Suzhou Veichi Electric Co.Ltd(688698)
Report on the work of independent directors in 2021
In 2021, as an independent director of Suzhou Veichi Electric Co.Ltd(688698) (hereinafter referred to as Suzhou Veichi Electric Co.Ltd(688698) “or” the company “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as” the company law “) and the securities law of the people’s Republic of China (hereinafter referred to as” the securities law “) The guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the provisions and requirements of Suzhou Veichi Electric Co.Ltd(688698) articles of Association (hereinafter referred to as the “articles of association”), scrupulously perform their duties and duties, and give full play to the role of independent directors in the governance of listed companies. This year, we actively attended relevant meetings, carefully considered various proposals of the board of directors and professional committees, paid close attention to relevant information of listed companies, faithfully performed the duties of independent directors, expressed independent opinions on relevant matters, and put forward reasonable suggestions on major matters of the company, safeguarding the legitimate interests of the company and shareholders, especially small and medium-sized shareholders. The work 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
Zhong yanru: born in 1950, Chinese nationality, without permanent residency abroad, graduate degree. From April 1983 to January 2015, he successively served as lecturer, associate professor, professor and doctoral supervisor of Xi’an University of technology; From January 2016 to now, he has also served as a member and deputy director of the academic committee of the State Key Laboratory of large electrical transmission system and equipment technology; He is currently an independent director of the company and concurrently serves as Xi’An Peri Power Semiconductor Converting Technology Co.Ltd(300831) independent director.
Yan Zhijuan: born in 1974, Chinese nationality, without permanent residency abroad, bachelor degree, associate professor of accounting. From July 1997 to March 2015, he served as a teacher in the school of accounting of Nanjing Audit University; From April 2015 to August 2018, he served as the director of the Department of accounting of Nanjing Audit University; From September 2018 to now, he has been a teacher of the school of government audit of Nanjing Audit University; He is currently an independent director of the company and also an independent director of Nanjing Berens Network Technology Co., Ltd. and Jiujiang Defu Technology Co., Ltd.
Tang Haiyan: born in 1971, Chinese nationality, without permanent residency abroad, graduate degree, second-class lawyer. Master of Business Administration (EMBA) for senior managers of China Europe International Business School. From July 1995 to November 2005, he served as partner and director of Jiangsu Yiyou Tianyuan law firm; From November 2005 to November 2008, he served as the full-time president of Suzhou Lawyers Association; From November 2008 to now, he has been the partner and director of Jiangsu Yiyou Tianyuan law firm; He is currently an independent director of the company and concurrently serves as Tibet Summit Resources Co.Ltd(600338) director, director of Jiangsu China Europe Investment Co., Ltd., director of Suzhou Lunhua Education Investment Co., Ltd., Sufa Technology Industry Co.Ltd.Cnnc(000777) independent director, independent director of friendship time Technology Co., Ltd., Suzhou Thvow Technology Co.Ltd(002564) independent director.
(II) description of independence
We have the independence required in the guidance on establishing an independent director system in listed companies issued by the CSRC, and there is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at the meeting
In 2021, the company held 7 meetings of the board of directors by means of on-site communication; Hold three general meetings of shareholders.
Board of directors and general meeting of shareholders
Name of independent director
Should attend (Times) in person this year (Times) should attend (Times) in person this year (Times)
Zhong yanru 7 7 3 3
Yan Zhijuan 7 7 3 3
Tang Haiyan 7 7 3 3
In 2021, the company held one nomination committee, five audit committees and one remuneration and assessment committee. As members of various professional committees of the board of directors, we attended the above meetings in person.
Strategy Committee Nomination Committee audit committee remuneration and assessment committee
The name of the independent director should be present in person this year should be present in person this year should be present in person this year should be present in person this year
(Times) (Times) (Times) (Times) (Times) (Times) (Times) (Times) (Times) (Times)
Zhong yanru 0 0 1 1 0 0 0 0
Yan Zhijuan 0 0 0 5 1 1
Tang Haiyan 0 0 1 1 5 1 1
(II) resolutions and voting of the annual meeting
In 2021, as an independent director of the company, we were fully aware of the matters discussed at the meeting, reviewed the relevant meeting materials, understood the relevant accounting and legal knowledge, and inquired with the company when necessary, so as to make full preparations for the deliberation and voting of various proposals. During the meeting of the board of directors, we pay attention to whether the meeting procedures are legal and whether the meeting form meets the requirements of relevant laws and regulations, carefully read the relevant materials of the meeting and actively participate in the discussion, carefully consider each proposal, put forward reasonable suggestions in combination with personal professional knowledge, and exercise the voting right and express independent opinions independently, objectively and prudently on the basis of full understanding of the situation.
In 2021, the convening and convening of the general meeting of shareholders and the board of directors of the company met the legal procedures, the necessary procedures were performed for major matters, and the resolutions and deliberations of the meeting were legal and effective. Therefore, we did not raise any objection to the proposals of the board of directors of the company during the year, and voted in favour, without objection or abstention.
(III) on site investigation and cooperation of listed companies with independent directors
In 2021, the company held 7 meetings of the board of directors, 1 nomination committee, 5 audit committees and 1 remuneration and assessment committee, which considered major issues including raising funds, hiring accounting firms, changes in accounting policies, internal control system, profit distribution, regular reports of the company, etc. the company informed us of the meeting arrangements and matters to be considered in accordance with the legal time, and provided sufficient, true, accurate Complete information so that we can put forward reasonable opinions in an independent position and combined with our respective professional knowledge.
In addition, we also keep close contact with the company and learn about the operation status of the company in time with the active cooperation of the company; The company also adopts and implements the relevant reasonable opinions and suggestions we put forward. This year, the company took the opportunity of holding an on-site shareholders’ meeting to arrange us to conduct an on-site inspection of the company, so as to provide necessary support and convenience for us to perform our duties.
We actively participate in various online and offline special trainings and seminars, read and study relevant professional books, and constantly improve our professional level, so as to improve our ability to perform our duties and better perform the duties of independent directors.
3、 Key matters concerned in the annual performance of independent directors
This year, in accordance with the company law, the securities law and other laws, administrative regulations, departmental rules, rules and the requirements of the articles of association on the functions and powers of independent directors, we focused on the review of the company’s related party transactions, the appointment of accounting firms, periodic reports and other matters in this year, and issued relevant opinions of independent directors. The details are as follows:
(I) related party transactions
During the reporting period, the company had no related party transactions.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
(III) use of raised funds
As of December 31, 2021, the company has accumulated 1630235 million yuan of raised funds, and the balance of raised funds is 2592695 million yuan (including 251 million yuan of financial products purchased).
During the reporting period, the deposit and use of the company’s raised funds complied with the relevant provisions of the CSRC and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there were no violations of the deposit and use of raised funds.
The company has standardized the storage and use of raised funds and fulfilled the obligation of information disclosure in accordance with relevant laws and regulations and the management system of raised funds of the company. During the reporting period, the investment projects of the company’s raised funds have not changed, there is no difference between the total investment of each raised fund project and the commitment, and there is no difference between the actual use of the raised funds and the contents disclosed in the company’s regular reports and other information disclosure documents.
During the reporting period, the company did not use idle raised funds for cash management, did not change the purpose of raised funds in disguise, and did not damage the interests of the company and all shareholders, especially minority shareholders.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of directors and senior managers
The remuneration of the company’s directors, supervisors and senior managers in 2021 shall be implemented after assessment in accordance with the company’s remuneration management system and in combination with the operating performance in 2021. The salary payment procedure complies with the provisions of relevant laws and regulations, the articles of association and relevant rules and regulations, and the proposal on the remuneration of directors, supervisors and senior managers in 2021 adopted at the 21st Meeting of the first board of directors, which is in line with the actual situation of the company. During the reporting period, the remuneration and assessment committee of the board of directors reviewed the proposal on the remuneration of the directors and supervisors who were paid in the company, and believed that the remuneration of the above directors and supervisors met the provisions of the company’s performance appraisal and relevant remuneration systems, and the remuneration plan met the provisions of relevant laws, articles of association, rules and regulations, etc.
(VI) performance forecast and performance express
The company issued the performance forecast and performance express for 2020 on January 27, 2021 and February 26, 2021 respectively. We believe that the release of the company’s performance forecast and performance express complies with the relevant provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange’s science and innovation board and other laws and regulations, follows the principles of prudence, accuracy, authenticity and accuracy, and there are no major misunderstandings and omissions.
(VII) appointment or replacement of accounting firms
With the consent of the audit committee, the 15th meeting of the first board of directors of the company considered and approved the renewal of Daxin Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, which was reviewed and approved by the 2020 annual general meeting on May 11, 2021. We believe that Daxin Certified Public Accountants (special general partnership), the auditor renewed by the company, has the relevant business qualification of financial audit of listed companies, and has shown good business level and professional ethics in the audit process of 2020.
(VIII) cash dividends and other investor returns
During the reporting period, the proposal on the implementation of the 2020 profit distribution plan of the company was reviewed and approved at the 15th meeting of the first board of directors of the company. The proposal was reviewed and approved at the 2020 annual general meeting of shareholders held on May 11, 2021 and implemented in May 2021. According to the proposal, the company will distribute a total profit of RMB 21.96 million to all shareholders according to their share proportion. The basis for the formulation of the profit distribution plan and the dividend paid by all independent directors can take into account the reasonable return of investors and the sustainable development of the company, and comply with the profit distribution policy stipulated in the articles of association. The company actively rewards shareholders and shares the operating results of the company’s development with all shareholders, without damaging the interests of the company and shareholders. The rationality of the proportion and the decision-making procedure are reviewed, and it is considered that the cash dividend level reflected in the distribution plan is reasonable.
(IX) performance of commitments of the company and shareholders
During the reporting period, the company and shareholders strictly fulfilled the relevant commitments made during the listing and issuance, and there was no violation of the commitments.
(x) implementation of information disclosure
During the reporting period, the independent directors continued to pay attention to the company’s information disclosure, supervised the company to disclose information in strict accordance with the laws and regulations of the CSRC, Shanghai Stock Exchange and other regulatory agencies and the relevant provisions of the company’s information disclosure management measures, and ensured the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information. The company’s announcements were disclosed on the website of Shanghai Stock Exchange and Shanghai Securities News, China Securities News, securities times and Securities Daily in accordance with regulations. There were no false records, misleading statements or major omissions, which better fulfilled the obligation of information disclosure and safeguarded the legitimate rights and interests of investors.
（11） Implementation of internal control
The company has established a relatively perfect internal control system, and relevant systems have been effectively implemented. During the reporting period, the independent directors of the company listened to the report on the company’s internal control work, understood the progress of the company’s internal control work, and believed that the construction of the company’s internal control system was solid, orderly and effective, ensuring the standardized operation and healthy development of the company.
（12） Operation of the board of directors and its subordinate special committees
The company has established the strategy committee, audit committee, remuneration and assessment committee and Nomination Committee of the board of directors in accordance with the regulations, in which the independent directors account for the majority of the audit committee, remuneration and assessment committee and Nomination Committee, and act as the convener.
In 2021, the board of directors of the company held 7 meetings, 5 meetings of the audit committee, 1 meeting of the nomination committee and 1 meeting of the remuneration and assessment committee, and deliberated and passed the proposals on the budget and final accounts, audited financial reports, profit distribution, remuneration of senior managers, internal control of the company and fund-raising. We follow the recommendations
