Shanghai Hi-Road Food Technology Co.Ltd(300915)
Report on the work of independent directors in 2021
(Zhang Shuai)
As an independent director of the second board of directors of Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as “the company”), I, Zhang Shuai, during my term of office, earnestly exercised my powers and performed my duties in strict accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the provisions of the articles of association, working system of independent directors and other company systems, and was not affected by the major shareholders of the company Under the influence of the actual controller and other units and individuals with interests in the company, give full play to the role of independent directors, supervise the standardized operation of the company, safeguard the overall interests of the company, and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings in 2021
During my term of office as an independent director in 2021, the company held 9 meetings of the board of directors and 3 meetings of the general meeting of shareholders. I attended all meetings in person without authorization or absence. In a serious and responsible attitude, carefully review the meeting materials, actively participate in the discussion of proposals and make reasonable suggestions, and exercise the corresponding voting rights in a prudent manner. In my opinion, the convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. I voted in favor of all the proposals considered at the board meeting.
2、 Independent opinions
During my term of office as an independent director in 2021, I kept full communication with the management on the relevant matters considered by the board of directors of the company, understood the operation of the company in detail, and expressed prior approval opinions and independent opinions on the following matters:
Independent meaning
Meeting time: matters on which independent opinions are expressed at the session
See type
In April 2021, the second session of the board of directors agreed on the report on financial final accounts in 2020
Proposal of the 10th meeting on September 22
The financial budget report for 2021 agreed
Proposal for
Agreement on daily connected transactions in 2020
Recognize and estimate the daily connected transactions in 2021
Proposal for
Agreement on controlling shareholders and others in 2020
Special description on the occupation of funds by related parties
Proposal for
Consent of directors and senior managers in 2021
Proposal on remuneration of employees
Agreement on 2020 profit distribution plan
Proposal
Agreement on self assessment of internal control in 2020
Proposal on Price Report
Agreement on annual deposit and use of raised funds
Special report on the situation
Agreement on reappointment of audit institutions in 2021
Proposal
The proposal on the change of accounting policies agreed
Agreement on applying for comprehensive credit amount from financial institutions
The proposal of degree
In May 2021, the second session of the board of directors approved the proposal on the appointment of the Secretary of the board of directors
11th meeting on December 12
The second session of the board of directors in May 2021 agreed to change part of the special account for raised funds
Proposal of the 12th meeting on August 17
The second session of the board of directors in May 2021 agreed to change part of the special account for raised funds
Proposal of the 13th meeting on the 24th
In July 2021, the second session of the board of directors approved the establishment of a wholly-owned subsidiary to raise funds
Proposal on account of the 14th Meeting on September 19
In August 2021, the second session of the board of directors agreed to raise funds in the half year of 2021
Storage and use of the 15th meeting on the 24th
Consent of controlling shareholders and other related parties of the company
Using company funds and external guarantees
Agreement on general election and nomination of the board of directors of the company
Candidates for non independent directors of the third board of directors
Proposal
Agreement on general election and nomination of the board of directors of the company
Discussion on candidates for independent directors of the third board of directors
Case
On October 2021, the second session of the board of directors agreed to extend the use of idle raised funds
16 meetings on cash limit adjustment on the 20th
Independent opinion on the case
Agreement on extending the use of idle self owned funds
Discussion on the term of cash management and the adjustment of the amount
Case
Permanent supplementary agreement on the use of some over raised funds
Proposal on working capital
On October 2021, the second session of the board of directors agreed to sign daily business association agreement with related parties
Proposal on transaction framework agreement of the 18th Meeting on June 25
3、 Performance of special committees of the board of directors
As the convener of the nomination committee of the board of directors of the company, I strictly abide by the working system of independent directors and the working system of the nomination committee of the board of directors and other relevant regulations of the company, put forward suggestions to the board of directors on the size and composition of the board of directors according to the company’s business activities, asset scale and ownership structure, and study the selection criteria and procedures of directors and senior managers, Ensure that the selection of directors and senior managers meets the relevant rules and the needs of enterprise development, and earnestly perform the duties of the nomination committee.
As a member of the audit committee of the board of directors of the company, I strictly abide by the working system of independent directors and the working system of the audit committee of the board of directors and other relevant regulations of the company, carefully reviewed the audit report of the company, the storage and use of raised funds and other relevant materials, put forward professional suggestions, deliberated relevant bills and earnestly fulfilled the responsibilities of the professional committee.
As a member of the remuneration and assessment committee of the board of directors of the company, I strictly abide by the working conditions of independent directors of the company, constantly improve the salary system structure of the company, further improve the scientificity of salary assessment, and earnestly perform the functions of the remuneration and assessment committee.
As a member of the strategy committee of the board of directors of the company, I strictly abide by the working system of independent directors, the working system of the strategy committee of the board of directors and other relevant regulations of the company, and put forward professional opinions to the board of directors of the company on strategic decisions such as future development planning according to the company’s operation and industry development and in combination with the company’s strategic planning and actual situation.
4、 On site investigation of the company
During my term of office as an independent director in 2021, I took advantage of the opportunity of attending meetings of the board of directors and other times to conduct on-site investigation on the company, focusing on the production and operation status, financial status, construction and implementation of internal control system, resolutions of the general meeting of shareholders, implementation of resolutions of the board of directors and other aspects of the company, and communicated with other directors, supervisors Senior managers and relevant staff shall keep close contact, pay attention to the media reports of the company, get familiar with the progress of major matters of the company in time, and master the corporate governance and operation management of the company.
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, so that the company can carry out the company’s information disclosure in strict accordance with the requirements of laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s information disclosure.
2. Perform the duties of independent directors in accordance with the company law of the people’s Republic of China, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations. At the same time, I always adhere to the principle of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with other directors, supervisors and management, objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized shareholders, and play a due role in the steady operation and good performance of the company.
6、 Training and learning
In 2021, I actively studied relevant laws, regulations, rules and regulations, deepened my understanding of relevant regulations, continuously improved my ability to perform my duties, promoted the standardized operation of the company, and cultivated the awareness of protecting the rights and interests of minority shareholders. 7、 Other work
1. During the reporting period, there was no proposal to hold a meeting of the board of directors;
2. During the reporting period, there was no proposal to hire or dismiss an accounting firm;
3. During the reporting period, there was no proposal to hire external audit institutions and consulting institutions.
The above is my performance report during my tenure in 2021. As an independent director of the company, I will faithfully perform my duties. In my future work, I will continue to perform my duties, perform the duties of an independent director diligently, give full play to the role of an independent director and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. It is hereby reported. (no text below this page)
(there is no text on this page, which is the signature page of Shanghai Hi-Road Food Technology Co.Ltd(300915) 2021 annual report of independent directors)
Independent director: (Zhang Shuai) April 21, 2022
