board of directors on April 16, 2021, we issued an independent opinion on the proposal on the renewal of the company’s financial audit institution and internal control audit institution in 2021. We believe that Tianjian Certified Public Accountants (special general partnership) has the qualification of auditing related businesses of securities and futures, and has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution in 2020, he strictly followed the “independent auditing standards for Chinese certified public accountants” and other laws, regulations and relevant policies related to financial audit, performed his duties diligently, and issued audit opinions fairly and reasonably in accordance with the independent, objective and impartial professional standards. The audit report issued can fairly and truly reflect the company’s financial status and operating results, Therefore, it is agreed to continue to appoint Tianjian Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2021.
(VII) cash dividends and other investor returns
During the reporting period, the 2020 annual general meeting of shareholders held on May 14, 2021 deliberated and approved the company’s profit distribution plan for 2020 as follows: the company plans to distribute cash dividends of 5 yuan (tax included) for every 10 shares to all shareholders based on the total share capital of 207459057 shares, with a total cash dividend of 10372952850 yuan (tax included), and the remaining undistributed profits will be transferred to the next year; Increase 3.5 shares for every 10 shares to all shareholders with capital reserve. After this share conversion, the total share capital of the company is 280069727 shares. We believe that the profit distribution plan of the company in 2020 fully considers the comprehensive factors such as the company’s profit status in 2020, the demand for future development funds and the return on investment of shareholders, which is in line with the interests of the company and all shareholders.
(VIII) performance of commitments of the company and shareholders
The company’s disclosure of relevant commitments is true and sufficient, and there is no situation that should be disclosed but not disclosed. At the same time, during the reporting period or until the reporting period, the company can actively urge all parties to ensure that all relevant commitments are fulfilled in a timely and effective manner.
(IX) implementation of information disclosure
In 2021, the company conscientiously fulfilled the obligation of information disclosure in strict accordance with the requirements of the company law, the securities law, the measures for the administration of information disclosure of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange, the articles of association and the company’s information disclosure management system to ensure that the information disclosed was timely, true, accurate, complete and fair; In 2021, the company disclosed 33 temporary announcements and 4 periodic reports; The disclosure covers the major events of the company, so that the majority of investors can fully know the operating conditions of the company. We continue to pay attention to the important information disclosed by the company in the media and online, timely grasp the information disclosure of the company, and effectively supervise and verify the timely, true, accurate, complete and fair disclosure of relevant information.
(x) implementation of internal control
During the reporting period, in strict accordance with the requirements of the company’s internal control system for Keeson Technology Corporation Limited(603610) corporate governance and standardized operation, we urged the company’s internal control organization to comprehensively carry out the construction, implementation and evaluation of internal control, and promote the steady implementation of the enterprise’s internal control standard system. The internal control system established by the company generally complies with relevant national laws, regulations and relevant requirements of regulatory authorities. For the time being, no major defects in the design or implementation of internal control have been found. The internal control system can provide guarantee for the normal operation of the company’s business. (x) operation of special committees under the board of directors
The board of directors of the company has set up special committees, and we have served as the audit committee and the remuneration and assessment committee respectively
