Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Report on the work of independent directors in 2021
In 2021, as an independent director of Beijing Huafeng Test & Control Technology Co.Ltd(688200) (hereinafter referred to as " Beijing Huafeng Test & Control Technology Co.Ltd(688200) " and "the company"), In strict accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws and regulations, as well as the articles of association and the working system of independent directors of the company, we earnestly, faithfully, diligently and actively perform the duties of independent directors in our work in 2021, Actively attended relevant meetings held by the company, carefully listened to and considered various proposals, and expressed independent opinions on important decision-making matters of the board of directors, gave full play to the professional functions of independent directors, objectively, independently and prudently exercised the powers and obligations conferred by the general meeting of shareholders and the board of directors, and put forward reasonable opinions and suggestions for the company's business decision-making and standardized operation, It has effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of our duties in 2021 is reported as follows:
1、 Basic information of independent directors
The company has 3 independent directors, accounting for one third of all directors. As independent directors of the company, we have professional qualifications and capabilities and have accumulated rich experience in our respective professional fields.
(I) personal information of current independent directors
(1) Mei Yunhe, male, born in 1974, Chinese nationality, has no permanent right of residence abroad. He graduated from Hubei Agricultural University in 1998, majoring in agricultural economy and management, and from the Business School of Renmin University of China in 2014, majoring in enterprise management, with a postgraduate degree. From 2000 to 2004, he served as auditor of Hubei Longxing and Changjiang certified public accountants; From 2004 to 2006, served as auditor of Daxin certified public accountants Three Gorges Branch; From 2006 to 2007, served as auditor of Beijing headquarters of Daxin certified public accountants; From 2008 to June 2012, served as deputy department manager and project manager of Daxin certified public accountants; From July 2012 to now, he has been the partner and general manager of Beijing Zhonghong Shengxin Certified Public Accountants (general partnership); He has been an independent director of the company since November 2017.
(2) Shi Zhendong, male, born in 1968, Chinese nationality, without permanent residency abroad, graduated from Harbin University of technology in 1989, majoring in semiconductor physics and devices, and Tsinghua University in 2009, majoring in international business administration, with a postgraduate degree. From August 1989 to December 2003, served as section chief and Minister of Shougang Electric Electronics Co., Ltd; From January 2004 to August 2007, served as the manager of product and Test Technology Department of Semiconductor Manufacturing International Corporation(688981) integrated circuit manufacturing (Beijing) Co., Ltd; From September 2007 to July 2009, studied in the school of economics and management of Tsinghua University; From August 2009 to December 2014, served as vice president of Shandong donghuaxin Semiconductor Co., Ltd; From January 2015 to August 2017, he served as deputy general manager of industrial investment of Beijing Yizhuang International Investment Development Co., Ltd; From December 2015 to may 2019, he served as a director of huaxiaxin (Beijing) General Processor Technology Co., Ltd; From September 2017 to December 2020, he served as executive vice president and Chief Strategic Officer of Yitang semiconductor; He has been an independent director of the company since November 2017; From February 2021 to now, he has served as executive director and general manager of Shanghai digital transfer technology Co., Ltd.
(3) Xiao Zhongshi, male, born in 1963, Chinese nationality, without permanent residency abroad, graduated from Hunan University of Finance and economics in 1984, majoring in industrial accounting, with a bachelor's degree. From July 1984 to September 1992, he served as the deputy director of the Finance Department of Hengyang transformer factory; From October 1992 to July 1997, he served as the manager of the financial department of Hainan Guangxia Real Estate Development Co., Ltd; From August 1997 to February 2000, he was the manager of Hainan Guangsha Real Estate Trading Center; From March 2000 to April 2003, served as the financial manager of Meige decoration; From May 2003 to May 2005, served as the chief financial officer of Ningbo Yuanwang Huaxia Real Estate Development Co., Ltd; From June 2005 to April 2011, served as the decoration manager of Meige; From May 2011 to now, he has served as executive director and manager of shibohui investment; From October 2012 to now, he has served as the supervisor of Beijing Meige Decoration Co., Ltd; From February 2014 to now, he has served as the supervisor of Beijing Fangyuan Deshun energy and Environmental Technology Co., Ltd; He has been an independent director of the company since November 2017.
(II) whether there are conditions affecting independence
As independent directors of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, nor in affiliated enterprises of the company; Failing to provide financial, legal, consulting and other services for the company or its subsidiaries and affiliated companies; We have not held any position in the company other than independent directors. At the same time, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, we all have the independence required by laws and regulations, and maintain objective and independent professional judgment in performing our duties, and there is no situation affecting our independence.
2、 Annual performance of independent directors
(I) participation in the board of directors and general meeting of shareholders
1. The board of directors and the general meeting of shareholders consider and make decisions
Discuss the situation. During the deliberation of the proposals of the board of directors, we carefully considered all proposals, fully expressed our opinions and suggestions, and voted in favour of all proposals without objection or abstention.
In 2021, we took the opportunity of attending the board of directors and shareholders' meeting to understand the company's production, operation and financial situation, and listened to the company's management's reports on the company's production and operation, internal control, progress of key R & D projects, establishment and operation of subsidiaries, etc.
In 2021, we attended the board of directors and the general meeting of shareholders as nonvoting delegates as follows:
Attendance at the board of directors and the general meeting of shareholders as nonvoting delegates
Independent director's surname should be present in person this year, whether he has been entrusted to attend the meeting in person for two consecutive times, the number of times he has not attended the board of directors in the name of shareholders, the number of times he has been absent and the number of times he has attended the meeting in person
Shi Zhendong 9 9 0 0 0 No 3
Mei canal 9 9 0 0 0 No 3
Xiao Zhongshi 9 0 0 0 No 3
Note: they voted in favour of the relevant proposals considered at the above board meeting, and there was no objection or abstention.
(II) attendance at meetings of special committees of the board of directors
In 2021, the company held 12 special committee meetings, including 2 meetings of strategy committee, 5 meetings of audit committee, 3 meetings of salary and assessment committee and 2 meetings of Nomination Committee. As members of the special committees, we have participated in the meetings of the special committees under the board of directors. The details are as follows:
Attendance at internal meetings of the Committee
Name of independent director type of independent opinion
Strategy Committee audit committee remuneration and assessment committee Nomination Committee
Shi Zhendong 0 0 3 2 pass
Mei canal 0 5 3 0 through
Xiao Zhongshi 0 5 0 2 passed
(III) on site investigation and the company's cooperation with independent directors
1. Site investigation
In 2021, as an independent director of the company, we paid close attention to the impact of external environment and market changes on the company, and timely communicated relevant issues with the Secretary of the board of directors of the company. Before holding relevant meetings, we take the initiative to understand and obtain the information and materials needed to make decisions, carefully review the meeting documents, actively participate in the discussion and put forward reasonable opinions or suggestions, and exercise the voting right independently, objectively and prudently on this basis. We make full use of the opportunity of attending the on-site meeting of the board of directors and the general meeting of shareholders to investigate the operation of the company and its subsidiaries, maintain long-term communication with the directors, supervisors, senior executives and relevant personnel of the company, and timely understand the production and operation status and financial situation of the company, the implementation of the resolutions of the board of directors and the general meeting of shareholders and the progress of various major matters, Put forward constructive suggestions in time for the problems encountered in the actual operation. The management of the company attaches great importance to communication with us, timely transmits proposals and materials before relevant meetings, fully ensures our right to know, timely reports the progress of the company's production and operation and major matters, solicits opinions and listens to suggestions, and provides necessary conditions and strong support for our better performance of our duties.
2. Cooperation of the company with independent directors
The general manager, the Secretary of the board of directors, the deputy general manager, the person in charge of Finance and other senior managers of the company communicate with the independent directors regularly or irregularly by means of on-site communication or telephone, e-mail, wechat and other communication methods, so that the independent directors can timely understand the company's production and operation, internal control, the progress of key R & D projects, the establishment and operation of subsidiaries and so on. At the same time, before the board of directors and relevant meetings, the company carefully organized and prepared the meeting materials and delivered them timely and accurately, which provided convenient conditions for the work of independent directors and actively and effectively cooperated with the work of independent directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In 2021, the related party transactions reviewed by the company are as follows:
Serial number time session proposal name passed / rejected
The second session of 2021 is expected to be passed on 2021.14
Proposal on joint stock transaction
(II) external guarantee and fund occupation
In 2021, the company had no external guarantee, and there was no occupation of non operating funds by controlling shareholders and their related parties.
(III) use of raised funds
During the reporting period, in accordance 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 science and Innovation Board of Shanghai Stock Exchange, and the measures for the administration of raised funds by listed companies of Shanghai Stock Exchange, We have expressed our independent opinions on the company's use of raised funds to replace the self raised funds invested in the raised investment project in advance, the use of temporarily idle raised funds for cash management, and the increase of the implementation subject and location of the raised funds. We believe that the above matters do not conflict with the construction content of the raised funds investment project and do not affect the normal implementation of the raised funds investment project, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company's shareholders, especially the interests of minority shareholders.
(IV) merger and reorganization
In 2021, the company did not carry out M & A.
(V) nomination and remuneration of senior managers
On January 5, 2021, the first meeting of the second board of directors of the company deliberated and approved the proposal on electing the chairman of the second board of directors of the company, and agreed to elect Mr. Sun Mi as the chairman of the second board of directors. At the same time, the first meeting of the second board of directors of the company deliberated and approved the proposal on the appointment of senior managers of the company, and agreed to appoint Ms. Cai Lin as the general manager of the company; Appoint Mr. Xu jieshuang and Mr. Fu Weidong as deputy general managers of the company; Appoint Mr. Sun Kai as the deputy general manager and Secretary of the board of directors of the company; Appoint Ms. Qi Yan as the chief financial officer of the company; Appoint Mr. Zhou Peng as the chief engineer of the company.
On July 23, 2021, the seventh meeting of the second board of directors of the company deliberated and approved the proposal on electing the chairman of the second board of directors of the company, and agreed to elect Mr. Sun Kai as the chairman of the company, as the legal representative of the company, as the chairman of the Strategy Committee, and no longer as a member of the nomination committee. At the same time, he will continue to serve as the Secretary of the board of directors of the company and no longer serve as the deputy general manager.
The remuneration of the company's senior managers has been approved in accordance with the articles of association, rules of procedure of the Remuneration Committee of the board of directors and other relevant provisions.
(VI) performance forecast and performance express
According to the Listing Rules of Shanghai Stock Exchange's science and innovation board, the company disclosed the announcement of 2020 annual performance pre increase (Announcement No.: 2021-004) and the announcement of 2020 annual performance express (Announcement No.: 2021-010) respectively on January 12, 2021 and February 22, 2021. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.). The release of the company's performance forecast and express report complies with the provisions of the company law, the articles of association and relevant laws and regulations.
(VII) appointment or replacement of accounting firms
During the reporting period, in order to ensure the independence and objectivity of the company's audit work, the company hired Daxin Certified Public Accountants (special general partnership)
