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”), Cao Zheng strictly abides by the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the guidance on establishing an 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, in the work of 2021, he performed the duties of independent directors, actively attended relevant meetings of the company, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, and effectively safeguarded the interests of the company and shareholders, especially public shareholders.
I hereby report my performance in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, I attended ten meetings of the board of directors held by the company, and 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 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 should attend the board of directors in person, whether to be absent or not, whether the shareholders’ meeting has not been held in person for two consecutive times, the number of times of attendance at the shareholders’ meeting is from the number of times of attendance at the meeting
Cao Zheng 10 100 0 No 5 5
I have made serious preliminary thinking on all the proposals of the 10th board of directors, actively discussed them in the process, and made continuous afterwards supervision on the implementation, which has played a positive role in the rationality and feasibility of the decision-making of the board of directors. I believe that the convening and convening of the board of directors and general meeting of shareholders of the company in 2021 comply with legal procedures, and major decisions have been subject to legal examination and approval procedures. After deliberation, I voted in favour of all proposals submitted at each board meeting 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
Number of restricted shares granted and 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 nomination committee of the board of directors, I preside over the daily work of the nomination committee in strict accordance with the articles of association, working system of independent directors, working rules of the nomination committee and other relevant regulations, organize the members of the committee to hold meetings, fully exercise their own legal rights and obligations, and strive to safeguard the rights and interests of the company and shareholders, Continuously improve the company’s comprehensive management ability and fully perform the duties of the chairman of the nomination committee of the board of directors.
As a member of the company’s strategy committee, I actively carry out relevant work and earnestly perform my duties in accordance with the provisions of the articles of association, the working system of independent directors, the working rules of the strategy committee and other relevant systems. In combination with the development of the company’s industry and the company’s own development situation, I have a clear understanding of the company’s long-term development strategic business objectives Put forward suggestions on development policies and major capital operation of investment.
4、 On site investigation of the company
In 2021, I visited the company many times to understand the production and operation, industry and market development, and listened to the reports of the company’s managers; At the same time, keep close contact with the directors and senior managers of the company, timely learn the progress of major matters of the company, pay attention to the impact of the external environment on market changes and the company, and safeguard the legitimate interests of the company and minority shareholders. I am diligent and responsible, maintain objective independence, and play a due role in improving the corporate governance structure, ensuring the standardized operation of the company and standardizing related party transactions.
5、 Work on protecting the rights and interests of investors
（1） During the reporting period, in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, I timely understood the company’s daily business status and possible business risks, supervised and verified the company’s information disclosure, and actively performed the duties of independent directors to ensure the authenticity, accuracy, timeliness and accuracy of the company’s information disclosure in 2021 Integrity, impartiality and fairness.
（2） During the reporting period, I made full use of my professional advantages, fully understood the industry trends, kept close contact with other directors, senior managers and relevant staff of the company by telephone, always paid attention to the impact of external environment and market changes on the company, paid attention to the relevant reports of the media and Internet on the company, and took advantage of various opportunities to carry out field research from time to time, Timely understand and grasp the progress of major events of the company. I have actively participated in major matters that need to be decided by the board of directors, such as the company’s production and operation, financial management, related party transactions, foreign investment, business development and so on. I have carefully reviewed them in advance, listened to the reports of relevant personnel in detail, timely understood the possible risks, expressed opinions on the board of directors and exercised my powers, It has effectively promoted the scientificity and objectivity of the decision-making of the board of directors.
（3） Conscientiously study the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the laws, regulations and relevant provisions issued by the CSRC and Shenzhen Stock Exchange, and actively participate in the relevant training organized by regulatory authorities and listed company associations. Through learning and training, we have deepened our understanding and understanding of relevant laws and regulations such as standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, and formed the ideological consciousness of consciously protecting the rights and interests of social public shareholders, so as to effectively strengthen the ability to protect the interests of corporate investors.
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, the directors of the current year
