Hangzhou Century Co.Ltd(300078)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of the Fifth Board of directors of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as "the company"), I took office 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 Fifth 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 August 18, 2021, at the first meeting of the Fifth Board of directors held by the company, I expressed independent opinions on the election of the new chairman and vice chairman and the appointment of senior managers.
2. On August 26, 2021, at the second meeting of the Fifth Board of directors held by the company, I expressed independent opinions on the company's occupation of the company's funds by the largest shareholder and other related parties, the company's external guarantee, the proposal on the deposit and use of the raised funds in the half year of 2021 and the proposal on the use of some idle self owned funds for cash management.
3. On November 8, 2021, at the fifth meeting of the Fifth Board of directors held by the company, I expressed independent opinions on the appointment of the company's chief financial officer and the proposal on using idle raised funds to temporarily supplement working capital.
4. On December 28, 2021, at the sixth meeting of the Fifth Board of directors held by the company, I gave my independent opinions on the company's proposal on increasing the forecast of daily connected transactions in 2021 and gave my prior approval opinions.
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 5th board of directors of the company has established four special committees: strategic decision-making, remuneration and assessment, nomination and audit. As the convener of the audit committee of the board of directors, member of the remuneration and assessment committee and member of the nomination committee, 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 Fifth 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, regular reports 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 remuneration and assessment committee: in 2021, as a member of the remuneration and assessment committee of the Fifth Board of directors, I actively participated in the company's meetings on remuneration and assessment, guided the board of directors to improve the company's remuneration system and paid attention to the directors The performance of senior managers, reviewed their comprehensive quality, work performance and performance, and put forward suggestions on relevant assessment and evaluation standards according to the work scope, importance and other factors of the work of each senior manager of the company, so as to promote the company to further improve the scientificity of salary assessment on the basis of standardized operation. 3. Work of the nomination committee: in 2021, as a member of the nomination committee of the Fifth 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 always paid attention to studying the laws and regulations issued by the CSRC, Shenzhen Stock Exchange and other regulatory authorities, deepening my understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting the rights and interests of social public shareholders, comprehensively understanding the management systems of listed companies, and constantly improving 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.
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.
During the term of office of independent directors, all shareholders shall strictly perform their legal obligations as independent directors in accordance with the provisions of the company's articles of association. Here, I would like to express my heartfelt thanks to the Hangzhou Century Co.Ltd(300078) board of directors and the management for their active cooperation and support in the performance of my duties.
In 2022, I will continue to be diligent and responsible, actively participate in the decision-making of major matters of the company, give advice and suggestions for the development of the company, use my professional knowledge and experience to provide constructive opinions and suggestions for the development of the company, safeguard the legitimate rights and interests of the company and all shareholders, and better perform the duties of independent directors.
Independent director: Zeng Aimin April 27, 2022
