Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Report on the work of independent directors in 2021
As an independent director of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”), in 2021, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the corporate governance standards for listing The provisions on strengthening the protection of the rights and interests of shareholders of public shares and other relevant laws and regulations and the requirements of the articles of association, earnestly perform the duties of independent directors, give full play to the independent role of independent directors, and safeguard the interests of all shareholders, especially small and medium-sized shareholders.
The following is my report on my performance in 2021:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the company held ten meetings of the board of directors during my term of office, and I attended them in person. There was no case that I did not attend the meetings of the board of directors twice in a row, or the number of directors who did not attend the meetings of the board of directors for 12 consecutive months during my term of office exceeded half of the total number of the board of directors during the period. In 2021, the company held five general meetings of shareholders, and I personally attended five meetings as an independent director.
Board of directors and general meeting of shareholders
Name of the directors who should attend the shareholders’ meeting in person, whether the absence of the entrusted directors has been held for two consecutive times, the number of shareholders attending the shareholders’ meeting as nonvoting delegates, the number of seats attending the meeting in person, the number of times of the meeting
Hu Youchun 10 100 0 0 No 5 5
For all the proposals of the 10th board of directors, I carefully reviewed, actively communicated and seriously thought before the formal vote, and independently expressed my opinions during the deliberation of the proposals. In my opinion, these proposals did not harm the interests of all shareholders, especially the minority shareholders. Therefore, I voted in favour of all the proposals of the previous board of directors during the reporting period, and there was no objection or abstention.
2、 Independent opinions
In 2021, I made the following comments on the decision-making matters requiring the prior approval of independent directors:
Types of opinions on matters related to time related meetings
The 13th meeting of the second board of directors on March 20, 2021 has the same intention on the prediction of daily connected transactions in 2021
Related matters
In 2021, I expressed the following opinions on the decision-making matters requiring independent opinions from independent directors:
Types of opinions on matters related to time related meetings
Agreement on using idle raised funds for cash management at the 12th meeting of the second board of directors on January 22, 2021
matter
Agreement on using part of self owned funds for cash management at the 12th meeting of the second board of directors on January 22, 2021
matter
Agreement on the self-evaluation report of internal control in 2020 at the 13th meeting of the second board of directors on March 30, 2021
Related matters
Agreement on the deposit and actual use of raised funds in 2020 at the 13th meeting of the second board of directors on March 30, 2021
Matters related to the special report on the situation
The 13th meeting of the second board of directors on March 30, 2021 agreed on profit distribution and transfer of capital reserve in 2020
Matters in the plan for increasing share capital
The 13th meeting of the second board of directors on March 30, 2021 agreed that the directors, supervisors and senior managers in 2021
Matters related to employee compensation scheme
On the 13th meeting of the second board of directors on March 30, 2021, on confirming the daily connected transactions and expected agreement in 2020
Matters related to daily connected transactions in 2021
The 13th meeting of the second board of directors on March 30, 2021 agreed on the renewal of the audit institution in 2021
The 13th meeting of the second board of directors on March 30, 2021 agreed on the occupation of the company’s assets by controlling shareholders and other related parties
Matters related to the company’s external guarantee
About the shareholders of the company’s extension of this non-public offering
On July 8, 2021, the 16th meeting of the second board of directors decided the validity period and authorized the board of directors to handle the approval with full power
The validity period of matters related to this non-public offering of shares
matter
The 17th meeting of the second board of directors on August 25, 2021 on the deposit and consent of the company’s raised funds in the half year of 2021
Matters related to use
Agreement on using idle raised funds for cash management at the 17th meeting of the second board of directors on August 25, 2021
Related matters
The 17th meeting of the second board of directors on August 25, 2021 agreed on the occupation of the company’s assets by controlling shareholders and other related parties
Matters related to the company’s external guarantee
On adjusting the first grant of equity incentive plan in 2020
On August 31, 2021, the 18th meeting of the second board of directors agreed on the number of stock options, exercise price and initial grant limit
Matters related to the number of institutional shares and repurchase price
Shares first granted under the 2020 equity incentive plan
On August 31, 2021, the 18th meeting of the second board of directors has the same meaning of the achievement of exercise conditions in the first exercise period of voting options
Related matters
Restrictions on the first grant of equity incentive plan in 2020
On August 31, 2021, the 18th meeting of the second board of directors agreed to lift the restrictions on the sale of institutional shares in the first restricted period
On related matters
About the cancellation of some shares in 2020 equity incentive plan
At the 18th meeting of the second board of directors on August 31, 2021, options, repurchase, cancellation of some restricted shares and final consent
Relevant matters of this incentive plan
3、 Appointment of special committees of the board of directors
In 2021, as the chairman of the company’s remuneration and assessment committee, I carefully organized and participated in the work of the remuneration and assessment committee in accordance with the relevant provisions of the working rules of the remuneration and assessment committee, and organized the assessment of the incentive objects in the first exercise period / release period of the company’s 2020 stock option and restricted stock incentive plan, Evaluate and review the work of directors and senior managers according to the performance evaluation standards, put forward reasonable suggestions, strictly review the cancellation of some stock options, repurchase and cancellation of some restricted shares and termination of the incentive plan in 2020, and actively perform the duties of the chairman of the remuneration and assessment committee.
As a member of the audit committee of the company, I reviewed the financial statements of the company and expressed my review opinions in strict accordance with the relevant regulations of the CSRC and Shenzhen Stock Exchange, the working rules of the audit committee of the board of directors and the internal audit system of the company, and in the principle of diligence and seeking truth from facts.
4、 On site investigation of the company
In 2021, taking advantage of my participation in the board of directors and other opportunities, I conducted many on-site investigations on the company to understand the company’s production and operation, use of raised funds, foreign investment, project construction and financial status, and maintained close contact with other directors and senior executives of the company by telephone and e-mail, paying close attention to the relevant reports of manufacturing companies The impact of international economic situation and external market changes on the company’s operation; Timely learn the progress of major events of the company, and master the production, operation and management dynamics of the company. Focus on the inspection and supervision of the company’s production and operation status, project construction progress, management and internal control system construction and implementation, board resolutions and the implementation of development plans.
5、 Work on protecting the rights and interests of investors
（1） In 2021, I actively studied relevant laws, regulations and rules, and effectively performed the duties of independent directors. For each proposal to be considered by the board of directors, I first carefully reviewed the proposal materials provided, and on this basis, I exercised my voting rights independently, objectively and prudently. When considering the proposal of the company’s board of directors, from the perspective of safeguarding the interests of investors, with a cautious, serious, diligent and independent attitude, and with a high sense of responsibility and professional knowledge, carefully study the relevant matters, analyze the possible risks, and independently put forward their own relevant opinions to ensure the scientific and democratic decision-making of the board of directors, It has effectively safeguarded the interests of the company and the majority of investors.
（2） In 2021, I actively participated in various trainings organized by the company. Through careful study of relevant documents issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, I deepened my understanding and understanding of relevant laws and regulations, continuously improved my ability to perform my duties, and effectively strengthened my ability to protect the interests of the company and investors, It provides better opinions and suggestions for the company’s scientific decision-making and risk prevention, and plays a positive role in promoting the steady operation and healthy development of the company.
（3） In 2021, during the reporting period, I continued to pay attention to the company’s information disclosure, urge the company to perform the disclosure obligations in strict accordance with relevant laws and regulations, ensure the authenticity, accuracy, integrity and timeliness of the disclosed information, ensure the fairness of the disclosed information, and safeguard the interests of the company’s shareholders, especially the minority shareholders.
6、 Other working conditions
（1） During the reporting period, there was no proposal to convene the board of directors;
（2） During the reporting period, there was no proposed employment or dismissal of accounting firms;
（3） During the reporting period, there was no independent engagement of external audit institutions and consulting institutions;
（4） During the reporting period, there was no objection to the proposal of the board meeting and other matters of the non board meeting in this year.
In 2022, I will continue to assume my duties as an independent director, perform my duties cautiously, seriously, diligently and faithfully, strengthen communication with the directors, supervisors and managers of the company, provide suggestions for the operation and management of the company, and safeguard the legitimate rights and interests of the company and all shareholders of the company.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent director Hu Youchun
