Report on the work of independent directors in 2021
As an independent director of Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as “the company”), in 2021, we faithfully performed our duties in accordance with the company law, the securities law, the guidelines for the governance of listed companies, the articles of association and the rules of procedure for Rockontrol Technology Group Co.Ltd(688051) independent directors, performed our duties in the daily work and important decisions of the board of directors, and expressed independent opinions on relevant matters of the board of directors, Starting from the overall interests of the company, the independent directors played their due role and safeguarded the legitimate rights and interests of the company and all shareholders, especially minority shareholders. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
(I) work history
As independent directors of the company, we all have good professional qualifications and abilities and have accumulated rich experience in our professional fields. Our personal work resume, professional background and part-time work are as follows:
Qiangli, male, born in October 1961, Chinese nationality, without permanent residency abroad, bachelor degree.
He graduated from the Northwest University of political science and law in 1983 and has stayed in the university to teach. He is now a professor and doctoral supervisor of the school of economic law of the Northwest University of political science and law, director of the financial law research center of the Northwest University of political science and law, and an independent director of Xi’an Boli Additive Technology Co., Ltd. Xi’An Qujiang Cultural Tourism Co.Ltd(600706) and Xi’An Triangle Defense Co.Ltd(300775) respectively. The main academic and social part-time jobs include vice president of Bank Of China Limited(601988) Law Research Association, executive director of China Economic Law Research Association, executive director of China Securities Law Research Association, vice president of Shaanxi Financial Society, President of Financial Law Research Association of Shaanxi law society, vice president of Shaanxi industrial and Commercial Administration Association, member of Shaanxi decision-making advisory committee, member and arbitrator of Xi’an Arbitration Committee. He is currently an independent director of the company.
Zheng Jianming, born in December 1964, Chinese nationality, without permanent residency abroad, has a postdoctoral degree and has been engaged in basic research and applied technology industrialization in the professional field of advanced manufacturing and testing technology. From 1988 to 2002, he served as an associate professor in the school of mechanical engineering of Huazhong University of science and technology; from 2002 to 2009, he served as the manager and senior R & D scientist of the advanced manufacturing laboratory of the global R & D center and the global R & D Department of manufacturing and testing of Ge; from 2009 to 2015, he served as the assistant to the group president of Hunan Sany Heavy Industry Co.Ltd(600031) crane division, the deputy general manager of the division and the vice president of the Research Institute, From May 2015 to now, he has served as vice president of Wanfeng Jinyuan group and President of Research Institute of Zhejiang Wanfeng Technology Development Co., Ltd. He is currently an independent director of the company.
Ma Zhiming, born in October 1982, Chinese nationality, without permanent residency abroad, with a doctorate degree. He graduated from the Hong Kong University of science and technology with a doctorate in accounting in 2014. Since 2014, he has worked in the Guanghua School of management of Peking University and is now an associate professor of the Guanghua School of management of Peking University. He is currently an independent director of the company.
(II) description of whether there is any situation affecting independence
As independent directors of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, nor in affiliated enterprises of the company; Failing to provide financial, legal, consulting and other services for the company or its subsidiaries; We have not held any position in the company other than independent directors. At the same time, in accordance with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, we all have the independence required by laws and regulations, and maintain objective and independent professional judgment in performing our duties. There is no situation affecting our independence.
2、 Attendance of independent directors of the company at meetings during the year
In 2021, the board of directors held a total of board meetings. The specific attendance of independent directors is as follows:
The name of the independent director shall attend the board of directors in person and be absent by proxy
Meetings (Times)
Strength 9 9 0 0
Ma Zhiming 9 9 0 0
Zheng Jianming 9 9 0 0
In 2021, the audit committee held 4 meetings, the remuneration and assessment committee held 2 meetings, the strategy committee held 1 meeting, the nomination committee held 0 meetings, and a total of 7 special committees of the board of directors were held. The specific attendance of independent directors is as follows:
Name of independent director name of Special Committee present in person (Times) (Times) (Times)
Audit Committee 4 0 0
Forceful
Salary and Assessment Committee 2 0 0
Audit Committee 4 0 0
Zhi Ming Ma
Salary and Assessment Committee 2 0 0
Zheng Jianming Strategy Committee 1 0 0
In 2021, the company held a general meeting of shareholders, and independent directors Mr. Qiang Li, Mr. Ma Zhiming and Mr. Zheng Jianming attended the general meeting of shareholders.
3、 Focus of independent directors of the company during the year
(I) related party transactions
During the reporting period, the company had no related party transactions.
(II) external guarantee and fund occupation
During the reporting period, we conducted necessary understanding and verification of the company’s external guarantee and capital occupation in accordance with relevant regulations. The company provided guarantee for subsidiaries. In order to ensure the implementation of relevant credit facilities, the guarantee object was a wholly-owned subsidiary of the company, the guarantee risk was controllable, and the relevant approval decision-making procedures were performed.
In addition, the company has no other external guarantees, and there is no occupation of non operating funds by controlling shareholders and their related parties.
(III) use of raised funds
During the reporting period, we conducted necessary checks on the deposit and actual use of the company’s raised funds in 2021, and believed that the company complied with the provisions of laws, regulations and system documents such as the Listing Rules of Shanghai Stock Exchange science and innovation board and Rockontrol Technology Group Co.Ltd(688051) raised funds management system, carried out special account storage and special use of the raised funds, and timely fulfilled the relevant information disclosure obligations, The specific use of the raised funds is consistent with that disclosed by the company, and there is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
(IV) merger and reorganization
During the reporting period, the company did not carry out M & A.
(V) remuneration of senior managers
During the reporting period, we reviewed the company’s 2021 senior management salary plan and found that the company’s senior management salary met the provisions of the company’s relevant salary and assessment system.
(VI) performance forecast and performance express
During the reporting period, the company timely released the 2021 annual performance express.
(VII) appointment or replacement of accounting firms
During the reporting period, on May 28, 2021, the 2020 annual general meeting of shareholders of the company considered and approved the proposal on renewing the appointment of accounting firm, and agreed to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) as the company’s audit institution in 2021. The above resolution procedures comply with relevant laws, regulations and the articles of association, and the appointment procedures are legal and effective. The firm has the qualification and ability to provide audit services for the company. It has fulfilled its duties in the audit work, followed the independent, objective and impartial professional standards, and completed various audit work with due diligence.
(VIII) cash dividends and other investor returns
During the reporting period, the 2020 annual general meeting of shareholders held by the company on May 28, 2021 approved that the company distributed cash dividends of RMB 6.87 (tax included) to all shareholders for every 10 shares based on the company’s total share capital of 77.334 million shares, with a total amount of 5312845800 (tax included). We believe that the above distribution plan of the company is based on the long-term and sustainable development of the company, comprehensively analyzes the actual situation of the industry environment and the capital demand in the process of the company’s operation and development, takes into account the interests of all shareholders, and complies with the relevant provisions of the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, and the articles of association, There is no situation that damages the legitimate rights and interests of the company and shareholders, especially minority shareholders.
(IX) performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders did not fail to fulfill their commitments.
(x) implementation of information disclosure
The company attaches great importance to the management of investor relations, and the designated website of the company’s information disclosure is the website of Shanghai Stock Exchange www.sse com. cn.， The Shanghai Securities Times has designated the securities times as the company’s newspaper to disclose information fairly. At the same time, the company communicates with investors through various forms such as investor contact mailbox and special line consultation telephone, online communication on the investor relations interactive platform, and receiving investor research activities, so as to actively maintain the good relationship between the company and investors, improve the information transparency of the company, and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. （11） Implementation of internal control
During the reporting period, for the internal control defects found in the company’s self inspection, the company has been urged to rectify and standardize the control links with loopholes, further improve the internal control system and process, and strengthen the effectiveness of internal control. Relevant departments and principals have formulated rectification plans in time, and the rectification has been completed.
（12） Operation of the board of directors and its subordinate special committees
During the reporting period, the audit committee, strategy committee, nomination committee and remuneration and assessment committee under the board of directors carried out their work in accordance with their respective responsibilities and played a positive and beneficial role in the standardized operation, scientific governance, risk prevention and healthy development of the company. The strategy committee held a meeting to review the company’s development strategy and optimize the company’s organizational structure. The remuneration and assessment committee held two meetings and confirmed the remuneration principles of the company’s directors and senior managers and the restricted stock incentive plan.
（13） New business development
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we were able to participate in the decision-making of major matters of the company based on the principles of objectivity, impartiality and independence, and safeguarded the overall interests of the company and the rights and interests of shareholders, especially the legitimate rights and interests of minority shareholders. In 2022, we will continue to adhere to the principles of prudence, diligence and loyalty and the spirit of being responsible to the company and all shareholders, further strengthen communication with the management, continuously improve our professional level and decision-making ability, faithfully and effectively perform the duties and obligations of independent directors, better safeguard the legitimate rights and interests of the company and minority shareholders, continue to make suggestions for the operation and management of the company, and care about the operation and development of the company. In addition, the relevant staff of the company have given us effective cooperation in performing the duties of independent directors. I would like to express my deep gratitude!
Independent director: Ma Zhiming, Qiang Li, Zheng Jianming April 29, 2022
