Shengmei semiconductor equipment (Shanghai) Co., Ltd
Report on the work of independent directors in 2021
During the reporting period, as an independent director of shengmei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as “the company” or “shengmei Shanghai”), we strictly complied with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, as well as the articles of association According to the working system of independent directors and other systems, he fulfilled the duties of independent directors with due diligence, actively attended the relevant meetings of the company’s general meeting of shareholders, the board of directors and its special committees, carefully considered the proposals of the board of directors and its special committees, and expressed fair and objective independent opinions on all major matters considered at the relevant meetings of the company, It has safeguarded the standardized operation of the company and the overall interests of all shareholders.
The report on the work of 2021 is as follows:
1、 Basic information of independent directors
Zhang Di, male, born in March 1957, Chinese nationality, without permanent residency abroad, doctor of materials science, second prize winner of National Natural Science Award and winner of Shanghai “May Day” labor medal. He has been teaching in Shanghai Jiaotong University since September 1988 and professor of Shanghai Jiaotong University since December 1993. He is now the chair professor of Shanghai Jiaotong University, the director of the State Key Laboratory of metal matrix composites and the “Changjiang Scholar” of the Ministry of education. From June 2019 to now, he has served as an independent director of shengmei Shanghai.
Peng Mingxiu, born in China in February 1962, has no permanent residence in other countries, and has a master of business administration and EMBA. From January 1999 to July 2020, he served as the chief financial officer, deputy general manager, chairman and executive director of Hongguan Electronic Industry Co., Ltd. and now serves as the chairman of Haihua Investment Co., Ltd. Since November 2019, he has served as an independent director of shengmei Shanghai.
Zhanbing Ren, male, born in May 1959, Swiss nationality, with permanent residency in China, doctor of engineering, academician of the Swiss Academy of Engineering Sciences. From September 1994 to September 1996, he served as the engineer of the production department of Swiss boster group. From October 1996 to August 2011, he successively served as the manager of the production department of Swiss boster group in Shanghai, the general manager of Shanghai, the president of Greater China and the member of the group’s top management, the operation director of Asia, and the president of Greater China and Southeast Asia, From September 2011 to December 2013, he served as the president of the Asia Pacific region of George Fischer pipeline system group of Switzerland, the executive director of Shanghai Ruizhong international trade company since January 2014, the general manager of Beijing Zhongchao sikebay safety Ink Co., Ltd. from July 2015 to October 2017, and the executive director of Shanghai montebao International Trade Co., Ltd. from January 2018 to now. Since November 2019, he has served as an independent director of shengmei Shanghai.
Zhang Sutong, male, born in October 1957, Chinese nationality, without overseas permanent residency, doctor of management (Accounting). From March 1989 to April 2000, he served as Professor, director of the accounting department, master’s supervisor and MBA supervisor of the school of Finance and accounting of Shaanxi University of Finance and economics; from April 2000 to June 2003, he served as Professor, director of the accounting department, master’s supervisor and MBA supervisor of the school of accounting of Xi’an Jiaotong University; from June 2003 to December 2016, he served as deputy director of the Institute of finance, taxation and financial law of the school of civil and commercial economic law of China University of political science and law, Director, professor and graduate supervisor of the legal accounting research center of China University of political science and law. Since December 2016, he has been a professor of the Department of financial accounting of the Business School of China University of political science and law, director of the senior management education and training center of the Business School of China University of political science and law, and director of the legal accounting research center of China University of political science and law. Since July 2020, he has served as an independent director of shengmei Shanghai.
Independent directors Zhang Di, Peng Mingxiu, zhanbing Ren and Zhang Sutong confirmed that they did not hold shares of the company in violation of regulations, did not hold positions other than independent directors in the company, and had no relationship with non independent directors, supervisors, senior managers, shareholders holding more than 5% shares and actual controllers of the company; He has not been punished by the CSRC or the stock exchange, and his qualification meets the requirements of the company law, the articles of association and other relevant laws, administrative regulations and departmental rules. There is no situation that he is not allowed to serve as an independent director of the company as stipulated in the company law and the articles of association.
Independent directors have professional qualifications and abilities, can maintain objective and independent professional judgment in the process of performing their duties, and safeguard the interests of all shareholders, especially small and medium-sized investors.
2、 Annual performance of independent directors
(I) attendance and voting in 2021
In 2021, the company held 5 board meetings and 1 general meeting of shareholders.
Before the above meetings, the independent directors of the company obtained and carefully reviewed the meeting materials prepared by the company in advance according to law. At the meeting, they carefully considered each proposal, actively participated in the discussion of the meeting, independently put forward review suggestions or opinions, expressed independent opinions on relevant matters, and expressed prior approval opinions on the proposals requiring prior approval.
During the reporting period, the independent directors did not raise objections to the proposals of the board of directors and the general meeting of shareholders and other matters of the company.
The attendance of independent directors at the meetings of the board of directors and the general meeting of shareholders is as follows:
2021 should participate in 2021, personally entrust the name of the absent independent director in 2021 plus the number of meetings of the board of directors to attend the meeting of the board of directors
Zhang Di 5 500
Peng Mingxiu 5 500
ZHANBING
5 5 0 0
REN
Zhang Sutong 5 500
In 2021, the shareholders in 2021 personally entrusted the absent independent directors in 2021 to attend the general meeting of shareholders
Number of general meetings number of general meetings
Zhang Di 1 1 0 0
Peng Mingxiu 1 0 0 0
ZHANBING
1 1 0 0
REN
Zhang Sutong 1 1 0 0
(II) work of the special committee of the board of directors
The board of directors of the company has a remuneration and assessment committee (among which, the independent directors performing their duties are Zhang Di and Zhang Di, and Zhang Ren is the convener), a Nomination Committee (among which, the independent directors performing their duties are Zhang Di and Peng Mingxiu, and Zhang Di is the convener), a strategy committee The Audit Committee (among which, the independent directors performing their duties include Zhang Sutong, Peng Mingxiu, zhanbing Ren and Zhang Sutong as the convener) has four special committees. The company has formulated corresponding working rules of the special committees to standardize the operation and performance of the special committees of the board of directors.
During the reporting period, the attendance of independent directors at the meetings of special committees of the board of directors is as follows:
Salary and assessment
2021 annual strategy committee Nomination Committee audit committee
Number of meetings 2 0 0 4
Zhang Di – 0-
Peng Mingxiu — 4
ZHANBING REN – – 0 4
Zhang Sutong — 4
In 2021, independent directors gave full play to their professional expertise, exercised their functions and powers in strict accordance with relevant regulations, actively expressed their opinions at the meetings of the special committees of the board of directors, independently performed their duties, and safeguarded the legitimate rights and interests of the majority of shareholders of the company.
(III) on site investigation and cooperation of listed companies with independent directors
In 2021, independent directors took advantage of the opportunity of attending the meetings of the board of directors and special committees, as well as the general meeting of shareholders to arrange special time for on-site communication and investigation of the company and relevant responsible personnel, in-depth communication on issues and matters of concern, and timely understand the company’s strategic planning, production and operation, financial management and internal control, Conducted necessary guidance, supervision and verification on the compliance of the company’s information disclosure.
The company and the management attach great importance to the communication with the independent directors, highly respect the guidance or suggestions of the independent directors, timely maintain contact with the independent directors by telephone, e-mail and other means, and timely submit / deliver the meeting proposals and relevant documents in advance before the relevant meeting, so as to fully ensure the independent directors’ right to know, It provides complete conditions and strong support for independent directors to perform their duties.
3、 Key matters concerned in the annual performance of independent directors
This year, in accordance with the company law, the securities law, other laws and regulations and the articles of association on the functions and powers of independent directors, we focused on the following matters of the company and issued relevant opinions of independent directors.
(I) external guarantee
During the reporting period, the company has no external guarantee matters that need to be submitted to the board of directors for deliberation in accordance with relevant rules. (II) use of raised funds
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15), the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the company’s management system for raised funds and other relevant provisions, The independent directors verified the deposit and actual use of the company’s raised funds in 2021 and found no violations.
(III) related party transactions
During the reporting period, the daily transactions between the company and related parties belong to normal business activities, which supports the production, operation and sustainable development of the company to a certain extent and is conducive to the stability of the normal operation of the company. The company and its related parties remain independent, and the company’s main business will not rely on related parties due to such transactions. The company’s daily related party transactions follow the principles of openness, fairness and impartiality, and negotiate pricing with reference to the market price, which will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
(IV) nomination and remuneration of directors and senior managers
During the reporting period, the company paid remuneration according to the performance of duties of directors and senior managers. Independent directors believe that the remuneration of directors and senior managers of the company during the reporting period complies with relevant systems and schemes.
(V) appointment of accounting firms
During the reporting period, the company hired Lixin Certified Public Accountants (special general partnership) as the audit institution in 2021. The independent directors strictly reviewed the qualification of the audit institution and agreed to the company’s renewal of the audit institution.
(VI) implementation of internal control
During the reporting period, the independent directors supervised the company to improve the corporate governance structure, strengthen the standardized operation of the company and improve the company’s internal control system according to the relevant requirements of the CSRC and Shanghai Stock Exchange, and found no major defects in the design or implementation of the company’s internal control.
(VII) performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
(VIII) implementation of information disclosure
During the reporting period, the independent directors continued to pay attention to the information disclosure of the company, and urged the company to perform the information disclosure obligations truthfully, accurately, completely and timely in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies and other laws, regulations and relevant provisions, so as to protect the shareholders’ right to know.
(IX) equity incentive plan of the company
During the reporting period, the board of directors of the company considered and approved the proposal on the cancellation of some stock options in the 2019 stock option incentive plan. Matters related to the cancellation of stock options of the resigned personnel this time comply with the administrative measures for equity incentive of listed companies, the company’s 2019 stock option incentive plan and relevant regulations. The procedures are legal and compliant, and will not affect the continuous operation of the company or damage the interests of the company and all shareholders.
(x) operation of the board of directors and its subordinate special committees
During the reporting period, the board of directors and each special committee carried out in accordance with their working rules and the articles of association
