Hangzhou Century Co.Ltd(300078)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of the Fourth Board of directors of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as "the company"), I resigned after the general election of the board of directors was completed on August 18, 2021. During my tenure in 2021, I strictly followed the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the articles of association In accordance with the provisions and requirements of the working system of independent directors and other relevant laws, regulations and rules, he performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company. According to the actual situation of the company, I gave full play to my professional advantages, put forward opinions and suggestions, promoted the standardized operation of the company, effectively safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders, and gave full play to the role of independent directors and corresponding special committees.
I hereby report my performance of the duties of independent director in 2021 to all shareholders and shareholder representatives as follows: I. attendance at the board of directors of the company
In 2021, the Fourth Board of directors of the company held 6 meetings of the board of directors, and I attended 6 meetings of the board of directors in person. With a diligent, pragmatic, serious and responsible attitude, I actively attended the board of directors of the company, carefully considered each proposal submitted to the board of directors, maintained necessary communication with the management of the company, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in making correct decisions for the board of directors of the company.
I believe that the convening procedures of the board meeting and the general meeting of shareholders of the company are legal and effective, and the relevant examination and approval procedures have been performed for major matters. In 2021, I voted in favor of all proposals of the board of directors of the company I should participate in, and there was no negative vote or abstention.
2、 Independent opinions
In 2021, I fully understood the operation of the company and carefully checked relevant issues. In a conscientious and cautious manner, I jointly expressed independent opinions on relevant matters with the other two independent directors of the company as follows:
1. On January 21, 2021, at the 25th meeting of the Fourth Board of directors held by the company, I expressed independent opinions on the company's proposal on the company's issuance of convertible corporate bonds to unspecified objects and the proposal on the company's issuance of convertible corporate bonds to unspecified objects for listing.
2. On March 9, 2021, at the 26th meeting of the 4th board of directors held by the company, I discussed the company's proposal on using temporarily idle raised funds for cash management and the proposal on using raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects Independent opinions were expressed in the proposal on changing the implementation subject of some raised funds projects, establishing a new special account for raised funds and using the raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, and the proposal on increasing the cash management limit of idle own funds. 3. On March 16, 2021, at the 27th meeting of the Fourth Board of directors held by the company, I expressed independent opinions on the company's proposal on repurchase of company shares.
4. On April 28, 2021, at the 28th meeting of the Fourth Board of directors held by the company, I made comments on the occupation of the company's funds by the company's controlling shareholders and other related parties in 2020, the company's external guarantee, the proposal on the profit distribution plan in 2020, the self-evaluation report on internal control in 2020, and the independent opinions on the deposit and use of raised funds in 2020 The proposal on the implementation of the company's daily connected transactions in 2020 and the prediction of daily connected transactions in 2021, the proposal on the renewal of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2021, the proposal on the change of accounting policies, the proposal on adjusting the exercise price of stock options in the company's 2019 stock option and restricted stock incentive plan The proposal on cancellation of some stock options and repurchase of some restricted shares of the company's stock option and restricted stock incentive plan in 2019 and the special explanation of the board of directors on matters involved in the audit report with qualified opinions in 2020 issued independent opinions, and the proposal on the prediction of daily connected transactions of the company in 2021 The proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 issued a prior approval opinion.
5. On April 30, 2021, at the 29th meeting of the Fourth Board of directors held by the company, I gave an independent opinion on the company's proposal on purchasing assets and related party transactions from major shareholders and issued a prior approval opinion.
6. On August 2, 2021, at the 30th meeting of the Fourth Board of directors held by the company, I expressed my independent opinions on the proposal on the general election of the company's board of directors and the nomination of candidates for directors of the Fifth Board of directors.
3、 Work done to protect the rights and interests of investors
1. Continue to pay attention to the company's information disclosure. I actively supervise the company's information disclosure in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations, as well as the company's information disclosure system and other relevant provisions, so as to ensure that the company's information disclosure is true, accurate, timely, complete and fair, and fully protect the right to know of the company's investors, especially small and medium-sized investors, Safeguard the interests of all shareholders.
2. Timely understand the operation of the company. In strict accordance with the provisions of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, I conducted irregular on-site visits to the company, maintained positive communication with the company's management and external auditors, deeply understood the construction and implementation of relevant systems such as the company's management status, financial status, use of raised funds and internal control, and timely understood the company's operation and existing risks. I carefully check each proposal considered by the board of directors and exercise my voting rights independently, objectively and prudently on the basis of full understanding.
4、 Performance of special committees
The Fourth Board of directors of the company has established four special committees: strategic decision-making, remuneration and assessment, nomination and audit. As the convener and member of the audit committee of the board of directors, I will mainly perform the following duties in 2021:
1. Work of the Audit Committee: in 2021, as the convener of the audit committee of the Fourth Board of directors, I presided over the daily work of the audit committee, held regular meetings of the audit committee, and reviewed the company's internal audit, internal control, periodic reports, renewal of accounting firm and other related matters in accordance with the requirements of the working system of independent directors, the working rules of the audit committee of the board of directors and other relevant systems.
During the preparation and disclosure of the company's periodic reports, we listened carefully to the management's report on the company's annual production and operation and the progress of major events, fully understood the company's financial situation, understood and mastered the audit work arrangement and audit progress of the periodic reports, carefully reviewed relevant materials, and gave full play to the supervision role of independent directors. 2. Work of the nomination committee: in 2021, as a member of the nomination committee of the Fourth Board of directors, I performed my duties in strict accordance with the requirements of the working system of independent directors, the working rules of the nomination committee of the board of directors and other relevant systems. Actively participate in the daily work of the nomination committee, pay attention to the selection criteria and procedures of the company's directors and senior managers, communicate with the company's directors, supervisors and senior managers, safeguard the rights and interests of the company and shareholders, and continuously improve the company's comprehensive management ability.
5、 Training and learning
Since I became an independent director, I have actively studied the laws and regulations issued by the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities, deepened my understanding and understanding of relevant laws and regulations, especially those related to the regulation of corporate governance structure and the protection of social public shareholders' rights and interests, fully understood the management systems of listed companies, and continuously improved my ability to perform my duties, Form the ideology of consciously protecting the shareholders' rights and interests of the public, provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and better protect the rights and interests of investors.
Supervise and urge the normal development of annual report audit and information disclosure, actively perform corresponding responsibilities, review the company's internal audit, internal control, regular reports and other matters, meet with the chief auditor, communicate in time on the problems found in the audit process, and supervise and urge the progress of annual report work, so as to ensure that the audit report fully reflects the real situation of the company. Actively pay attention to the company's information disclosure, maintain the independence of audit work and safeguard the interests of the company and minority shareholders.
6、 On site investigation of the company
As an independent director of the company, I conducted on-site investigation on the company, listened carefully to the report of the company's management on the company's operation, financial status, construction and implementation of internal control system, conducted in-depth communication and discussion with the company's operation and management on how to promote the standardized operation and healthy development of the company, and urged the company to rectify the existing internal control problems. And keep close contact with other directors, senior managers and relevant staff of the company through telephone, e-mail and other communication tools to learn about 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, pay attention to the impact of capital market fluctuations on the company, and earnestly perform the duties of independent directors. 7、 Other matters
1. There was no proposal to convene the board of directors and the general meeting of shareholders during the reporting period.
2. No accounting firm was proposed to be hired or dismissed during the reporting period.
3. During the reporting period, there was no independent external audit institution and consulting institution to audit and consult the specific matters of the company.
The above is my report on my performance of duties in 2021. Since I have been an independent director of the company for 6 years, I will officially step down as an independent director from August 18, 2021. During my tenure, the board of directors and management of the company have given active and effective cooperation and support, and I would like to express my heartfelt thanks again. I sincerely hope that the company will continue its steady operation and standardized operation under the leadership of the board of directors, so as to make the company develop continuously, stably and healthily.
Independent director: Cai Zaifa April 27, 2022
