Zhongji Innolight Co.Ltd(300308)
Report on the work of independent directors in 2021
(Liu Bin)
From January 1, 2021 to September 27, 2021, as an independent director of Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as “the company” or ” Zhongji Innolight Co.Ltd(300308) “), chairman of the audit committee of the board of directors and member of the nomination committee), In strict accordance with 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for the governance of listed companies and other laws, regulations and normative documents, as well as the articles of association and the working system of independent directors, during the term of office in 2021, Perform duties diligently and faithfully, attend relevant meetings on time, carefully consider various proposals of the board of directors, express independent opinions on major matters of the company, and give full play to the role of independent directors and members of special committees. 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 and actively pay attention to and participate in the operation and development of the research company. The report on my performance of duties as an independent director during my tenure in 2021 is as follows:
1、 Attendance at meetings
During my tenure in 2021, I attended the board of directors of the company on time with a diligent and responsible attitude, 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 9 meetings of the board of directors during my tenure. I attended on time, carefully considered various proposals of the board of directors and voted according to the deliberation results.
2. In 2021, the convening and holding of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the relevant procedures were performed for major business decisions and other major matters, which were legal and effective. During my tenure, I did not raise any objection to the relevant proposals considered by the board of directors of the company in 2021 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 special opinions of the controlling shareholders and other related parties of the company in 2021 were issued.
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.
3、 Performance of special committees of the board of directors
As the chairman of the audit committee and the member of the nomination committee of the board of directors of the company, during the reporting period, I listened carefully to the reports of the management on the production and operation of the company and the progress of major issues, and made self-evaluation on the company’s regular reports, internal audit work, re employment of audit institutions, deposit and use of raised funds, foreign investment and related transactions, profit distribution, internal control, application for comprehensive credit line from the bank To understand and check the cash management of idle raised or self owned funds, foreign exchange hedging, remuneration of directors and senior managers, restricted stock incentive plan and other matters, and use their own professional knowledge and experience to provide more constructive suggestions for the development of the company. During my term of office in 2021, the audit committee held four meetings and the nomination committee held one meeting. I personally participated in them and played the due role of a member of the special committee.
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 to deeply communicate and understand the company’s production and operation, internal management and control, financial management, foreign investment, deposit and use of raised funds, progress of restricted stock incentive plan, etc., and learned the progress of major matters of the company in 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 and network on the company, actively put forward constructive opinions on the operation and management of the company, and effectively play the role of independent directors.
5、 Work done in protecting the rights and interests of investors
1. Effectively performed the duties of independent directors, carefully consulted relevant documents for each proposal submitted to the board of directors for deliberation, and asked relevant departments and personnel of the company if necessary. On this basis, using their own professional knowledge, they exercised their voting rights independently, objectively and prudently, maintained full independence in their work, and effectively safeguarded 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 and other related matters, consult relevant materials and communicate with relevant personnel, obtain the information and materials needed to make 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 has been raised to the proposals of the board of directors and other matters not included in the proposals of the board of directors during the term of office 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.
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 in 2021.
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(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:
Liu Bin
April 21, 2022
