Zhongji Innolight Co.Ltd(300308)
Report on the work of independent directors in 2021
(Jin Fuhai)
As an independent director of Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as “the company” or ” Zhongji Innolight Co.Ltd(300308) “) and a member of the remuneration and assessment committee, I strictly abide by the company law, the rules for independent directors of listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the guidelines for the governance of listed companies and other laws According to the regulations, normative documents, the articles of association and the working system of independent directors, during his tenure in 2021, he diligently and faithfully performed his duties, attended relevant meetings on time, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, and gave full play to the role of independent directors. On the one hand, strictly review the relevant matters submitted by the company to the board of directors, safeguard the legitimate rights and interests of the company and public shareholders, and promote the standardized operation of the company; On the other hand, give full play to their professional advantages, actively pay attention to and participate in the development of the research company, and put forward opinions and suggestions. The report on my performance of duties as an independent director during my tenure in 2021 is as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I attended the board of directors and the general meeting of shareholders on time, carefully reviewed the meeting proposals and relevant materials, deeply understood the development and operation of the company, actively participated in the discussion of various topics and put forward reasonable suggestions, played a role in the correct and scientific decision-making of the board of directors and performed the duties and obligations of independent directors. The details are as follows:
1. In 2021, the company held 13 meetings of the board of directors, all of which were attended in person, carefully considered various proposals of the board of directors and voted according to the deliberation results.
2. In 2021, the company held four general meetings of shareholders, and I personally attended one general meeting of shareholders.
3. The convening and holding of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. Therefore, I did not raise any objection to the relevant proposals considered by the board of directors and other matters of the company, and voted in favour.
2、 Independent opinions and prior approval opinions
1. The company held the 8th meeting of the 4th board of directors on February 9, 2021, and issued independent opinions on the granting of reserved part of the company’s phase II restricted stock incentive plan and the continuation of foreign exchange hedging business.
2. The company held the 9th meeting of the 4th board of directors on March 9, 2021, and issued independent opinions on matters related to the adjustment of the company’s plan to issue convertible corporate bonds to unspecified objects.
3. The company held the 10th meeting of the 4th board of directors on March 24, 2021, and issued independent opinions on the company’s termination of issuing convertible corporate bonds to unspecified objects and withdrawal of application documents.
4. On April 9, 2021, the company held the 11th meeting of the 4th board of directors, and issued prior approval opinions and agreed independent opinions on the signing of strategic cooperation agreement and foreign investment and related party transactions between the company and Suzhou Yuanhe Holding Co., Ltd.
5. The company held the 12th meeting of the 4th board of directors on April 26, 2021, and issued prior approval opinions on the company’s renewal of the employment of the audit institution in 2021, the application for comprehensive credit from the bank and the mutual guarantee, as well as the profit distribution in 2020, the renewal of the audit institution, the management of idle funds and cash, the self-evaluation report on internal control, the deposit and use of raised funds, and the continuation of foreign exchange hedging business, directors The remuneration of supervisors and senior managers and the provision of guarantee for applying for comprehensive credit from the bank expressed their independent opinions.
6. The company held the 13th meeting of the 4th board of directors on May 6, 2021, and expressed independent opinions on issues related to the issuance of shares to specific objects, such as the company’s compliance with the conditions for issuing A-Shares to specific objects and the company’s plan for issuing A-Shares to specific objects.
7. The company held the 14th meeting of the 4th board of directors on July 9, 2021, and issued independent opinions on matters related to the adjustment of the company’s issuance of shares to specific objects.
8. On August 24, 2021, the company held the 15th meeting of the Fourth Board of directors to discuss the achievements of the third lifting of restrictions on the sale of some restricted shares reserved in the first phase of the restricted stock incentive plan, the deposit and use of the company’s raised funds in the half year of 2021 The company has issued independent opinions on such matters as the occupation of the company’s funds by the controlling shareholders and other related parties in the half year of 2021 and the special description of the external guarantee in the half year of 2021. 9. On September 9, 2021, the company held the 16th meeting of the Fourth Board of directors, and expressed its independent opinions on the first granting of the fourth lifting of restrictions on sales in the first phase of the company’s restricted stock incentive plan, the repurchase and cancellation of some restricted stocks that have not been lifted, the adjustment of repurchase price, the by election of independent directors of the Fourth Board of directors and other matters.
10. The company held the 18th meeting of the 4th board of directors on November 19, 2021, and expressed independent opinions on the company’s revision of the company’s phase II employee stock ownership plan (Draft) and its abstract, the revision of the company’s phase II employee stock ownership plan management measures, the company’s use of raised funds to increase capital to wholly-owned subsidiaries and wholly-owned subsidiaries to wholly-owned subsidiaries.
11. The company held the 19th meeting of the 4th board of directors on December 10, 2021, and expressed independent opinions on the company’s use of idle raised funds for cash management and the use of raised funds to replace early investment.
12. The company held the 20th meeting of the 4th board of directors on December 19, 2021, and issued prior approval opinions and agreed independent opinions on matters such as the transfer of equity of wholly-owned subsidiaries and related party transactions.
3、 Performance of special committees of the board of directors
As a member of the remuneration and assessment committee of the board of directors of the company, I listened carefully to the management’s report on the production and operation of the company and the progress of major issues during my tenure, and gave the company reserved restricted shares, the remuneration of directors, supervisors and senior managers of the company to the incentive objects of the second phase of the restricted stock incentive plan, the lifting of restrictions on the sale of the first phase of the company’s restricted stock incentive, the repurchase and cancellation of some shares Revise the second phase of the company’s employee stock ownership plan (Draft) and its summary for understanding and verification, actively participate in the relevant daily work of the company in accordance with the rules of procedure of the company’s special committee, and use their professional knowledge and experience to provide more constructive suggestions for the development of the company. During his tenure, the salary and assessment committee held 5 meetings, all of which I attended in person.
4、 On site investigation of the company
As an independent director of the company, I faithfully perform my duties as an independent director.
During my tenure in 2021, I took the opportunity of attending the board of directors and shareholders’ meeting to deeply communicate and understand the daily situation of the company, such as production and operation, internal management and control, financial management, foreign investment, deposit and use of raised funds, restricted stock incentive plan, etc., pay attention to the impact of external environment and market changes on the company, and pay attention to the relevant reports of the media and network on the company, Timely learn the progress of major issues of the company, use their professional knowledge and experience to provide more constructive suggestions for the development of the company, provide reference opinions for the decision-making of the board of directors, and play a positive role in promoting the long-term development of the company.
5、 Work done in protecting the rights and interests of investors
1. Effectively perform the duties of independent directors, carefully consult relevant documents for each proposal submitted to the board of directors for deliberation, ask relevant departments and personnel of the company if necessary, make use of their professional knowledge and experience to provide more constructive suggestions for the development of the company, exercise their voting rights independently, objectively and prudently, maintain full independence in their work, and effectively safeguard the interests of the company and minority shareholders.
2. Deeply understand the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, the deposit and use of raised funds, foreign investment, the implementation of equity incentive and other related matters, consult relevant materials, communicate with relevant personnel, obtain the information and materials required for making decisions in detail, and pay attention to the company’s production and operation and corporate governance.
3. Continue to pay attention to the company’s information disclosure, and urge the company to truly, accurately, timely and completely perform the obligation of information disclosure in strict accordance with the requirements of laws, regulations and normative documents such as the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, and the measures for the management of information disclosure of listed companies.
4. Actively study the latest laws, regulations and rules, deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of shareholders of the public, strengthen the awareness of legal risks, improve their ability to perform their duties, and effectively safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
6、 Other working conditions
1. No objection to the proposal of the board meeting and other matters not proposed by the board meeting in 2021;
2. There is no proposal to convene the board of directors;
3. There is no proposal to hire or dismiss an accounting firm;
4. There is no independent engagement of external audit institutions and consulting institutions.
In 2022, as an independent director of the company, I will continue to faithfully perform my duties in accordance with the provisions and requirements of relevant laws and regulations on independent directors, give full play to the role of independent directors, use my professional knowledge and experience to provide more constructive suggestions for the development of the company, provide reference opinions for the decision-making of the board of directors, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Finally, I would like to express my heartfelt thanks to the relevant staff of the company for their assistance and active cooperation in my work during my tenure in 2021.
(there is no text on this page, which is the signature page of Zhongji Innolight Co.Ltd(300308) 2021 annual report on the work of independent directors.) independent director:
Jin Fuhai
April 21, 2022
