Shanghai Bright Power Semiconductor Co.Ltd(688368)
Report on the work of independent directors in 2021
In 2021, as an independent director of Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as "the company"), we strictly complied with relevant laws and regulations, including the company law, the securities law, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange's Kechuang board, the self regulatory guidelines for listed companies on Shanghai Stock Exchange's Kechuang board No. 1 - standardized operation In accordance with the provisions of the normative documents and the Shanghai Bright Power Semiconductor Co.Ltd(688368) articles of Association (hereinafter referred to as the "articles of association") and the detailed rules for the work of independent directors, they are diligent and responsible, pay timely attention to the operation of the company, actively participate in the general meeting of shareholders, the meetings of the board of directors and the special committees of the board of directors, seriously consider various proposals, express independent opinions on relevant proposals and ensure the independence of performing their duties, Earnestly safeguard the interests of the company and all shareholders, especially the legitimate rights and interests of minority shareholders. The work in 2021 is reported as follows:
1、 Basic information of independent directors
(I) changes of independent directors in 2021
During the reporting period, the company had no changes in independent directors.
(II) personal work experience, professional background and part-time work
Hong Zhiliang, male, born in August 1946, Chinese nationality, without permanent residency abroad, with a doctorate. He has successively held the positions of lecturer of Shenyang University of technology, postdoctoral of Fudan University and visiting professor of Hannover University. Now he works in the integrated circuit design laboratory of Fudan University, engaged in teaching and scientific research, and concurrently serves as the independent director of Sino Wealth Electronic Ltd(300327) , Infotmic Co.Ltd(000670) , 3Peak Incorporated(688536) Microelectronics Technology (Suzhou) Co., Ltd. and Suzhou nano core Microelectronics Co., Ltd. From May 2020 to now, he has served as an independent director of the company.
Feng Zhenyuan, male, born in August 1965, Chinese nationality, without overseas permanent residency, graduate degree, first-class lawyer. He once served as a lawyer and deputy director of Tongxiang law firm, vice president and member of the Party committee of Zhejiang Lawyers Association; Now he is the partner and director of Zhejiang Baijia law firm; He also serves as the director of all China Lawyers Association, consultant of Zhejiang Lawyers Association, President and Deputy Secretary of the Party committee of Jiaxing Lawyers Association, researcher of Jiaxing Academy of Social Sciences, arbitrator of China International Economic and Trade Arbitration Commission, and independent director of Zhejiang Sanfer Electric Co.Ltd(605336) , Fsilon Furnishing And Construction Materials Corporation(605318) , Kerun intelligent control Co., Ltd., Zhejiang Xinao Textiles Inc(603889) . Since January 2017, he has served as an independent director of the company.
Zhao Xinsheng, male, born in July 1974, Chinese nationality, without permanent residency abroad, bachelor degree, certified public accountant in Canada and auditor of American Certified Information System. He was a senior auditor and Shanghai Yimin Commercial Group Co.Ltd(600824) independent director of Andersen (Shanghai) Enterprise Management Consulting Co., Ltd. He is currently the managing director of Shanghai sibijie Enterprise Management Consulting Co., Ltd. and the independent non-executive director of Lianhua Supermarket Co., Ltd. From May 2020 to now, he has served as an independent director of the company.
(III) is there any situation affecting independence
As an independent director of the company, we have no relationship with the company or its major shareholders, directors, supervisors and senior managers; We, our immediate family members and major social relations have not worked in the company and its subsidiaries; We have not provided financial, legal and consulting services for the company or its subsidiaries, which meets the requirements on independence in the rules for independent directors of listed companies of the CSRC. At the same time, we all have professional qualifications and abilities to maintain objective and independent professional judgment in the process of performing our duties and safeguard the interests of all shareholders, especially small and medium-sized investors. During the performance of our duties, we have no circumstances that affect the independence of independent directors.
2、 Annual performance of independent directors
(I) attendance at the general meeting of shareholders
During the reporting period, the company held four general meetings, including one annual general meeting and three extraordinary general meetings. The specific attendance is as follows:
Names of independent directors and actual attendance others
Feng Zhenyuan 4/
Hong Zhiliang 4/
Zhao Xinsheng 4/
(II) attendance at board meetings
In 2021, the company held 13 meetings of the board of directors to review proposals such as periodic reports, equity incentive plans, major asset restructuring, revision of corporate governance system, foreign investment and increase of implementation subjects of investment projects with raised funds. We attended the meeting on time and earnestly performed the duties of independent directors. We voted in favour of all the proposals considered at the above meeting without raising any objection.
Name of independent director number of times of attending the board of directors in person number of times of attendance by proxy number of times of absence
Feng Zhenyuan 13 0
Hong Zhiliang 13 0 0
Zhao Xinsheng 13 0 0
(III) attendance at special committees of the board of directors
1. In 2021, the company's audit committee held six meetings to discuss the company's regular reports, profit distribution, renewal of accounting firm, foreign investment and related party transactions. The following is the attendance of independent directors as members of the Professional Committee during the reporting period:
Name of independent director attendance actual attendance
Zhao Xinsheng 6 100%
Feng Zhenyuan 6 100%
2. In 2021, the company's remuneration and assessment committee held three meetings to discuss the remuneration of the company's directors and senior managers and the company's equity incentive plan. The following is the attendance of independent directors as members of the Professional Committee during the reporting period:
Name of independent director attendance actual attendance
Feng Zhenyuan 3 100%
Zhao Xinsheng 3 100%
3. In 2021, the company's Strategy Committee held five meetings to discuss the company's 2020 financial statement report, major asset restructuring, foreign investment and other matters. The following is the attendance of each independent director as a member of the Professional Committee during the reporting period:
Name of independent director attendance actual attendance
Hong Zhiliang 5 100%
As members of the special committee of the board of directors, we perform our duties as independent directors in accordance with the law.
During the reporting period, they voted in favor of the proposals considered in the special committees of the previous board of directors.
3、 Key issues of independent directors' performance in 2021
In 2021, we gave our independent opinion of prior approval and consent to the proposal on foreign investment and related party transactions considered by the board of directors, and believed that the related party transaction was in line with the principle of "fairness, impartiality and fairness", relevant laws and regulations and the provisions of the company's articles of association and the Shanghai Bright Power Semiconductor Co.Ltd(688368) related party transaction management system, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders. During the deliberation of the proposal by the board of directors, the related directors avoided voting, and the voting procedures comply with the provisions of relevant laws and regulations. Therefore, we agree to this foreign investment and related party transactions.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and capital occupation.
(III) use of raised funds
In 2021, We have reviewed the proposal on the special report on the deposit and actual use of raised funds in 2020, the proposal on the special report on the deposit and actual use of raised funds in the half year of 2021, the proposal on using idle raised funds to temporarily supplement working funds, and the proposal on using temporarily idle raised funds for cash management The proposal on increasing the implementation subject of some investment projects with raised funds and other proposals related to the raised funds were deliberated, It is considered that the use of the above raised funds complies with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange Kechuang board, and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 - standardized operation, It will not affect the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders, especially the interests of minority shareholders. We have expressed our independent opinions on the above proposal.
(IV) merger and reorganization
In 2021, we checked the proposals related to the company's issuance of shares and payment of cash to purchase 95.75% equity of Nanjing Lingou Chuangxin Electronics Co., Ltd. and raise supporting funds item by item. We believe that the transaction scheme is feasible and operable, the evaluation institution is independent, the evaluation assumptions are reasonable, and the asset pricing principle is reasonable and fair, The conclusion of the transaction is conducive to improving the profitability of the company and is in line with the long-term development of the company and the interests of all shareholders.
(V) remuneration of directors and senior managers
During the reporting period, we expressed our independent opinions on the remuneration plan of the company's directors and senior managers in 2021. We believe that the decision-making procedures and determination basis of the remuneration plan of the company's directors and senior managers in 2021 comply with relevant regulations, take full account of the company's operation and industry remuneration level, and comply with the company's development stage, It is conducive to the stable operation and development of the company, and there is no damage to the interests of the company and shareholders. (VI) performance forecast and performance express
During the reporting period, we carefully considered the company's relevant performance express, focused on the authenticity, accuracy and integrity of the report, and considered it in line with the relevant provisions of laws, regulations and normative documents.
(VII) appointment or replacement of accounting firms
During the reporting period, we expressed our prior approval opinions and agreed independent opinions on the renewal of the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2021. We believe that Lixin Certified Public Accountants (special general partnership) has the relevant qualification to engage in the audit business of listed companies, rich experience and professional quality of audit business. In the process of the company's 2020 audit, we should be diligent and conscientious, adhere to the independent audit with a fair and objective attitude, and the report issued can objectively reflect the company's financial situation and operating results.
(VIII) cash dividends
During the reporting period, the company implemented the equity distribution in 2020 and distributed cash dividends of 10 yuan (tax included) to all shareholders for every 10 shares, with a total cash dividend of 62030080 yuan (tax included).
After verification, we believe that the company's profit distribution plan for 2020 is based on the comprehensive consideration of the company's long-term development strategy, the company's operation and capital, the return of shareholders and other factors. The decision-making procedure of the plan is complete and the distribution proportion is clear, which meets the requirements of relevant laws and regulations on profit distribution. There is no situation that damages the interests of investors, cash out of major shareholders or improper intervention of relevant shareholders in the company's decision-making.
(IX) equity incentive plan of the company
In 2021, the company launched the restricted stock incentive plan for 2021 and the second phase of the restricted stock incentive plan for 2021, and granted and vested the previous restricted stock incentive plans launched in the early stage according to relevant regulations. As an independent director of the company, we have expressed our independent opinions on the relevant proposals on equity incentive considered by the board of directors. It is considered that the above equity incentive plan is conducive to further improve the corporate governance structure, improve the corporate incentive and restraint mechanism, facilitate the sustainable development of the company, and form a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(x) performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
（11） Implementation of information disclosure
During the reporting period, as an independent director, we continued to pay attention to the company's information disclosure, and urged the company to truthfully, accurately, completely and timely fulfill the obligation of information disclosure in accordance with the Listing Rules of Shanghai Stock Exchange science and innovation board, the measures for the administration of information disclosure of listed companies and other laws and regulations, so as to protect the shareholders' right to know.
（12） Implementation of internal control
During the reporting period, we believe that the company has continuously improved its internal control system, which can ensure the healthy operation of the company's businesses and the control of the company's business risks. At present, the company has not found any major defects in the design or implementation of internal control.
（13） Operation of the board of directors and its subordinate special committees
During the reporting period, the board of Directors established the audit committee, strategy committee and remuneration and assessment committee of the board of directors
