Zhejiang Zhengguang Industrial Co.Ltd(301092)
Report on the work of independent directors in 2021
(Xiao Liansheng)
Shareholders and shareholder representatives:
As an independent director of Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as “the company”), during my term of office, I strictly comply with the provisions and requirements of the company law, the securities law, the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in Listed Companies, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, and follow the principles of objectivity, impartiality and independence Conscientiously performed their duties, actively played the role of independent directors, and earnestly fulfilled the responsibilities and obligations of independent directors. In the work of 2021, we performed our duties honestly, diligently, conscientiously and faithfully, attended relevant meetings on time, carefully considered various proposals of the board of directors, and earnestly safeguarded the legitimate rights and interests of the company and shareholders, especially minority shareholders. The report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at the board of directors and shareholders’ meeting
1. In 2021, the company held 7 meetings of the board of directors and 2 general meetings of shareholders. During my tenure as an independent director of the Fifth Board of directors, I attended 7 meetings of the board of directors and 2 general meetings of shareholders. The attendance at the meetings is as follows:
On site attendance and entrusted attendance by means of communication during the reporting period whether shareholders who have not attended the board of directors for two consecutive times, number of times of attendance, number of times of absence, number of times of attending the meeting in person
7 4 3 0 0 0 No 2
In 2021, as an independent director of the company, the company provided necessary working conditions and strong support for me to perform my duties as an independent director before the meeting of the board of directors. I took the initiative to have an in-depth understanding of the relevant information required for the resolution by listening to reports, reading materials and participating in discussions, so as to make full preparations for the important decisions of the board of directors. At the meeting, I actively participated in the discussion, carefully considered each proposal, put forward reasonable suggestions and opinions based on my professional knowledge, and exercised my voting rights and expressed independent opinions in a cautious manner on the basis of fully understanding the matters under consideration.
During the term of office, the convening and convening of the board of directors and general meeting of shareholders of the company comply with legal procedures, major business decision-making and other major matters have fulfilled relevant procedures, and the resolutions and deliberations of the meeting are legal and effective. Therefore, I did not raise any objection to the proposals of the board of directors of the company in 2021, and voted for them. There was no objection, objection or waiver.
2、 Independent opinions
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, he carefully understood and inspected the business activities of the company in 2021, put forward reasonable suggestions, and expressed independent opinions in accordance with relevant laws, regulations and relevant systems. It mainly includes:
1. On November 23, 2021, the company held the 13th meeting of the 5th board of directors. I discussed the proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses, the proposal on using some over raised funds to permanently supplement working capital, and the proposal on using some over raised funds to invest in functional polymer new material projects and establish a wholly-owned subsidiary The proposal on using some idle raised funds and self owned funds for cash management issued independent opinions.
2. On December 24, 2021, the company held the 14th meeting of the 5th board of directors, and I gave independent opinions on the proposal on increasing the amount of idle self owned funds for cash management.
3、 Work of the special committee of the board of directors
The board of directors of the company has established four special committees: strategy, audit, nomination, salary and assessment. I am a member of the strategy committee and the chairman of the salary and assessment committee. During the reporting period, in accordance with the rules of procedure and other relevant requirements of the special committees of the board of directors and the actual situation of the company, actively performed their corresponding duties as members, deliberated on major matters of the company, and put forward the opinions of the special committees to the board of directors, so as to standardize the operation of the company and improve the internal control of the company.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company during the time of attending meetings such as the board of directors and the general meeting of shareholders and other times, focusing on the company’s production and operation, financial status, improvement and implementation of internal control, implementation of resolutions of the board of directors, use of raised funds and project progress. Keep close contact with the company’s directors, supervisors, Secretary of the board of directors and other relevant senior managers by telephone and e-mail from time to time, timely learn about the decision-making and progress of the company’s major issues, actively put forward suggestions on the company’s operation and management, pay close attention to the impact of changes in the company’s external business environment and market conditions on the company, as well as the relevant reports of the media and Internet on the company, Master the operation dynamics of the company. 5、 Work done in protecting the rights and interests of investors
1. During the reporting period, I required the company to provide relevant information in advance for careful review of major issues considered and decided by the board of directors, and asked relevant departments and personnel of the company if necessary. On this basis, I used my own professional knowledge to exercise voting rights independently, objectively and prudently, which promoted the scientificity and objectivity of the decision-making of the board of directors and actively safeguarded the legitimate rights and interests of the company and shareholders.
2. During the reporting period, I effectively supervised and verified the company’s information disclosure, ensured the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, ensured that all shareholders had equal access to information, urged the company to strengthen voluntary information disclosure, and effectively safeguarded the legitimate rights and interests of shareholders. Assist the company to promote the construction of investor relations, promote the benign communication between the company and investors, let the company understand the requirements of minority shareholders, and deepen investors’ understanding and recognition of the company.
3. As an independent director, I actively participate in various trainings organized by the company, constantly strengthen the study of relevant laws and regulations, and deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting shareholders’ rights and interests, so as to effectively enhance the ability to protect the interests of the company and investors and form the ideological awareness of consciously protecting shareholders’ rights and interests. 6、 Other working conditions
1. During the reporting period, there was no proposal to convene the board of directors;
2. During the reporting period, there was no proposed appointment or dismissal of accounting firms;
3. During the reporting period, no external audit institutions and consulting institutions were hired.
As an independent director of the company, I was diligent and responsible in 2021, deeply understood the operation of the company, actively participated in the decision-making of major matters of the company, remained objective and independent in the working process, carefully considered the proposals of each meeting, actively participated in the discussion and put forward reasonable suggestions, and made suggestions for the healthy development of the company.
In 2022, I will continue to be diligent and conscientious, use my professional knowledge and experience to provide more constructive suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, promote the sustainable and healthy development of the company, safeguard the legitimate rights and interests of the company and all shareholders, and better perform the duties of independent directors.
It is hereby reported.
independent director:
Xiao Liansheng
April 21, 2022
