Report on the work of independent directors in 2021
As an independent director of the 11th board of directors of Infotmic Co.Ltd(000670) (hereinafter referred to as "the company"), in 2021, we earnestly performed our duties in strict accordance with the provisions of relevant laws, regulations and departmental rules, such as the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and the working system of independent directors Diligently perform the obligations of independent directors and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
Our performance report for 2021 is as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
1. Mr. Hong Zhiliang, independent director. Born in August 1946, member of the Communist Party of China, professor and doctoral supervisor of Fudan University. He graduated from the University of science and technology of China, majoring in physical mechanics, and the University of science and technology of Zurich, Switzerland, majoring in electronic engineering. He once served as a teacher of Shenyang University of technology, graduated from Fudan University as a postdoctoral, stayed in the university to engage in scientific research and teach, and was a professor of Hanover University from 1992 to 1994. He is currently working in the integrated circuit design laboratory of Fudan University, engaged in teaching and scientific research, Sino Wealth Electronic Ltd(300327) independent director, Shanghai Bright Power Semiconductor Co.Ltd(688368) independent director, 3Peak Incorporated(688536) independent director of microelectronics technology (Suzhou) Co., Ltd., independent director of Suzhou nano core Microelectronics Co., Ltd., executive director of Shanghai Hongbo Microelectronics Co., Ltd., Infotmic Co.Ltd(000670) independent director.
2. Mr. Li Weiqun, independent director. Born in October 1963, he is a member of the Democratic Progressive movement, a professor and doctoral supervisor of East China University of political science and law, graduated from East China University of political science and law, a master of law and a doctor of law in commercial law of Nagoya University, Japan, and a postdoctoral in law of East China University of political science and law. He has successively served as a part-time lawyer of Shanghai Guanting Guansheng law firm, an arbitrator of Zhanjiang international arbitration court Member of the 14th Shanghai Putuo District CPPCC and member of the social and Legal Committee of the Shanghai Municipal Committee of the Democratic Progressive Party. He currently works in the school of economic law of East China University of political science and law, as the director of the Institute of insurance law, the director of the Japan Law Research Center, the vice president of Shanghai insurance society, the director of the legal special committee of Shanghai insurance society, the arbitrator of Shanghai Arbitration Commission, the integrity supervisor of Shanghai Putuo District People's Procuratorate, Shanghai Kangxin law firm Director of ruire baochuang management consulting (Shanghai) Co., Ltd. Infotmic Co.Ltd(000670) independent director.
3. Mr. Yang Licheng, independent director. Born in September 1976, bachelor degree, accountant title, middle school
Non practicing members of Chinese certified public accountants. He has successively served as the project manager of Zhejiang Tianjian certified public accountants, the audit manager of Wanxiang Finance Co., Ltd., the fund manager of Zhejiang Huarui Investment Management Co., Ltd., and the independent director of Zhejiang Zhenshen Insulation Technology Co., Ltd. He is currently the risk control director of Shanghai Rongxi Venture Capital Management Co., Ltd., the director of Hangzhou Golden Coast Cultural Development Co., Ltd., Zhejiang Golden Eagle Co.Ltd(600232) independent director, Robotechnik Intelligent Technology Co.Ltd(300757) independent director of Intelligent Technology Co., Ltd., Infotmic Co.Ltd(000670) independent director.
(II) description of independence
As an independent director of the company, we do not hold any position in the company other than an independent director, nor do we hold any position in the company's main shareholder unit. There is no relationship with the company and the company's main shareholders that hinders our independent and objective judgment, and there is no situation that affects the independence of independent directors.
2、 Attendance at meetings
In 2021, we kept abreast of the company's production, operation and development. Before the meeting, we carefully reviewed the relevant proposals, actively participated in the discussion and put forward reasonable suggestions, made full use of our professional knowledge, and played a positive role in the correct and scientific decision-making of the board of directors; In the voting of the meeting, we voted for all the proposals under consideration. In 2021, the company held 7 meetings of the board of directors and 2 general meetings of shareholders. We diligently performed our duties and objectively expressed independent opinions in strict accordance with the requirements of relevant laws and regulations. The attendance of the company during the meeting is as follows:
During the reporting period, whether the shareholder who has not attended the meeting in person or absent for two consecutive times
Number of meetings of the board of directors
Hong Zhiliang 7 4 0 0 0 No 1
Li Weiqun 7 4 0 0 0 No 1
Yang Licheng 7 400 No 2
3、 Independent opinions
During the reporting period, we issued independent and impartial opinions on the occupation of funds and external guarantees by the company's related parties, the issue of shares to purchase assets and raise supporting funds, the internal control evaluation report, the renewal of the 2021 audit institution, related party transactions and other matters, so as to improve the company's supervision mechanism, It has played its due role in safeguarding the legitimate interests of the company and all shareholders.
1. On February 22, 2021, we expressed our independent opinions on the proposal on the appointment of accounting firms considered at the 16th meeting of the 11th board of directors.
2. On April 26, 2021, we expressed our independent opinions on the issues related to the issuance of shares, purchase of assets, raising of supporting funds and related party transactions considered at the 17th meeting of the 11th board of directors. 3. April 27, 2021, We have reviewed the company's 2020 profit distribution plan, the company's 2020 internal control evaluation report, the proposal on examining and approving the remuneration of the company's directors and senior managers in 2020 and the proposal on applying for comprehensive credit line from relevant institutions reviewed at the 18th meeting of the 11th board of directors The proposal on the prediction of guarantee amount for holding subsidiaries, the proposal on accepting financial assistance and related party transactions and the proposal on the change of accounting policies issued independent opinions, and issued special explanations and independent opinions on the occupation of funds by related parties in 2020 and the external guarantee in 2020.
4. On May 8, 2021, we held the 19th meeting of the 11th board of directors of the company. We expressed our agreed independent opinions on the matters that the company meets the conditions for resumption of listing and applies for resumption of listing of the company's shares and the renewal of the audit institution in 2021.
5. On May 25, 2021, we expressed our independent opinions on the holding subsidiary's acceptance of financial assistance from the largest shareholder and related party transactions.
6. On July 8, 2021, we expressed our independent opinions on the company's acceptance of financial assistance from the largest shareholder and related party transactions.
7. On August 20, 2021, we held the 20th meeting of the 11th board of directors of the company. We expressed our independent opinions on the proposal on the provision for impairment of assets, and issued special explanations and independent opinions on the occupation of funds by related parties in the first half of 2021 and the external guarantee in the first half of 2021.
8. On September 3, 2021, we expressed our independent opinions on the holding subsidiary's acceptance of financial assistance from the largest shareholder and related party transactions.
9. On October 9, 2021, we expressed our independent opinions on the company's acceptance of financial assistance from the largest shareholder and related party transactions.
10. On December 23, 2021, we expressed our independent opinions on the company's acceptance of financial assistance from the largest shareholder and related party transactions.
11. On December 1, 2021, we expressed our independent opinions on the issues related to the issuance of shares, purchase of assets, raising of supporting funds and adjustment of related party transaction scheme considered at the 22nd Meeting of the 11th board of directors and the 17th meeting of the 11th board of directors.
4、 Status of recommendations
Name suggestion
Suggestion 1: first, the company focuses on high-tech chip research and development, which can further strengthen the collection of industry information. Second, the originally planned projects should be promoted faster and cut into the market as soon as possible. Third, in the development direction of the company, in addition to paying attention to the sale of Hong Zhiliang, we should increase R & D investment and design products with more market competitiveness.
Recommendation 2: the company needs to continue to strengthen market research, obtain more accurate product information and guide the direction of chip research and development. Suggestion 3: as a science and technology company, Yingfang micro should grasp the excellent environment in which the state strongly supports the development of integrated circuit industry, continue to strengthen the training and construction of R & D team, make up for its own shortcomings, and promote the continuous innovation and improvement of the company.
Li Weiqun's suggestion 1: the company should continue to do a good job in internal control construction and risk management in the future, and meet the requirements of various regulatory rules.
Suggestion 2: I think we should practice our internal skills in R & D and marketing, and the management needs to better plan for future development.
After the improvement of various governance and management, the company's sustainable operation ability and self hematopoietic function have been fully restored. It is suggested that Yang Licheng company make persistent efforts to further consolidate and standardize the governance concept, further improve the operation efficiency and improve the quality of the company's information disclosure.
5、 Performance of duties in the professional committee of the board of directors
The board of directors of the company consists of strategy committee, audit committee, nomination committee and remuneration and assessment committee. The number of independent directors in the audit committee, nomination committee and remuneration and assessment committee exceeds half of the total number of members and serves as the chairman of each committee. All independent directors earnestly and diligently perform their duties in strict accordance with the relevant provisions of the implementation rules of each committee.
1. At the strategy committee of the board of directors, the independent directors made comments on the company's business plan and company strategy in 2021
Development planning, the issue of shares issued by the company to purchase assets and raise supporting funds, the report of the board of directors on the main work done by the company to resume listing during the suspension of listing, the company meets the conditions for resumption of listing and applies for resumption of listing of the company's shares, and the holding subsidiary has put forward many valuable professional suggestions on capital increase of its wholly-owned subsidiary, And put forward some scientific opinions on the company's daily business decision-making.
2. At the audit committee of the board of directors, independent directors communicated with accountants on the audit of the company's 2020 annual report
Relevant audit plans and opinions, track the progress of audit work in time, and urge accountants to issue annual audit reports in a timely and accurate manner; Independent directors and accountants fully communicate to ensure the accuracy of the company's performance forecast; For the matters submitted to the board of directors for consideration, the independent directors appropriately expressed independent opinions, and issued qualified opinions on related party transactions, issuing shares to buy assets and raising supporting funds, matters involved in the audit report of the company's 2019 financial statements, matters whose impact has been eliminated, the company's return plan for shareholders in the next three years (2021-2023) Prior approval opinions were issued on the renewal of the appointment of the audit institution in 2021.
3. In the remuneration and assessment committee of the board of directors, independent directors pay public compensation according to the company's remuneration management system
The annual remuneration of the directors and senior executives in office of the company has been assessed and confirmed.
6、 Field investigation of the company
During the reporting period, we made full use of various opportunities to conduct on-site visits to the company, paid timely attention to the company's daily operation, major asset restructuring, related party transactions, financial status, internal control operation, information disclosure and other matters, listened to the report of the company's management and exchanged opinions; Keep close contact with other directors, senior executives and relevant staff of the company; Always pay attention to the impact of external environment and market changes on the company, and perform the duties of supervision and guidance of independent directors. For major matters that need to be decided by the board of directors, carefully review the information report provided by the company, give full play to their own advantages of professional knowledge, actively put forward opinions and suggestions to the board of directors, promote the scientific decision-making of the board of directors, and effectively safeguard the interests of small and medium-sized investors.
7、 Other work done in protecting the rights and interests of investors
1. Pay attention to and timely consult all kinds of materials disclosed by the company, attend the company's meetings and carefully review the company's periodic reports, put forward objective and fair opinions and suggestions, urge the company to implement information disclosure in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules and other relevant provisions, and earnestly safeguard the legitimate rights and interests of the company's shareholders, especially small and medium-sized shareholders. In 2021, the company's information disclosure was true, accurate, complete, timely and fair.
2. During the reporting period, we were able to review and carefully review the relevant meeting materials of the board of directors in advance, perform our duties diligently, conscientiously and faithfully, and exercise our voting rights independently, objectively and prudently in strict accordance with the provisions of the working system of independent directors and other relevant systems.
3. We actively paid attention to and supervised the performance of directors and senior executives, effectively performed the duties of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders.
4. During the preparation and disclosure of the company's annual report, we fully communicated with accountants and worked diligently in accordance with the working procedures for annual reports of independent directors, which effectively ensured the progress of the company's annual audit and the timely and accurate disclosure of the company's annual report.
5. We also pay close attention to the revision of laws and regulations, continue to learn all kinds of knowledge, master relevant policies, especially strengthen the understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of minority shareholders, and constantly improve the ability to protect the interests of investors.
8、 Other working conditions
1. There is no proposal to convene a meeting of the board of directors;
2. There is no proposed employment or dismissal of accounting firms;
3. There are no external audit institutions and consulting institutions.
The above is our report on the performance of our duties in 2021. In 2022, we will continue to follow relevant laws and regulations in the spirit of integrity and diligence
