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”), Xu Caiying strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association According to the provisions of the working system of independent directors, they exercise their functions and powers diligently, according to law and independently, are not affected by other stakeholders, and earnestly and dutifully supervise the operation of the company and safeguard the interests of shareholders.
The following is 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, all of which were attended in person. There was no case that the number of directors who did not attend the meetings of the board of directors for two consecutive times or for 12 consecutive months during his tenure exceeded half of the total number of the board of directors during the period. In 2021, the company held five general meetings of shareholders, which I attended in person.
Board of directors and general meeting of shareholders
Name of the attending directors shall be entrusted in person. Whether the absence of the attending directors fails to convene the general meeting of shareholders in person for two consecutive times? The number of seats shall be from the number of parliamentary meetings
Xu Caiying 10 100 0 No 5 5
I have carefully read and considered all the proposals of the 10th board of directors in advance and expressed my opinions independently during the deliberation of the proposals. In my opinion, these motions have not harmed the interests of all shareholders, especially minority shareholders. I voted in favor of all the proposals of the previous board of directors during the reporting period, without 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
The 12th meeting of the second board of directors on January 22, 2021 agreed to use idle raised funds for cash management
Matters
The 12th meeting of the second board of directors on January 22, 2021 agreed to use part of its own funds for cash management
Matters
The 13th meeting of the second board of directors on March 30, 2021 approved the report on the self-evaluation of internal control in 2020
Matters related to the report
The 13th meeting of the second board of directors on March 30, 2021 agreed on the deposit and actual of the raised funds in 2020
Matters related to the special report on use
The 13th meeting of the second board of directors on March 30, 2021 agreed on profit distribution and capital reserve in 2020
Matters of the plan for converting gold into share capital
The 13th meeting of the second board of directors on March 30, 2021 agreed that the board of directors, supervisors and senior management in 2021
Matters related to personnel compensation scheme
About confirmation of daily related party transactions and
The 13th meeting of the second board of directors on March 30, 2021 is expected to agree on the daily related party transactions in 2021
matter
The 13th meeting of the second board of directors on March 30, 2021 agreed on the renewal of the audit institution in 2021
Consent on occupation of the company by controlling shareholders and other related parties at the 13th meeting of the second board of directors on March 30, 2021
Matters related to capital and external guarantee of the company
About 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 fully agree
Handling matters related to this non-public offering of shares
Matters of validity
The 17th meeting of the second board of directors on August 25, 2021 agreed on the deposit of the company’s semi annual raised funds in 2021
Matters related to use
The 17th meeting of the second board of directors on August 25, 2021 agreed to use idle raised funds for cash management
Related matters
Consent on occupation of the company by controlling shareholders and other related parties at the 17th meeting of the second board of directors on August 25, 2021
Matters related to capital and external guarantee of the company
On adjusting the equity incentive plan in 2020 for the first time
The number and exercise price of stock options granted at the 18th meeting of the second board of directors on August 31, 2021 and the first consent
Correlation between the number of restricted shares granted and the repurchase price
Related matters
About the first grant of equity incentive plan in 2020
The exercise conditions of the first exercise period of stock options at the 18th meeting of the second board of directors on August 31, 2021 have been agreed
On related matters
About 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 restricted shares in the first restricted period
Matters related to the achievement of conditions
Cancellation of equity incentive plan in 2020
On August 31, 2021, the 18th meeting of the second board of directors agreed to cancel some restricted shares through stock option and repurchase
And matters related to the termination of this incentive plan
3、 Appointment of special committees of the board of directors
As the chairman of the audit committee of the board of directors of the company, in accordance with the provisions of the articles of association, the working system of independent directors, the working rules of the audit committee and other relevant systems, I convened and attended all meetings of this year, carefully considered the meeting proposals and listened to the work report of the internal audit department of the company; Focused on reviewing the use of the company’s raised funds and foreign investment; Supervise and urge the company’s internal audit department to audit regular reports and other major matters; It is suggested that the company improve the internal control system and strengthen audit supervision; Timely communicate with external auditors on audit work arrangement and problems found in the audit process; Evaluate the audit services provided by the accounting firm and put forward suggestions on the appointment of the accounting firm by the board of directors.
As a member of the remuneration and appraisal committee, I actively participate in the daily work of the remuneration and appraisal committee in strict accordance with the articles of association, working system of independent directors, working rules of the remuneration and appraisal committee and other relevant regulations, Carried out 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, evaluated and reviewed the work of directors and senior managers according to the performance evaluation standards, put forward reasonable suggestions, and actively performed the duties of members of the remuneration and assessment committee; Strictly reviewed with other members the cancellation of some stock options, repurchase and cancellation of some restricted shares and termination of the incentive plan in 2020.
4、 On site investigation of the company
As an independent director of the company, I worked diligently and faithfully during my tenure as an independent director in 2021. In addition to attending the board of directors, exercising my powers at the board of directors, expressing opinions and attending the general meeting of shareholders, I also made full use of other time to conduct on-site investigation and understanding of the company, and carefully listened to the opinions of relevant personnel on the company’s production and operation, financial management Report related transactions and major investments, actively investigate and obtain the information required for decision-making, and use professional knowledge to put forward relevant opinions and suggestions for the company; Understand the company’s daily operation status and possible operation risks, remind the company’s management to standardize daily operation, and further improve and improve the level of corporate governance. In 2021, I actively and effectively performed the duties of independent directors and earnestly safeguarded the interests of the company and the general public shareholders.
5、 Work on protecting the rights and interests of investors
（1） I actively supervise the company to do a good job of information disclosure in strict accordance with the rules and regulations such as the Listing Rules of Shenzhen Stock Exchange and the company’s information disclosure management system, and urge the company to timely and accurately disclose periodic reports and other matters that have a significant impact on the company; At the same time, urge the company to pay attention to investor relations, patiently answer investor telephone consultation, ensure smooth communication channels between the company and investors, ensure equal and open investor relations management activities, and effectively safeguard the legitimate rights and interests of investors and public shareholders.
（2） I perform my duties in strict accordance with relevant laws, administrative regulations, departmental rules, normative documents, the articles of association and the working system of independent directors, actively participate in the meetings of the board of directors of the company and the meetings of the special committee of the board of directors as a member, carefully review various proposals, and inquire and discuss with relevant personnel, And use their professional knowledge and judgment to provide constructive opinions for the company, promote the scientific and objective decision-making of the board of directors and the standardized operation of the company, and effectively perform the duties of independent directors.
（3） This year, I carefully studied the laws and regulations related to the performance of duties of independent directors, especially the understanding and understanding of relevant laws and regulations related to standardizing corporate governance and safeguarding the rights and interests of public shareholders, continuously improved my ability to perform duties, and provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, The company’s ability to effectively protect the legitimate rights and interests of investors has been strengthened.
6、 Other working conditions
（1） During the reporting period, there was no proposal to convene the board of directors
