Zhongji Innolight Co.Ltd(300308)
Work report of the board of directors in 2021
In 2021, the board of directors of the company actively carried out various work of the board of directors in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other relevant provisions, conscientiously implemented various resolutions adopted by the general meeting of shareholders, and effectively safeguarded the interests of the shareholders of the company by continuously strengthening corporate governance, operation of the third board of directors and information disclosure, Ensure the standardized operation and sustainable development of the company. The main work of the board of directors in 2021 and the key work in 2022 are reported as follows:
1、 Standardized operation of the board of directors
(I) board meeting and main resolutions
In 2021, the board of directors of the company prepared and held 13 meetings in strict accordance with the articles of association, rules of procedure of the board of directors and other relevant provisions, and considered and passed a total of 64 proposals, mainly including the company’s periodic report, profit distribution, changes in accounting policies, cash management using idle self owned funds, cash management using idle raised funds The lifting, repurchasing and cancellation of some shares in the first phase of restricted stock equity incentive plan, the reservation and grant of the second phase of restricted stock incentive plan, the changes of the second phase of employee stock ownership plan, the guarantee business between companies within the scope of consolidated statements, the issuance of shares by the company to specific objects, the deposit and use of raised funds, foreign investment, the amendment of the articles of association, the by election of independent directors and members of relevant professional committees, etc.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the company held four general meetings, including one annual general meeting and three extraordinary general meetings. The meeting was organized and held in strict accordance with the legal procedures of the company law, the articles of association and the rules of procedure of the general meeting of shareholders, and a total of 27 resolutions were formed, including the approval of the company’s annual report, the work report of the board of directors, the work report of the board of supervisors, the financial final account report, the annual profit distribution plan, the annual remuneration plan of directors and supervisors, the proposal to change the company’s registered capital and articles of association Using part of its own funds and raised funds for cash management, renewing the employment of the audit institution in 2021, repurchasing and canceling the restricted shares granted to some incentive objects but not lifted, issuing shares to specific objects, transferring the equity of wholly-owned subsidiaries and other proposals.
The board of directors standardized the convening of the general meeting of shareholders, earnestly implemented various resolutions of the general meeting of shareholders, promoted the smooth implementation of various proposals adopted by the general meeting of shareholders, ensured the majority of shareholders’ right to know, participate and vote on major matters of the company, and effectively safeguarded and protected the interests of all shareholders.
(III) work of special committees of the board of directors
The board of directors of the company has a strategy committee, a nomination committee, an audit committee and a remuneration and assessment committee. During the reporting period, the special committees performed their duties diligently and timely, gave full play to their professionalism and independence, and put forward effective suggestions for improving corporate governance and internal control.
In 2021, the audit committee held 7 meetings to seriously discuss and consider the company’s regular reports, re employment of audit institutions, internal audit, deposit and use of raised funds, guarantee business, change of accounting policies, replacement of early investment with raised funds, transfer of equity of wholly-owned subsidiaries and other matters, and put forward opinions or suggestions; The remuneration and assessment committee held five meetings in total to review the remuneration and assessment plan of the company’s directors, supervisors and senior managers, the lifting of restrictions on the sale and repurchase cancellation of some shares in the first phase of equity incentive plan, the reservation and grant of the second phase of equity incentive plan, the adjustment of the second phase of employee stock ownership plan and other matters, and put forward opinions or suggestions to the board of directors; The nomination committee held one meeting to carefully review the by election of independent directors of the company and their qualifications and put forward opinions or suggestions; The strategy committee held four meetings to study the company’s annual business plan, issuing shares to specific objects and other matters related to the company’s major strategic development, and put forward opinions or suggestions. (IV) performance of independent directors
During the reporting period, the independent directors of the company were able to conscientiously perform their duties in strict accordance with the articles of association, rules of procedure of the board of directors and working system of independent directors, actively attend the general meeting of shareholders, meetings of the board of directors and professional committees under the board of directors, review the meeting proposals and relevant materials, and have an in-depth understanding of the development and operation of the company. For the company’s appointment of audit institutions, by election of independent directors, annual profit distribution, deposit and use of raised funds, occupation of company funds by controlling shareholders and other related parties, external guarantee, remuneration of directors, supervisors and senior managers, cash management with self owned funds or idle raised funds, foreign investment, change of accounting policies, lifting of restrictions on the sale of some shares in the first phase of equity incentive plan The reservation and grant of the second phase equity incentive plan made an objective and fair judgment, expressed relevant independent opinions, made use of their professional knowledge and experience to provide more constructive suggestions for the development of the company, provided reference opinions for the decision-making of the board of directors, played a positive role in the sound development of the company and effectively safeguarded the interests of the company and investors. During the reporting period, the independent directors did not raise any objection to the relevant matters of the company.
2、 Implementation of important projects
(I) the issue of shares by the company to specific objects
On May 6, 2021, the company held the 13th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors, which respectively deliberated and adopted the proposal on the company’s issuance of A-Shares to specific objects and other proposals related to the company’s issuance of shares to specific objects. This matter has been deliberated and adopted at the first extraordinary general meeting of shareholders in 2021 held on May 24, 2021. On May 31, 2021, the company received the notice on accepting the application documents of Zhongji Innolight Co.Ltd(300308) issuing shares to specific objects (szss [2021] No. 185) issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), which checked and accepted the prospectus and relevant application documents submitted by the company. On July 21, 2021, the company received the notification letter of the review center on Zhongji Innolight Co.Ltd(300308) application for issuing shares to specific objects issued by the listing review center of Shenzhen Stock Exchange. The issuance and listing review organization of Shenzhen Stock Exchange reviewed the application documents submitted by the company for issuing shares to specific objects and considered that the company met the issuance conditions, listing conditions and information disclosure requirements. On August 23, 2021, the company received the reply on Approving the registration of Zhongji Innolight Co.Ltd(300308) issuing shares to specific objects (zjxk [2021] No. 2719) issued by China Securities Regulatory Commission, and agreed to the company’s application for registration of issuing shares to specific objects. On September 29, 2021, within the time limit specified in the subscription invitation document, the joint lead underwriters received a total of 26 subscription quotations. According to the pricing principles specified in the subscription invitation document, the final price of this issuance was determined to be 31.00 yuan / share, 15 investors were placed, the issuance scale was 87080000 shares, and the total amount of raised funds was 269948000000 yuan.
On October 19, 2021, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) verified the receipt of the funds raised by issuing shares to specific objects, and issued the capital verification report on issuing RMB common shares (A shares) to specific objects in Zhongji Innolight Co.Ltd(300308) 2021 (PWC Zhongtian Yan Zi (2021) No. [1009]), On October 23, 2021, the company disclosed the report on the issuance of Zhongji Innolight Co.Ltd(300308) shares to specific objects and other documents. On November 5, 2021, the shares issued to specific objects were listed in Shenzhen Stock Exchange.
(II) equity incentive
1. The implementation of the first phase of equity incentive plan has been completed
On August 24, 2021, the company held the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of the third lifting of restrictions on restricted shares reserved in the first phase of the company’s restricted stock incentive plan. As eight incentive objects resigned and one incentive object’s performance appraisal score was c, Therefore, 188 incentive objects met the conditions for the third lifting of the restrictions on the sale of reserved restricted shares, and the number of shares lifted was 702240. The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters. On September 9, 2021, the company held the 16th meeting of the Fourth Board of directors The 15th meeting of the 4th board of supervisors deliberated and approved the proposal on the achievement of the fourth lifting of restrictions on the first granting of restricted shares in the first phase of the company’s restricted stock incentive plan, the proposal on adjusting the repurchase price of the first phase of the company’s restricted stock incentive plan, and the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, As 18 of the incentive objects resigned and one incentive object scored C, 318 incentive objects met the conditions for the fourth release of restricted shares granted for the first time, and the number of shares released was 4712837; At the same time, due to the implementation of equity distribution in 2020, the company adjusted the repurchase price of restricted shares granted for the first time from 13.765 yuan / share to 13.644 yuan / share, and the repurchase price of reserved restricted shares from 22.40 yuan / share to 22.279 yuan / share; In addition, the company will repurchase and cancel 431843 restricted shares (including 280643 shares granted for the first time and 151200 reserved shares) held by the above 27 incentive objects who granted and reserved restricted shares for the first time (one incentive object participated in the first grant and reserved grant at the same time). The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters. The repurchase cancellation has been deliberated and approved by the third extraordinary general meeting of shareholders in 2021 held on December 27, 2021, and completed the repurchase cancellation in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on February 23, 2022. After the cancellation of this repurchase, the first phase of the company’s equity incentive plan has been fully implemented.
2. Continue to promote the company’s phase II equity incentive plan
On February 9, 2021, the company held the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors respectively, deliberated and approved the proposal on granting reserved restricted shares to the incentive objects of the second phase of restricted stock incentive plan, and determined to grant 1 million restricted shares to 20 eligible incentive objects on February 10, 2021 as the reserved part of the incentive plan. The independent directors of the company gave their independent opinions, the board of supervisors verified the list of incentive objects of the reserved part of the grant of restricted shares, Zhonglun law firm issued the legal opinion on matters related to the grant of reserved restricted shares in Zhongji Innolight Co.Ltd(300308) phase II restricted stock incentive plan, and Gf Securities Co.Ltd(000776) issued an independent financial consultant report on matters related to the reserved part of the grant of the incentive plan.
1. Completed the acquisition of Suzhou Industrial Park Jiansheng Industrial Park Development Co., Ltd
On November 13, the 5th meeting of the board of supervisors of Suzhou Shengchuang Industrial Park Co., Ltd. on the acquisition of 100% equity of Suzhou Shengchuang Industrial Park Co., Ltd. was held and approved respectively. On January 22, 2021, Suzhou xuchuang signed the property right transaction contract (Contract No.: 20210122) with the counterparty. On February 10, 2021, the industrial and commercial change registration was completed, and the name was changed from “Suzhou Industrial Park Jiansheng Industrial Park Development Co., Ltd.” to “Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd.” after the change, the shareholding ratio of Suzhou xuchuang was 100%. The company plans to use its land and houses to build Suzhou xuchuangguang module business headquarters, production and R & D center, which will help the enterprise strengthen its strategic management ability, resource integration ability, operation supervision ability, risk control ability, talent training ability and service support ability, make the enterprise management more intensive and systematic, and be conducive to brand construction and future development.
2. Suzhou Industrial Park hechuang Zhiyuan digital technology venture capital partnership (limited partnership)
On April 9, 2021, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on foreign investment and related party transactions respectively. In order to give full play to the advantages of both sides and strengthen the layout of the company in the optoelectronic industry chain and its subdivisions, The company and Suzhou Yuanhe Holding Co., Ltd. (hereinafter referred to as “Yuanhe holding”) jointly established hechuang Zhiyuan (Suzhou) Enterprise Management Co., Ltd. (hereinafter referred to as “hechuang Zhiyuan”), of which the company contributed 7.5 million yuan, accounting for 75% of the total contribution; Yuanhe holdings contributed 2.5 million yuan, accounting for 25% of the total contribution. At the same time, the company and hechuang Zhiyuan and other institutions jointly established hechuang Zhiyuan digital technology venture capital partnership (limited partnership) (hereinafter referred to as “hechuang venture capital”) in Suzhou Industrial Park, in which hechuang Zhiyuan, as the general partner, subscribed 10 million yuan; As a limited partner, the company subscribed 52.5 million yuan; Other limited partners have subscribed a total capital contribution of RMB 137.5 million; As of July 2021, hechuang venture capital has been established according to law and performed the registration and filing procedures in accordance with laws and regulations.
(IV) sale of wholly-owned subsidiaries
On December 16, 2021, the company held the 20th meeting of the Fourth Board of directors, deliberated and passed the proposal on the transfer of equity of wholly-owned subsidiaries and related party transactions, which is to further focus on
