Zhejiang Zhaolong Interconnect Technology Co.Limited(300913)
Report on the work of independent directors in 2021
(Yao Kefu)
Dear shareholders and shareholder representatives
As an independent director of Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) (hereinafter referred to as “the company”), during my tenure, I have scrupulously performed my duties in strict accordance with relevant laws and regulations, normative documents such as the company law, the securities law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM, and the relevant provisions and requirements of the articles of association and the working system of independent directors, He diligently performed the duties of independent directors, attended the board of directors, general meeting of shareholders and other relevant meetings held by the company in 2021, carefully considered various proposals, expressed independent opinions on major issues, gave full play to the role of independent directors, effectively ensured the impartiality and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting of the company
In 2021, I actively participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of various proposals and put forward reasonable suggestions, so as to play an active role in the correct and scientific decision-making of the board of directors. The convening and convening of the board of directors and the general meeting of shareholders of the company comply with legal procedures, and relevant approval procedures have been performed for major business decisions and other major matters.
（1） Attendance at the board of directors
In 2021, the company held 6 board meetings. My attendance at the meeting is as follows:
Attendance at the board of directors
Name should attend the meeting in person in this year. Is the number of absences entrusted to attend the meeting two times in a row without attending the meeting in person
Yao Kefu 6 6 0 0 0 no
As an independent director of the company, I carefully reviewed the meeting documents and relevant materials, made independent and prudent judgment on all the proposals of the board of directors, exercised my voting rights rigorously, and voted for the matters considered by the board of directors this year without objection or abstention.
(II) attendance at the general meeting of shareholders as nonvoting delegates
In 2021, the company held three general meetings of shareholders, and I personally attended three general meetings of shareholders.
2、 Independent opinions
In 2021, on the premise of fully understanding the relevant matters considered by the board of directors of the company, I and other independent directors jointly expressed independent opinions on the following matters as follows:
(I) on April 21, 2021, at the 22nd Meeting of the first board of directors, on the proposal on the profit distribution plan in 2020, the proposal on the self-evaluation report of internal control in 2020, the proposal on the remuneration plan of the company’s directors in 2021 and the proposal on the remuneration plan of the company’s senior managers in 2021 Proposal on the application of Zhejiang Deqing Commercial Co., Ltd. for the daily credit line and related party transactions in 2020, proposal on the application of Zhejiang Deqing Commercial Co., Ltd. for the daily use of idle funds and related party transactions, proposal on the application of Zhejiang Deqing Commercial Co., Ltd. for the daily use of credit line and related party transactions in 2021 The proposal on renewing the appointment of accounting firms, the proposal on the special report on the deposit and use of raised funds in 2020, the proposal on adjusting the amount of foreign exchange hedging business, the proposal on the general election of the company’s board of directors and the nomination of non independent director candidates for the second board of directors The proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the second board of directors, as well as the occupation of funds by controlling shareholders, actual controllers and other related parties in 2020, the company’s external guarantees and other matters have expressed agreed independent opinions.
(II) on May 21, 2021, at the first meeting of the second session of the board of directors, the independent opinions agreed on the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company, the proposal on the appointment of the Secretary of the board of directors of the company, the proposal on the appointment of the financial director of the company and the proposal on the appointment of the operation director of the company were expressed.
(III) on August 25, 2021, at the second meeting of the second board of directors, the independent opinions agreed on the proposal on the special report on the deposit and use of raised funds in the half year of 2021, the occupation of funds by controlling shareholders and other related parties in the half year of 2021, the external guarantee of the company and other matters were expressed.
(IV) on December 17, 2021, at the fourth meeting of the second session of the board of directors, the independent opinions agreed were expressed on the proposal on adjusting the schedule of investment projects with some raised funds, the proposal on continuing to use some temporarily idle raised funds for cash management, and the proposal on using some temporarily idle raised funds to temporarily supplement working capital.
The matters considered by the company in 2021 comply with the provisions of relevant laws and regulations such as the company law, the securities law and the articles of association. The procedures for the company to consider and vote on major matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Performance of special committees
As a member of the audit committee of the board of directors and the chairman of the nomination committee, my performance of duties in 2021 is as follows:
In 2021, the audit committee of the board of directors of the company actively carried out work in accordance with the rules of procedure of the audit committee of the board of directors and other relevant provisions, played the role of audit and supervision, guided the internal audit department of the company to carry out internal audit, supervised the progress of major matters of the company’s production and operation, and earnestly performed the duties of the members of the audit committee. The audit committee held four meetings in 2021 to review the periodic report, matters related to raised funds, daily related party transactions, profit distribution, re employment of audit institutions and other matters.
In 2021, the nomination committee of the board of directors actively carried out work and earnestly performed its duties in accordance with the rules of procedure of the nomination committee of the board of directors and other relevant provisions. The nomination committee held two meetings in 2021 to consider matters such as the general election of the board of directors and the appointment of senior managers.
4、 On site investigation of the company
In 2021, I had a deep understanding of the company’s financial situation, daily operation, the construction and implementation of internal control system and the implementation of resolutions of the board of directors through various forms such as document review and field investigation, and listened to the report of the company’s management on the operation status and standardized operation; Keep close contact with other directors, senior managers and relevant staff of the company by telephone and e-mail, and learn the progress of major matters of the company in time.
At the same time, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media on the company, and actively put forward reasonable suggestions on the operation and management of the company.
5、 Work done in protecting the rights and interests of investors
(I) perform duties diligently and express opinions objectively
As an independent director of the company, I perform my duties in strict accordance with the provisions of relevant laws and regulations, the articles of association and the working system of independent directors, participate in the board of directors of the company on time, carefully consider various proposals, objectively express my opinions and views, make independent and impartial judgments by using my professional knowledge, and effectively protect the interests of minority shareholders.
(II) continue to pay attention to the company’s information disclosure
I continue to pay attention to the company’s information disclosure, urge the company to continuously standardize its operation in strict accordance with the requirements of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the information disclosure management system, improve the level of governance, and make the information disclosure true, accurate, complete, timely and fair, Earnestly fulfill the obligations of information disclosure of listed companies.
(III) improve their ability to perform their duties
I pay attention to the study of laws, regulations and various rules and regulations, actively pay attention to and study relevant laws, regulations and rules, fully understand various systems of the management of listed companies, constantly improve my ability to perform my duties, strengthen the ability to protect the rights and interests of investors, and provide better opinions and suggestions for the scientific decision-making and risk prevention of the company.
6、 Other matters
(I) in 2021, there was no proposal to convene the board of directors;
(II) in 2021, there was no proposed employment or dismissal of accounting firms;
(III) in 2021, there was no proposal to hire external audit institutions and consulting institutions independently;
(IV) in 2021, there was no request to the board of directors to convene an extraordinary general meeting of shareholders.
The above is my report on performing the duties of independent director in 2021. In 2022, I will continue to perform the duties of independent directors conscientiously, prudently, faithfully and diligently in strict accordance with the provisions of relevant laws and regulations, actively participate in the decision-making of major matters of the company, use my professional knowledge and experience to provide reasonable suggestions for the development of the company, give full play to the role of independent directors and safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
Independent director: Yao Kefu April 21, 2022
