Zhe Kuang Heavy Industry Co.Ltd(300837)
2021 annual report of independent directors
(Ji Ligang)
Shareholders and shareholder representatives:
As an independent director of Zhe Kuang Heavy Industry Co.Ltd(300837) (hereinafter referred to as “the company”), I, Ji Ligang, strictly abide by relevant laws and regulations such as the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the self discipline supervision guidance of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM The provisions and requirements of normative documents, the articles of association of Zhe Kuang Heavy Industry Co.Ltd(300837) company (hereinafter referred to as the “articles of association”), the working system of Zhe Kuang Heavy Industry Co.Ltd(300837) independent directors (hereinafter referred to as the “working system of independent directors”) and other relevant systems of the company shall perform the duties of independent directors diligently and responsibly in the work of 2021. Based on the principles of objectivity, independence and prudence, he actively attended the relevant meetings of the board of directors and various special committees, carefully, professionally and independently considered various proposals submitted to the board of directors, and expressed independent opinions on major issues. At the same time, I gave full play to my professional advantages in law, actively participated in the company’s development strategy, operation and management, audit supervision and salary assessment, promoted the standardized operation of the company, safeguarded the interests of all shareholders, especially small and medium-sized shareholders, and gave full play to the role of independent directors. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held 6 meetings of the board of directors. I personally attended 6 meetings, and there was no absence or failure to attend the meeting for two consecutive times. In 2021, I attended the 2021 annual general meeting of shareholders of the company. During the reporting period, I carefully considered various proposals of the board of directors, exercised voting rights prudently, and expressed independent opinions on relevant matters. I believe that the convening, convening, deliberation and voting procedures of the board of directors meet the provisions of the company law and other laws and regulations and the articles of association, and the resolutions of the meeting are legal and effective. Therefore, I voted for all proposals considered by the board of directors without objection or abstention.
2、 Independent opinions
In accordance with relevant laws and regulations such as the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, as well as the relevant provisions of the articles of association and the working system of independent directors of the company, and on the basis of careful consideration of various proposals of the board of directors, I am an independent director of the company, I have made the following independent opinions:
1. At the 10th meeting of the third board of directors held on March 19, 2021, on the company’s profit distribution plan for 2020, the special report on the storage and use of the company’s raised funds in 2020, the company’s internal control self-evaluation report in 2020, the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2020, the renewal of the company’s audit institution in 2021, the company’s proposed change of the company’s name Confirm the remuneration of the company’s directors in 2020, the remuneration of the company’s senior managers in 2020, the company’s compliance with the conditions for issuing shares to specific objects through simple procedures, the company’s plan for issuing shares to specific objects through simple procedures in 2021, the company’s plan for issuing shares to specific objects through simple procedures in 2021, and the demonstration and analysis report of the company’s plan for issuing shares to specific objects through simple procedures in 2021 The feasibility analysis report on the use of the funds raised by the company’s issuance of shares to specific objects in 2021, the report on the use of the funds raised by the company in the previous time, the company’s shareholder return plan for the next three years (20212023), the company’s measures to dilute the immediate return and fill the return by issuing shares to specific objects in a simple procedure, and the commitments of relevant subjects have been carefully considered and expressed their agreed independent opinions;
2. At the 12th meeting of the third session of the board of directors held on July 26, 2021, on the company’s 2021 plan for issuing shares to specific objects by simple procedures (Revised Draft), the feasibility analysis report on the use of funds raised by the company’s 2021 plan for issuing shares to specific objects by simple procedures (Revised Draft), the demonstration analysis report on the company’s 2021 plan for issuing shares to specific objects by simple procedures (Revised Draft) The implementation of the new leasing standards and the change of relevant accounting policies were carefully considered and agreed independent opinions were issued; 3. At the 13th meeting of the third board of directors held on August 20, 2021, the special report on the deposit and use of the company’s raised funds in the half year of 2021, the cash management of the company using some idle self owned funds, the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties were carefully considered and agreed independent opinions were expressed;
4. At the 14th meeting of the third board of directors held on October 22, 2021, the company carefully deliberated on the supply chain financing business cooperation and external guarantee between the company and banks, and expressed its agreed independent opinions;
5. At the 15th meeting of the third board of directors held on December 27, 2021, we carefully considered the issue of providing guarantee to customers and expressed our agreed independent opinions.
3、 Performance of special committees of the board of directors
I am the convener of the third Nomination Committee and the member of the third remuneration and assessment committee of the company. In accordance with the relevant requirements of the working rules of the special committee of the board of directors, I participated in all the daily meetings held by the committee, put forward professional opinions and reasonable suggestions on the matters submitted to the board of directors for discussion, and played the role of scientific decision-making. In 2021, mainly perform the following responsibilities:
1. As the convener of the nomination committee of the board of directors of the company, I presided over the daily work of the nomination committee, deliberated on major issues, reviewed and investigated the nominees, and actively fulfilled the responsibilities and obligations of the convener of the nomination committee.
2. As a member of the remuneration and assessment committee of the board of directors, I participated in the daily work of the remuneration and assessment committee, reviewed and confirmed the remuneration of the company’s directors and senior managers, supervised the implementation of the company’s remuneration and assessment system, put forward opinions on the remuneration and assessment plan, and earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee.
4、 On site investigation of the company
In 2021, I had in-depth exchanges with the company’s management through reviewing the company’s relevant materials, on-site investigation and other forms to understand the company’s operation and future development plan, and focused on the company’s financial situation, standardized operation, internal control, external guarantee and other major events. At the same time, I always pay attention to the impact of the external environment, industry conditions and market changes on the company, and timely learn about the relevant situation from the company.
5、 Work done in protecting the rights and interests of investors
1. Conscientiously perform the duties of independent directors in strict accordance with relevant laws and regulations and the provisions of the articles of association, pay attention to the implementation of the company’s production and operation, financial status and internal control systems, personally attend relevant meetings of the company, carefully understand and review the matters considered by the board of directors, make use of their professional knowledge to put forward suggestions beneficial to the company and all shareholders, and express objective, independent and impartial opinions, Effectively protect the interests of minority shareholders.
2. By maintaining smooth communication with the members of the board of directors, the Secretary of the board of directors, the management and other staff, supervise the standardized operation of the company in accordance with the law, improve the company’s information disclosure management system in strict accordance with the law, strictly implement the relevant provisions of information disclosure, and ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s information disclosure. By deliberating on major issues affecting the interests of small and medium-sized investors and expressing independent opinions, we will focus on strengthening the protection of the interests of investors, especially small and medium-sized investors, and effectively safeguard the legitimate rights and interests of shareholders.
6、 Training and learning
During the reporting period, I continuously strengthened my study and improved my ability to perform my duties. I always adhere to the principle of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, especially deepen my understanding and understanding of laws and regulations related to the standardization of corporate governance structure and the protection of the rights and interests of small and medium-sized investors, further improve my professional level, strengthen communication with the directors, supervisors and management of the company, master the changes of the company’s industry and market, and learn the progress of various major matters of the company, Objectively and fairly protect the legitimate rights and interests of investors, especially minority shareholders, and play a due role in promoting the steady operation of the company.
7、 Other work
1. In 2021, no independent directors proposed to convene the board of directors;
2. In 2021, no independent director proposed to hire or dismiss an accounting firm;
3. In 2021, there was no external audit institution or consulting institution employed by independent directors.
In 2022, I will continue to perform my duties as an independent director diligently, independently and prudently, strengthen communication with the board of directors and management of the company, deeply understand the production and operation of the company and internal control management, participate in various meetings of the company, participate in the decision-making of major matters of the company, express independent opinions, and make full use of my professional knowledge to provide scientific decision-making reference opinions and suggestions for the board of directors of the company, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, and promote the steady development of the company.
It is hereby reported.
Independent director: Ji Ligang April 25, 2022
