Kunshan Guoli Electronic Technology Co.Ltd(688103)
Report on the work of independent directors in 2021
As an independent director of Kunshan Guoli Electronic Technology Co.Ltd(688103) (hereinafter referred to as “the company”), in 2021, we were honest, diligent and in strict accordance with the provisions and requirements of relevant laws, regulations and rules, such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the rules for listing shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the working system of independent directors and so on Independently performed their duties, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major issues of the company, effectively safeguarded the legitimate rights and interests of the company and public shareholders, promoted the standardized operation of the company, and gave full play to the role of independent directors and special committees. The report on our performance of the duties of independent directors in 2021 is as follows:
1、 Basic information of independent directors
(I) independent directors
The board of directors of the company is composed of 7 directors, including 3 independent directors, accounting for more than one-third of the board of directors, which is in line with the provisions of relevant laws and regulations and the company’s system.
(II) personal work experience, professional background and part-time work
Yang Guodong: male, Chinese nationality, without permanent residency abroad, born in 1950, with a bachelor’s degree, graduated from the Department of electronic engineering of Nanjing Institute of Technology (now Southeast University), majoring in electrical vacuum devices, professor level senior engineer, and expert enjoying the special allowance of the State Council. From September 1975 to March 2010, he served as deputy chief engineer and military director of East China Electronics Group Company; From January 2004 to March 2010, served as the general manager of East China electronic photoelectric technology Co., Ltd; From April, 2012 to June, 2016, served as the chief expert of Hainan zhanchuang Photoelectric Technology Co., Ltd; Since August 2016, he has served as an independent director of the company.
Xu Naijun: male, Chinese nationality, without permanent residency abroad, born in 1963, with a college degree. He graduated from Hangzhou radio Industrial School in 1981, majoring in industrial enterprise financial accounting, and Jiangxi Radio and Television University in 1986, majoring in enterprise management, certified public accountant and asset appraiser. From August 1981 to July 1989, he was the accountant of Jiangxi 740 factory; From January 1990 to July 1993, he served as the accountant in charge of Nantong Building Materials Industry Bureau; From January 1994 to March 1995, he served as deputy director of asset appraisal of Zhejiang Cixi audit firm; From March 1995 to December 2016, served as the deputy director of Suzhou xindahua certified public accountants Co., Ltd; From December 1999 to now, he has served as a director of Suzhou xindahua certified public accountants Co., Ltd; From January 2008 to now, he has served as a director of Kunshan Dahua Management Consulting Co., Ltd; From December 2016 to now, served as Suzhou Fangben certified public accountants Co., Ltd
Deputy director of sikunshan new Dahua branch; Since August 2016, he has served as an independent director of the company; From July 1, 2020 to now, he has served as the director of Kunshan new Dahua branch of Suzhou Fangben certified public accountants.
Li Yang: male, Chinese nationality, without permanent residency abroad, born in 1979, with a doctor’s degree, graduated from Southwest University of political science and law, majoring in intellectual property law, associate professor. From July 2002 to July 2013, he successively served as lecturer and associate professor of grammar and Law School of Nanchang Aviation University; From July 2013 to now, he has served as an associate professor and master supervisor of the school of law of Suzhou University; From June 2016 to February 2019, served as an arbitrator of Shenzhen Arbitration Commission; Since August 2016, he has served as an independent director of the company; From January 2018 to now, he has served as an arbitrator of Suzhou Arbitration Commission; In July 2020, he served as a professor of Suzhou University.
（3） Is there a description of the situation affecting independence
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position in the company’s major shareholders. There is no relationship with the company and the company’s major shareholders that hinders our independent and objective judgment, and there is no situation that affects the independence of the independent director.
2、 Annual performance of independent directors
(I) attendance
During the reporting period, the company held 7 meetings of the board of directors and 2 general meetings of shareholders. As independent directors, when considering relevant matters submitted to the board of directors, especially major matters, we maintain close communication with the company and relevant parties, carefully study relevant materials, carefully consider each proposal, make full use of our professional knowledge, and exercise the power of independent directors objectively, independently and prudently in combination with the actual operation of the company, so as to ensure the scientific decision-making of the board of directors. During the reporting period, We voted in favor of all proposals of the board of directors in 2021; All proposals considered by the board of directors in 2021 were voted through. During the reporting period, there was no absence without reason or failure to attend the meeting in person for two consecutive times. During the reporting period, the specific conditions of independent directors attending the meetings of the board of directors and the general meeting of shareholders are as follows:
Attendance at the board meeting of shareholders
Meeting situation
Whether the independent directors communicate for two consecutive years
Should be present in person or absent
Name and method of the event number of times of attendance number of seats number of times of attendance
Number of seats
Yang Guodong 7 7 6 0 0 0 No 2
Xu Naijun 7 7 6 0 0 No 2
Li Yang 7 7 6 0 0 0 No 2
(II) participation in special committees
In 2021, all independent directors conscientiously performed their duties and actively participated in the meetings of the audit committee, the nomination committee, the remuneration and assessment committee and the Strategy Committee for a total of 6 times, including 4 meetings of the audit committee, 1 meeting of the remuneration and assessment committee and 1 meeting of the strategy committee. There was no absence without reason.
It has played an important role in deliberating and making decisions on major issues related to the board of directors, and effectively improved the decision-making efficiency of the board of directors of the company. We believe that the convening and holding of each special committee meeting comply with legal procedures, the decision-making of relevant matters has fulfilled the necessary approval procedures and disclosure obligations, and comply with the relevant provisions of laws and regulations and the articles of association.
(III) on site investigation and the company’s cooperation with independent directors
During the reporting period, we took advantage of the opportunity to participate in the meeting on site and communicate with the certified public accountants during the audit of the company’s annual report to conduct on-site investigation on the company, comprehensively and deeply understand the operation and development of the company, use professional knowledge and enterprise management experience, put forward constructive opinions and suggestions on the relevant proposals of the company’s board of directors, and give full play to the role of supervision and guidance. When our independent directors exercise their functions and powers, the management of the company actively cooperates to ensure that we enjoy the same right to know as other directors, actively communicate with us, properly implement and improve our concerns, and provide necessary conditions and sufficient support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in relevant laws, regulations and company rules and regulations, and actively made suggestions to the board of directors and professional committees, which played a positive role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
On February 5, 2021, the 7th Meeting of the second board of directors of the company deliberated and approved the proposal on the implementation of daily connected transactions of Kunshan Guoli Electronic Technology Co., Ltd. in 2020 and the prediction of daily connected transactions in 2021. It is verified that the price of related party transactions is fair and does not harm the interests of shareholders and creditors of the company, and meets the relevant principles and requirements of related party transactions in terms of transaction necessity and pricing fairness. (II) external guarantee and fund occupation
The company deliberates the guarantee matters in strict accordance with the requirements of the articles of association, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other normative documents, implements them within the scope of authorization of the resolution, and strictly controls the risk of external guarantee. It is verified that during the reporting period, the company did not provide external guarantees or occupy funds.
(III) use of raised funds
On September 24, 2021, the 12th meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds, the proposal on using raised funds to replace self raised funds invested in advance, and the proposal on using temporarily idle raised funds for cash management Proposal on using part of the raised funds to provide loans to holding subsidiaries to implement raised investment projects; We believe that the company’s deposit and use of the raised funds meet the actual needs of the company’s operation and development, there is no illegal deposit and use of the raised funds, and there is no damage to the interests of the company’s shareholders, especially small and medium-sized shareholders. The content of the deliberation proposal and voting are in line with the provisions of relevant systems. The independent directors of the company carefully reviewed the above proposals and expressed clear independent opinions.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
On February 5, 2021, the seventh meeting of the second board of directors of the company deliberated and approved the proposal of Kunshan Guoli Electronic Technology Co.Ltd(688103) 2021 annual remuneration plan for directors and senior managers, and the independent directors of the company carefully reviewed and expressed their agreed independent opinions.
During the reporting period, there was no change in the company’s senior managers. We reviewed the remuneration of the company’s senior managers during the reporting period and believed that the remuneration scheme of the company’s senior managers in 2021 was scientific and reasonable, and the remuneration payment and deliberation procedures were in line with the relevant provisions of the articles of association and the company’s internal management system. (VI) performance forecast and performance express
In 2021, the company had no performance forecast and performance express.
(VII) employment or replacement of accounting firms
During the reporting period, the company hired Rongcheng Certified Public Accountants (special general partnership) as the company’s financial audit agency in 2021. The proposal to hire an accounting firm has been approved by us in advance and approved by the audit committee of the board of directors, the board of directors and the general meeting of shareholders. The company’s appointment procedures for Rongcheng accounting firm (special general partnership) comply with the provisions of laws and regulations.
(VIII) cash dividends and other investor returns
During the reporting period, the company did not carry out cash dividends and other investor returns.
(IX) performance of commitments of the company and shareholders
During the reporting period, all commitments of the company and shareholders were strictly observed, and there was no violation of relevant commitments such as share reduction and horizontal competition.
(x) implementation of information disclosure
During the reporting period, the company performed the obligation of information disclosure in strict accordance with the provisions of relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the administrative measures for information disclosure of listed companies. The contents of the announcement were true, accurate and complete without any false records, misleading statements or major omissions, so as to ensure the timeliness and fairness of information disclosure and effectively safeguard the legitimate rights and interests of the company’s shareholders.
（11） Implementation of internal control
In strict accordance with the relevant provisions of the basic norms of enterprise internal control and other laws and regulations, the company has actively promoted the construction of enterprise internal control standard system, established a relatively complete set of internal control system, ensured the standardized operation of the general meeting of shareholders, the board of directors, the board of supervisors and other institutions and the effectiveness of the internal control system, and reasonably guaranteed the authenticity, legitimacy and integrity of the company’s financial and accounting materials; Be able to disclose information truthfully, accurately, completely and timely; Safeguarding the interests of investors and companies.
（12） Operation of the board of directors and its subordinate special committees
The board of directors of the company consists of four special committees: nomination committee, strategy committee, audit committee and remuneration and assessment committee. All directors of the board of directors, special committees and senior managers of the company can abide by the principle of loyalty and diligence to the company and make full use of their professional knowledge and experience to give advice and suggestions for the company’s industrial innovation and product development in accordance with the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, The important role of the special committees in the corporate governance structure has been brought into full play.
（13） New business development
During the reporting period, the company did not carry out new business.
（14） Other matters that the independent directors think the listed company needs to improve
We believe that the operation of the company is standardized and the system is sound. At present, there are no other matters that need to be improved. 4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we faithfully and diligently performed our duties in accordance with the requirements of various laws and regulations, made use of our professional knowledge, independently and impartially expressed our opinions and exercised our voting rights, and earnestly fulfilled our obligations to safeguard the interests of the company and shareholders. We paid close attention to the corporate governance operation and business decision-making, and had good and effective communication with the board of directors, the board of supervisors and the management, which promoted the further improvement of the scientific decision-making level of the company.
In 2022, we will continue to perform in a serious, diligent and prudent spirit in accordance with laws, regulations, the articles of association and other relevant provisions and requirements
