Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
2021 annual report of independent directors
As an independent director of the 5th board of directors of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as "the company"), Shen Tongxian strictly followed the company law of the people's Republic of China, the securities law of the people's Republic of China and the guiding opinions on the establishment of independent director system in Listed Companies in 2021 The Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and other laws, regulations and normative documents, as well as the provisions and requirements of the articles of association and the working system of independent directors of the company, faithfully perform the duties of independent directors and exercise the rights conferred by the company carefully, seriously and diligently, Actively attended relevant meetings of the company, carefully considered various proposals of the board of directors, participated in the discussion of the company's operation and development, expressed fair and objective independent opinions on relevant matters of the company, gave full play to the independent role of independent directors, and effectively safeguarded the standardized operation of the company and the overall interests of shareholders. The report on the work of 2021 is as follows:
1、 Attendance at the board of directors and shareholders' meetings during the reporting period
In 2021, the 5th board of directors of the company held 9 board meetings. My attendance at the board meeting is as follows:
Name and position number of attendance times of attendance times of attendance times of entrustment times of absence times of attendance times of attendance times of attendance times of absence times of attendance times of attendance times of attendance times of attendance times of absence times of attendance times of attendance times of attendance times of absence times of absence times of attendance times of attendance times of attendance times of attendance times of
Independent director of Shen Tongxian no
In 2021, the company held five general meetings of shareholders, and my attendance at the general meeting of shareholders is as follows:
Name and position number of attendance times of attendance times of attendance times of entrustment times of absence times of attendance times of attendance times of attendance times of absence times of attendance times of attendance times of attendance times of attendance times of absence times of attendance times of attendance times of attendance times of absence times of absence times of attendance times of attendance times of attendance times of attendance times of
Shen Tongxian independent director no
I attended the board of directors and the general meeting of shareholders on time without attending the meeting in person for two consecutive times. At the board of directors, I carefully considered various proposals and expressed independent opinions on relevant matters, which played a positive role in making correct decisions for the board of directors of the company. During the reporting period, the convening of the board of directors of the company complied with the legal procedures, and the voting on matters fulfilled the relevant examination and approval procedures. I voted for and against all the proposals on the board of directors
And abstention. At the same time, the company also gave great support to my work and did not prevent independent directors from making independent judgments.
2、 Key issues of annual performance
(I) prior approval opinions and independent opinions issued
In 2021, as an independent director of the company, I, together with other independent directors of the company, issued prior approval opinions and independent opinions on relevant matters of the company in accordance with the regulations, as follows:
Time and type of independent opinions
On February 25, 2021, the independent opinion on granting restricted shares to the incentive object in 2020 was agreed on the reserved part of the incentive plan for restricted shares in the 10th meeting of the Fifth Board of directors
Prior approval and consent on the renewal of the appointment of the audit institution in 2021
Prior approval opinions and consent on the daily related party transactions expected in 2021
Independent opinions on the occupation of funds by the company's controlling shareholders and other related parties in 2020 and the approval of the company's external guarantee
Independent opinions on related party transactions of the company in 2020
Independent opinions on the company's 2020 profit distribution plan agreed
Independent opinions on the self-evaluation report of the company's internal control in 2020
Independent opinion on the renewal of the audit institution in 2021
On April 20, 2021, the independent opinions on the provision for asset impairment and write off of assets in 2020 were agreed
The independent opinions on carrying out foreign exchange derivatives trading business at the 12th meeting of the 5th board of directors agreed to the independent opinions on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses
Independent opinions on using idle self owned funds and temporarily idle raised funds for cash management
Independent opinions on the proposed use of raised funds to provide loans to subsidiaries for the implementation of raised investment projects
Independent opinions on the appointment of the Secretary of the board of directors
Independent opinions on the company's 2021 senior management compensation plan
Independent opinions were expressed on matters related to the prediction of the company's daily related party transactions in 2021
Express prior consent and approval opinions on matters related to the increase of daily related party transactions in 2021
Independent opinions on the occupation of the company's capital by the controlling shareholders and other related parties in the half year of 2021 and the external guarantee in the half year of 2021
Independent opinions on the special report on the deposit and use of raised funds in the half year of 2021 on July 30, 2021
The 13th meeting of the 5th board of directors
The independent opinion on using some idle raised funds to supplement working capital temporarily agreed
Independent opinions and consent on applying for new comprehensive credit line from the bank
Independent opinions were expressed on matters related to the increase of the forecast of daily connected transactions in 2021
On August 25, 2021, the company gave its prior consent and approval opinions on matters related to the increase of the forecast of daily connected transactions in 2021
Independent opinions of the 14th meeting of the 5th board of directors on increasing the estimated daily related party transactions in 2021
See agree
Express prior approval opinions on the proposed signing of the deed of transfer, succession and change of off take agreement and related party consent transaction
On September 25, 2021, relevant matters and independent opinions on the proposed signing of the product purchase framework agreement and related party transactions.
The 17th (Provisional) meeting of the 5th board of directors on the proposed signing of the deed of transfer, succession and change of off take agreement and related
(when) the meeting gives prior approval on the transaction
Relevant matters and independent opinions on the proposed signing of the product purchase framework agreement and related party transactions.
(II) related party transactions
As an independent director of the company, I made judgments with Mr. Gong juming on the necessity and objectivity of the company's daily connected transactions in 2021, whether the pricing is fair and reasonable, and whether it damages the interests of the company and shareholders in accordance with relevant regulations, and reviewed them in accordance with the relevant procedures, We believe that the related party transactions between the company and related parties are the normal business transactions of the company. The cooperation between the company and related units with good cooperative relationship and quality assurance can make full use of its resources and advantages to serve the company, which is conducive to ensuring the production, operation and product quality of the company and reducing the cost of procurement and logistics. The price of related party transactions is determined through consultation with reference to the market pricing. The pricing is fair and reasonable, complies with the provisions of relevant laws, regulations, normative documents and the articles of association, does not affect the independence of the company, and does not harm the interests of the company and shareholders.
In strict accordance with the management system of raised funds, the company adopts a special account storage system for the raised funds, implements the special fund for special purpose, and performs the necessary deliberation procedures for the replacement of self raised funds and paid issuance expenses invested in the raised investment projects in advance with the raised funds, and cash management with the temporarily idle raised funds, The raised funds are not used as required and the relevant information is not disclosed as required.
(IV) external guarantee and fund occupation
The company can strictly abide by the relevant provisions of relevant laws and regulations. During the reporting period, the company did not provide guarantee to any unit or individual, and there was no situation damaging the interests of the company and all shareholders. The capital transactions between the company and all related parties are normal production and operation capital transactions, and there is no case that the funds are directly or indirectly provided to the controlling shareholders and other related parties.
3、 Performance of special committees of the board of directors
As the chairman of the nomination committee of the 5th board of directors, the member of the strategy and investment decision-making committee, the member of the remuneration and assessment committee and the member of the audit committee, I actively performed the duties of the Committee in 2021 in accordance with the requirements of the working rules of the special committees of the company, and put forward opinions to the board of directors as a member of the professional committee to standardize the operation of the company, Improve the company's internal control system. During the reporting period, as a member of the professional committee, I deliberated with other members on the company's periodic report, internal audit, reappointment of the 2021 audit institution, nomination of the Secretary of the board of directors of the company, reserved grant part of the restricted stock incentive plan, remuneration scheme for senior managers in 2021, foreign investment cooperation and other matters, and performed the duties of independent directors diligently and conscientiously.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company, focusing on the company's standardized operation, internal management and the implementation of the resolutions of the board of directors. I kept close contact with other directors, senior managers and relevant staff of the company through telephone and face-to-face communication, always paid attention to the impact of external environment and market changes on the company, and paid attention to the media Network relevant reports about the company, timely learn the progress of important matters of the company, and master the operation dynamics of the company.
After verification, I believe that the company will carry out production and operation in strict accordance with the requirements of the board of directors in 2021, and the management of the company can seriously implement the resolutions formed by the board of directors.
5、 Work done in protecting the rights and interests of investors
1. As an independent director of the company, I have effectively performed the duties of an independent director. According to the powers and obligations entrusted to the independent director by the company, I require the company to handle major matters before considering and making decisions to the board of directors of the company
